Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38329 | |
Entity Registrant Name | NEWMARK GROUP, INC. | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 81-4467492 | |
Entity Address, Street | 125 Park Avenue | |
Entity Address, City | New York | |
Entity Address, State | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 372-2000 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value | |
Trading Symbol | NMRK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001690680 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 150,554,339 | |
Class B Common Stock | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 21,285,533 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 229,673 | $ 191,332 |
Restricted cash | 77,865 | 75,168 |
Marketable securities | 1,031 | 524,569 |
Loans held for sale, at fair value | 980,859 | 1,072,479 |
Receivables, net | 507,776 | 569,206 |
Receivables from related parties | 0 | 8,262 |
Other current assets (see Note 19) | 235,584 | 83,337 |
Total current assets | 2,032,788 | 2,524,353 |
Goodwill | 698,682 | 657,131 |
Mortgage servicing rights, net | 565,960 | 550,302 |
Loans, forgivable loans and other receivables from employees and partners, net | 492,962 | 453,345 |
Right-of-use assets | 612,693 | 606,634 |
Fixed assets, net | 148,544 | 135,756 |
Other intangible assets, net | 83,328 | 76,199 |
Other assets (see Note 19) | 105,747 | 212,481 |
Total assets | 4,740,704 | 5,216,201 |
Current liabilities: | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 1,016,352 | 1,050,693 |
Accrued compensation | 379,011 | 462,533 |
Accounts payable, accrued expenses and other liabilities (see Note 29) | 469,987 | 528,746 |
Repurchase agreements and securities loaned | 0 | 140,007 |
Payables to related parties | 11,973 | 10,762 |
Total current liabilities | 1,877,323 | 2,192,741 |
Long-term debt | 547,141 | 545,239 |
Right-of-use liabilities | 597,107 | 586,069 |
Other long-term liabilities (see Note 29) | 218,065 | 207,012 |
Total liabilities | 3,239,636 | 3,531,061 |
Commitments and contingencies (see Note 31) | ||
Redeemable partnership interests | 16,954 | 20,947 |
Equity: | ||
Additional paid-in capital | 553,564 | 487,447 |
Retained earnings | 1,143,756 | 1,079,661 |
Accumulated other comprehensive loss | (15,909) | (2,731) |
Total stockholders’ equity | 1,157,810 | 1,277,927 |
Noncontrolling interests | 326,304 | 386,266 |
Total equity | 1,484,114 | 1,664,193 |
Total liabilities, redeemable partnership interests, and equity | 4,740,704 | 5,216,201 |
Class A Common Stock | ||
Equity: | ||
Common stock value | 1,995 | 1,940 |
Treasury stock at cost: 49,018,451 and 25,774,514 shares of Class A common stock at September 30, 2022 and December 31, 2021, respectively | (527,380) | (290,174) |
Class B Common Stock | ||
Equity: | ||
Common stock value | 212 | 212 |
Contingent Class A Common Stock | ||
Equity: | ||
Common stock value | $ 1,572 | $ 1,572 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Treasury stock, shares issued (in shares) | 49,018,451 | 25,774,514 |
Class A Common Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 199,459,258 | 194,046,885 |
Common stock, shares outstanding (in shares) | 150,530,807 | 168,272,371 |
Class B Common Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 21,285,533 | 21,285,533 |
Common stock, shares outstanding (in shares) | 21,285,533 | 21,285,533 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenues: | |||||
Revenues | $ 664,646 | $ 788,125 | $ 2,098,245 | $ 1,921,977 | |
Expenses: | |||||
Compensation and employee benefits | 388,903 | 444,408 | 1,198,104 | 1,274,879 | |
Equity-based compensation and allocations of net income to limited partnership units and FPUs | 44,088 | 33,963 | 102,974 | 315,743 | |
Total compensation and employee benefits | 432,991 | 478,371 | 1,301,078 | 1,590,622 | |
Operating, administrative and other | 121,382 | 152,363 | 395,882 | 394,546 | |
Fees to related parties | 7,301 | 5,664 | 20,878 | 17,696 | |
Depreciation and amortization | 44,359 | 28,883 | 118,758 | 80,804 | |
Total operating expenses | 606,033 | 665,281 | 1,836,596 | 2,083,668 | |
Other (loss) income, net | (128) | 102,720 | (101,432) | 1,187,322 | |
Income from operations | 58,485 | 225,564 | 160,217 | 1,025,631 | |
Interest expense, net | (7,281) | (8,498) | (24,074) | (26,034) | |
Income before income taxes and noncontrolling interests | 51,204 | 217,066 | 136,143 | 999,597 | |
Provision for income taxes | 13,294 | 53,811 | 35,723 | 206,572 | |
Consolidated net income | 37,910 | 163,255 | 100,420 | 793,025 | |
Less: Net income attributable to noncontrolling interests | 9,946 | 34,707 | 23,572 | 191,627 | |
Net income available to common stockholders | 27,964 | 128,548 | 76,848 | 601,398 | |
Basic earnings per share | |||||
Net income available to common stockholders | [1] | $ 27,964 | $ 128,549 | $ 76,848 | $ 595,198 |
Basic earnings per share (in usd per share) | $ 0.16 | $ 0.64 | $ 0.42 | $ 3.14 | |
Basic weighted-average shares of common stock outstanding (in shares) | 177,231 | 199,413 | 183,311 | 189,317 | |
Fully diluted earnings per share | |||||
Net income for fully diluted shares | $ 37,674 | $ 128,549 | $ 100,483 | $ 595,198 | |
Fully diluted earnings per share (in usd per share) | $ 0.15 | $ 0.63 | $ 0.41 | $ 3.06 | |
Fully diluted weighted-average shares of common stock outstanding (in shares) | 243,469 | 205,281 | 248,067 | 194,320 | |
Management services, servicing fees and other | |||||
Revenues: | |||||
Revenues | $ 222,379 | $ 244,469 | $ 689,183 | $ 651,729 | |
Leasing and other commissions | |||||
Revenues: | |||||
Revenues | 219,903 | 231,532 | 631,681 | 563,311 | |
Investment sales | |||||
Revenues: | |||||
Revenues | 131,731 | 208,786 | 492,898 | 452,565 | |
Commercial mortgage origination, net | |||||
Revenues: | |||||
Revenues | $ 90,633 | $ 103,338 | $ 284,483 | $ 254,372 | |
[1]Includes a reduction for dividends on preferred stock or EPUs in the amount of $0.0 million and $6.2 million for the three and nine months ended September 30, 2021, respectively. (see Note 1 — “Organization and Basis of Presentation”). |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
NEWMARK Group Inc Parent | ||
Reduction for dividends on preferred stock or units | $ 0 | $ 6.2 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income | $ 37,910 | $ 163,255 | $ 100,420 | $ 793,025 |
Foreign currency translation adjustments | (8,883) | (116) | (16,474) | (321) |
Comprehensive income, net of tax | 29,027 | 163,139 | 83,946 | 792,704 |
Less: Comprehensive income attributable to noncontrolling interests, net of tax | 9,946 | 34,707 | 23,572 | 191,627 |
Comprehensive income available to common stockholders | $ 19,081 | $ 128,432 | $ 60,374 | $ 601,077 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Common Stock Contingent Class A Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Balance at beginning of period at Dec. 31, 2020 | $ 921,147 | $ 1,676 | $ 212 | $ 1,572 | $ 351,450 | $ (40,531) | $ 342,764 | $ (2,094) | $ 266,098 |
Increase (Decrease) in Stockholders' Equity | |||||||||
Consolidated net income | 793,025 | 601,398 | 191,627 | ||||||
Foreign currency translation adjustments | (321) | (198) | (123) | ||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | 4,025 | 4,025 | |||||||
Dividends to common stockholders | (5,694) | (5,694) | |||||||
Non-Controlling interest in Deskeo | 13,464 | 13,464 | |||||||
Preferred dividend on exchangeable preferred partnership units | 0 | (6,200) | 6,200 | ||||||
Earnings distributions to limited partnership interests and other noncontrolling interests | 2,071 | 2,071 | |||||||
Grant of exchangeability, redemption and issuance of Class A common stock | 162,657 | 231 | 102,067 | 60,359 | |||||
Contributions of capital to and from Cantor for equity-based compensation | 28,571 | 19,784 | 8,787 | ||||||
Repurchase of Class A common stock | (139,334) | (120,068) | (19,266) | ||||||
Restricted stock units compensation | 11,507 | 9,414 | 2,093 | ||||||
Redemption of EPU's | (167,396) | (167,396) | |||||||
Balance at end of period at Sep. 30, 2021 | 1,623,722 | 1,907 | 212 | 1,572 | 482,715 | (160,599) | 932,268 | (2,292) | 367,939 |
Balance at beginning of period at Jun. 30, 2021 | 1,571,221 | 1,772 | 212 | 1,572 | 506,077 | (87,940) | 805,721 | (2,192) | 345,999 |
Increase (Decrease) in Stockholders' Equity | |||||||||
Consolidated net income | 163,255 | 128,548 | 34,707 | ||||||
Foreign currency translation adjustments | (116) | (100) | (16) | ||||||
Dividends to common stockholders | (2,001) | (2,001) | |||||||
Non-Controlling interest in Deskeo | 13,464 | 13,464 | |||||||
Earnings distributions to limited partnership interests and other noncontrolling interests | (1,154) | (1,154) | |||||||
Grant of exchangeability, redemption and issuance of Class A common stock | (43,160) | 135 | (28,676) | (14,619) | |||||
Contributions of capital to and from Cantor for equity-based compensation | 2,281 | 1,804 | 477 | ||||||
Repurchase of Class A common stock | (84,132) | (72,659) | (11,473) | ||||||
Restricted stock units compensation | 4,064 | 3,510 | 554 | ||||||
Balance at end of period at Sep. 30, 2021 | 1,623,722 | 1,907 | 212 | 1,572 | 482,715 | (160,599) | 932,268 | (2,292) | 367,939 |
Balance at beginning of period at Dec. 31, 2021 | 1,664,193 | 1,940 | 212 | 1,572 | 487,447 | (290,174) | 1,079,661 | (2,731) | 386,266 |
Increase (Decrease) in Stockholders' Equity | |||||||||
Consolidated net income | 100,420 | 76,848 | 23,572 | ||||||
Foreign currency translation adjustments | (16,474) | (13,178) | (3,296) | ||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | 863 | 863 | |||||||
Dividends to common stockholders | (12,753) | (12,753) | |||||||
Earnings distributions to limited partnership interests and other noncontrolling interests | (54,024) | (54,024) | |||||||
Grant of exchangeability, redemption and issuance of Class A common stock | 72,238 | 55 | 57,022 | 15,161 | |||||
Contributions of capital to and from Cantor for equity-based compensation | 505 | 407 | 98 | ||||||
Repurchase of Class A common stock | (281,193) | (237,206) | (43,987) | ||||||
Restricted stock units compensation | 10,339 | 8,688 | 1,651 | ||||||
Balance at end of period at Sep. 30, 2022 | 1,484,114 | 1,995 | 212 | 1,572 | 553,564 | (527,380) | 1,143,756 | (15,909) | 326,304 |
Balance at beginning of period at Jun. 30, 2022 | 1,521,002 | 1,988 | 212 | 1,572 | 523,504 | (440,444) | 1,121,150 | (9,116) | 322,136 |
Increase (Decrease) in Stockholders' Equity | |||||||||
Consolidated net income | 37,910 | 27,964 | 9,946 | ||||||
Foreign currency translation adjustments | (8,883) | (6,793) | (2,090) | ||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | 0 | ||||||||
Dividends to common stockholders | (5,358) | (5,358) | |||||||
Earnings distributions to limited partnership interests and other noncontrolling interests | 5,882 | 5,882 | |||||||
Grant of exchangeability, redemption and issuance of Class A common stock | 33,937 | 7 | 26,028 | 7,902 | |||||
Contributions of capital to and from Cantor for equity-based compensation | (819) | (682) | (137) | ||||||
Repurchase of Class A common stock | (105,265) | (86,936) | (18,329) | ||||||
Restricted stock units compensation | 5,708 | 4,714 | 994 | ||||||
Balance at end of period at Sep. 30, 2022 | $ 1,484,114 | $ 1,995 | $ 212 | $ 1,572 | $ 553,564 | $ (527,380) | $ 1,143,756 | $ (15,909) | $ 326,304 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | $ 0 | $ 863 | $ 4,025 | |
FPU's | ||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 208,726 | |||
Cantor | FPU's | Affiliated Persons or Entities | ||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 1,008,731 | |||
Common Stock | ||||
Dividends declared per share of common stock (in dollars per share) | $ 0.03 | $ 0.01 | $ 0.09 | $ 0.03 |
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.03 | $ 0.01 | $ 0.07 | $ 0.03 |
Noncontrolling Interests | ||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | $ 863 | $ 4,025 | ||
Class A Common Stock | ||||
Treasury stock repurchases (in shares) | 10,163,677 | 6,307,802 | 23,217,195 | 10,800,143 |
Class A Common Stock | Common Stock | ||||
Grant of exchangeability, redemption and issuance of limited partnership interests and issuance of common stock (in shares) | 691,844 | 978,682 | 5,502,373 | 24,031,587 |
Treasury stock repurchases (in shares) | 10,163,677 | 6,307,802 | 23,217,195 | 10,800,143 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Consolidated net income | $ 37,910 | $ 163,255 | $ 100,420 | $ 793,025 | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||
Gain on originated mortgage servicing rights | (98,378) | (98,820) | |||
Depreciation and amortization | 44,359 | 28,883 | 118,758 | 80,804 | |
Nasdaq earn-out recognition | 0 | (1,108,012) | |||
Provision/(reversals) for/of credit losses on the financial guarantee liability | 588 | (5,226) | |||
Provision for doubtful accounts | 5,538 | 4,597 | |||
Equity-based compensation and allocation of net income to limited partnership units and FPUs | 102,974 | 315,742 | |||
Employee loan amortization | 60,974 | 53,993 | |||
Deferred tax (benefit) provision | (94) | 1,084 | |||
Non-cash changes in acquisition related earn-outs | 1,173 | 973 | |||
Unrealized (gains) on loans held for sale | 36,271 | (15,810) | |||
Unrealized (gains) on investments | 0 | (27,825) | |||
Realized loss (gain) on marketable securities | 7,470 | (16,472) | |||
Unrealized loss (gain) on marketable securities | 80,413 | (41,485) | |||
Unrealized loss (gains) on non-marketable investments | 13,944 | (2,531) | |||
Change in valuation of derivative asset | 0 | 12,183 | |||
Loan originations—loans held for sale | (5,803,501) | (5,997,086) | |||
Loan sales—loans held for sale | 5,858,850 | 5,899,509 | |||
Other | 1,650 | 2,670 | |||
Consolidated net income, adjusted for non-cash and non-operating items | 487,050 | (148,687) | |||
Changes in operating assets and liabilities: | |||||
Receivables, net | 59,518 | (135,300) | |||
Loans, forgivable loans and other receivables from employees and partners | (100,591) | (49,469) | |||
Right of use asset | (1,743) | 5,318 | |||
Receivable from related parties | 8,262 | 0 | |||
Other assets | (53,238) | 62,812 | |||
Accrued compensation | (102,376) | (119,304) | |||
Right of use liability | 11,713 | (3,360) | |||
Accounts payable, accrued expenses and other liabilities | (40,793) | 64,482 | |||
Payables to related parties | (3,067) | (3,049) | |||
Net cash provided by operating activities | 264,735 | (326,557) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Payments for acquisitions, net of cash acquired | (64,247) | (58,933) | |||
Proceeds from the sale of marketable securities | 437,820 | 495,703 | |||
Purchase of marketable securities | (32) | 0 | |||
Purchase of non-marketable investments | (2,723) | (1,500) | |||
Purchases of fixed assets | (40,015) | (11,282) | |||
Net cash provided by investing activities | 330,803 | 423,988 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from warehouse facilities | 5,803,501 | 5,997,086 | |||
Principal payments on warehouse facilities | (5,837,842) | (5,873,958) | |||
Proceeds from the sale of limited partnership interests | 0 | 4,025 | |||
Borrowing of debt | 0 | 55,000 | |||
Repayment of debt | 0 | (195,000) | |||
Repurchase agreements and securities loaned | (140,007) | 106,722 | |||
Redemption and repurchase of limited partnership interests | 0 | (2,321) | |||
Treasury stock repurchases | (281,193) | (139,334) | |||
Earnings and tax distributions to limited partnership interests and other noncontrolling interests | (74,713) | (14,370) | |||
Dividends to stockholders | (12,753) | (5,696) | |||
Payments on acquisition earn-outs | (6,453) | (41,329) | |||
Deferred financing costs | (5,040) | (1,450) | |||
Net cash used in financing activities | (554,500) | (110,625) | |||
Net increase in cash and cash equivalents and restricted cash | 41,038 | (13,194) | |||
Cash and cash equivalents and restricted cash at beginning of period | 266,500 | 258,399 | $ 258,399 | ||
Cash and cash equivalents and restricted cash at end of period | $ 307,538 | $ 245,205 | 307,538 | 245,205 | $ 266,500 |
Cash paid during the period for: | |||||
Interest | 20,642 | 19,157 | |||
Taxes | 86,513 | 38,139 | |||
Supplemental disclosure of non-cash operating, investing and financing activities: | |||||
Right-of-use assets and liabilities | $ 87,449 | $ 511,056 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Newmark Group, Inc. (together with its subsidiaries, “Newmark” or the “Company”), a Delaware corporation, was formed as NRE Delaware, Inc. on November 18, 2016. Newmark changed its name to Newmark Group, Inc. on October 18, 2017. Newmark Holdings, L.P. (“Newmark Holdings”) is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark Partners, L.P. (“Newmark OpCo”), the operating partnership. Newmark is a leading commercial real estate services firm. Newmark offers a diverse array of integrated services and products designed to meet the full needs of both real estate investors/owners and occupiers. Newmark’s investor/owner services and products include capital markets, which consists of investment sales, debt and structured finance and loan sales, agency leasing, property management, valuation and advisory, commercial real estate due diligence consulting and advisory services and Government Sponsored Enterprise (“GSE”) lending and loan servicing, mortgage brokerage and equity-raising. Newmark’s occupier services and products include tenant representation, real estate management technology systems, workplace and occupancy strategy, global corporate consulting services, project management, lease administration and facilities management. Newmark's global flexible workspace platform, which operates under the names Knotel and Deskeo, is a product that is offered to owners and investors. Newmark enhances these services and products through innovative real estate technology solutions and data analytics that enable clients to increase their efficiency and profits by optimizing their real estate portfolio. Newmark has relationships with many of the world’s largest commercial property owners, real estate developers and investors, as well as Fortune 500 and Forbes Global 2000 companies. Nasdaq Monetization Transactions On June 28, 2013, BGC Partners, Inc. ("BGC") had sold certain assets of its on-the-run, electronic benchmark U.S. Treasury platform (“eSpeed”) to Nasdaq, Inc. ("Nasdaq"). The total consideration received in the transaction included $750.0 million in cash paid upon closing and an earn-out of up to 14,883,705 shares of Nasdaq shares to be paid ratably over 15 years, provided that Nasdaq, as a whole, produces at least $25.0 million in consolidated gross revenues each year (the “Nasdaq Earn-out”). The remaining rights under the Nasdaq Earn-out were transferred to Newmark on September 28, 2017. From September of 2017 through March 31, 2022, Newmark received 10.2 million shares of Nasdaq. Over this period, Newmark sold 7.6 million shares of Nasdaq and delivered 2.6 million shares of Nasdaq to the Royal Bank of Canada ("RBC"), and recognized $1,474.2 million of realized gains and dividend income. Newmark did not hold any Nasdaq shares as of September 30, 2022. See below for further discussion and Note 7 — “Marketable Securities” for additional information. Exchangeable Preferred Partnership Units and Nasdaq Forward Contracts On June 18, 2018 and September 26, 2018, Newmark OpCo issued approximately 175.0 million and 150.0 million of exchangeable preferred partnership units (“EPUs”), respectively, in private transactions to RBC (together the “Newmark OpCo Preferred Investment”). Newmark received $266.1 million of cash in 2018 with respect to these transactions. The EPUs were issued in four tranches and were separately convertible by either RBC or Newmark into a fixed number of shares of Newmark Class A common stock, subject to a revenue hurdle in each of the fourth quarters of 2019 through 2022 for each of the respective four tranches. The ability to convert the EPUs into Newmark Class A common stock is subject to the special purpose vehicle's (the “SPVs”) option to settle the postpaid forward contracts as described below. As the EPUs represented equity ownership of a consolidated subsidiary of Newmark, they have been included in “Noncontrolling interests” on the accompanying unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of changes in equity. The EPUs were entitled to a preferred payable-in-kind dividend, which was recorded as accretion to the carrying amount of the EPUs through Retained earnings on the accompanying unaudited condensed consolidated statements of changes in equity and are reductions to “Net income (loss) available to common stockholders” for the purpose of calculating earnings per share. Contemporaneously with the issuance of the EPUs, an SPV that is a consolidated subsidiary of Newmark entered into variable postpaid forward contracts with RBC (together, the “Nasdaq Forwards”). The SPV is an indirect subsidiary of Newmark whose sole assets are the Nasdaq Earn-outs for 2019 through 2022. Each of the Nasdaq Forwards provided the SPV the option to settle using up to 992,247 Nasdaq shares, to be received by the SPV pursuant to the Nasdaq Earn-out shares to be received (see Note 7 — “Marketable Securities”), or Newmark Class A common stock, in exchange for either cash or redemption of the EPUs, notice of which must be provided to RBC prior to November 1 of each year from 2019 through 2022. In September 2020, the SPV notified RBC of its decision to settle the second Nasdaq Forward using the Nasdaq shares the SPV received in November 2020 in exchange for the second tranche of the EPUs, which resulted in a payable to RBC that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the Nasdaq common shares that Newmark received was $121.9 million. On November 30, 2020, Newmark settled the second Nasdaq Forward 741,505 Nasdaq shares, with a fair value of $93.5 million and Newmark retained 250,742 Nasdaq shares. In September 2019, the SPV notified RBC of its decision to settle the first Nasdaq Forward using the Nasdaq shares the SPV received in November 2019 in exchange for the first tranche of the EPUs, which resulted in a payable to RBC that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the Nasdaq shares that Newmark received was $98.6 million. On December 2, 2019, Newmark settled the first Nasdaq forward contract with 898,685 Nasdaq shares, with a fair value of $93.5 million and Newmark retained 93,562 Nasdaq shares. Acceleration of Nasdaq Earn-out On February 2, 2021, Nasdaq announced that it entered into a definitive agreement to sell its U.S. fixed income business to Tradeweb. On June 25, 2021, Nasdaq announced the close of the sale of its U.S. fixed income business, which accelerated Newmark’s receipt of Nasdaq shares. Newmark received 6,222,340 Nasdaq shares, with a fair value of $1,093.9 million based on the closing price on June 30, 2021 included in “Other (loss) income, net” for the three months ended June 30, 2021. Newmark has no remaining Nasdaq shares as of September 30, 2022. On June 25, 2021, the SPV notified RBC of its decision to settle the third and fourth Nasdaq Forwards using the Nasdaq shares the SPV received on June 25, 2021. On July 2, 2021, Newmark settled the third and the fourth Nasdaq Forwards with 944,329 Nasdaq shares, with a fair value of $166.0 million based on the closing price of June 30, 2021. Newmark had no remaining Nasdaq Forward contracts as of September 30, 2022. 2021 Equity Event and Share Count Reduction In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021, the Compensation Committee of Newmark’s Board of Directors (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 (the "2021 Equity Event"). The 2021 Equity Event also accelerated certain compensation expenses resulting in $428.6 million of compensation charges. These charges, along with the use of $101.0 million of net deferred tax assets, offset a significant percentage of the Company's taxes related to the 2021 Equity Event. These partnership units were settled using a $12.50 share price. In July 2021, the Compensation Committee approved increasing to $13.01 the price to settle certain units. Some of the key components of the 2021 Equity Event are as follows: • 8.3 million and 8.0 million compensatory limited partnership units, respectively, of Newmark Holdings and BGC Holdings, L.P. ("BGC Holdings") held by the Company's partners who are employees were redeemed or exchanged. • 23.2 million and 17.4 million compensatory limited partnership units, respectively, of Newmark Holdings and BGC Holdings held by the Company's partners who are independent contractors were redeemed or exchanged. The Company also accelerated the payment of related withholding taxes to them with respect to their Newmark units. Independent contractors received one BGC Class A common share for each redeemed non-preferred BGC unit or cash and are responsible for paying any related withholding taxes. • Partners with nonexchangeable non-preferred compensatory units exchanged or redeemed in connection with the 2021 Equity Event generally received restricted Class A common shares of Newmark and/or BGC to the extent tax deductible. A portion of the BGC Class A common shares received by independent contractors were unrestricted to facilitate their payment of withholding taxes. • The issuance of Newmark Class A common stock related to the 2021 Equity Event reflected the June 28, 2021 exchange ratio of 0.9403. • Newmark Holdings and BGC Holdings limited partnership interests with rights to convert into HDUs for cash were also redeemed in connection with the 2021 Equity Event. See Note 27 — "Related Party Transactions" for the transactions with the Company's executive officers in connection with the 2021 Equity Event. (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”). “Equity-based compensation and allocations of net income to limited partnership units and FPUs” reflects the following items related to cash and equity-based compensation: • Charges with respect to the grant of shares of common stock or limited partnership units, such as HDUs, including in connection with the redemption of non-exchangeable limited partnership units, including PSUs; • Charges with respect to grants of exchangeability, such as the right of holders of limited partnership units with no capital accounts, such as PSUs, to exchange the units into shares of common stock, or HDUs, as well as the cash paid in the settlement of the related exchangeable preferred units to pay withholding taxes owed by the unit holder upon such exchange; • Preferred units are granted in connection with the grant of certain limited partnership units, such as PSUs, that may be granted exchangeability to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes; • Charges related to the amortization of RSUs and REUs; and • Allocations of net income to limited partnership units and founding/working partner units (“FPUs”), including the Preferred Distribution (as hereinafter defined). Intercompany balances and transactions within Newmark have been eliminated. Transactions between Cantor Fitzgerald, L.P. ("Cantor") and Newmark pursuant to service agreements with Cantor (see Note 27 — “Related Party Transactions”), representing valid receivables and liabilities of Newmark which are periodically cash settled, have been included on the accompanying unaudited condensed consolidated financial statements as either receivables from or payables to related parties. Newmark receives administrative services to support its operations, and in return, Cantor allocates certain of its expenses to Newmark. Such expenses represent costs related, but not limited to, treasury, legal, accounting, information technology, payroll administration, human resources, incentive compensation plans and other services. These costs, together with an allocation of Cantor's overhead costs, are included as expenses on the accompanying unaudited condensed consolidated statements of operations. Where it is possible to specifically attribute such expenses to activities of Newmark, these amounts have been expensed directly to Newmark. Allocation of all other such expenses is based on a services agreement with Cantor which reflects the utilization of service provided or benefits received by Newmark during the periods presented on a consistent basis, such as headcount, square footage, revenue, etc. Management believes the assumptions underlying the stand-alone financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Newmark during the periods presented. However, these shared expenses may not represent the amounts that would have been incurred had Newmark operated independently from Cantor. Actual costs that would have been incurred if Newmark had performed the services itself would depend on multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure (see Note 27 — “Related Party Transactions” for an additional discussion of expense allocations). Transfers of cash, both to and from Cantor, as well as amounts due to Newmark from BGC are included in “Receivables from related parties" or "Payables to related parties” on the accompanying unaudited condensed consolidated balance sheets and as part of the change in payments to and borrowings from related parties in the financing section prior to the Spin-Off and in the operating section after the Spin-Off on the accompanying unaudited condensed consolidated statements of cash flows. The income tax provision on the accompanying unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of comprehensive income has been calculated as if Newmark had been operating on a stand-alone basis and filed separate tax returns in the jurisdictions in which it operates. Prior to the Spin-Off, Newmark’s operations had been included in the BGC U.S. federal and state tax returns or separate non-U.S. jurisdictions tax returns. As Newmark operations in many jurisdictions were unincorporated commercial units of BGC and its subsidiaries, stand-alone tax returns have not been filed for the operations in these jurisdictions. The accompanying unaudited condensed consolidated financial statements contain all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the accompanying unaudited condensed consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of cash flows and consolidated statements of changes in equity of Newmark for the periods presented. (b) Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s simplification initiative, and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. Newmark adopted the standard on the required effective date beginning January 1, 2021 and, with certain exceptions, it was applied prospectively. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). These amendments improve previous guidance by reducing diversity in practice and increasing comparability of the accounting for the interactions between these codification topics as they pertain to certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option. Newmark adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. The standard amends the Codification by moving existing disclosure requirements to (or adding appropriate references in) the relevant disclosure sections. The ASU also clarifies various provisions of the Codification by amending and adding new headings, cross-referencing, and refining or correcting terminology. Newmark adopted the standard on the required effective date beginning January 1, 2021 and was applied using a modified retrospective method of transition. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. Newmark adopted the standard on the required effective date beginning January 1, 2022, and it was applied using a modified retrospective method of transition. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, and borrowings) necessitated by reference rate reform as entities transition away from LIBOR and other interbank offered rates to alternative reference rates. This ASU also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional and only available in certain situations. The ASU is effective upon issuance and generally can be applied through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope . The amendments in this standard are elective and principally apply to entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform (referred to as the “discounting transition”). The standard expands the scope of ASC 848, Reference Rate Reform and allows entities to elect optional expedients to derivative contracts impacted by the discounting transition. Similar to ASU No. 2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022. During the first quarter of 2022, Newmark elected to apply the practical expedients to modifications of qualifying contracts as continuation of the existing contract rather than as a new contract. The adoption of the new guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. Management will continue to evaluate the impacts of reference rate reform through December 31, 2022. (c) New Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability, as well as payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations . The new standard will become effective for Newmark beginning January 1, 2023, can be applied prospectively for business combinations occurring on or after the effective date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the accompanying unaudited condensed consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . The standard requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model. The guidance is aimed at increasing transparency about government assistance transactions that are not in the scope of other U.S. GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions on an entity’s financial statements. The new standard will become effective for the Newmark’s financial statements issued for annual reporting periods beginning on January 1, 2022, can be applied prospectively or retrospectively, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the accompanying unaudited condensed consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures . The guidance is intended to improve the decision usefulness of information provided to investors about certain loan refinancings, restructurings, and write-offs. The standard eliminates the recognition and measurement guidance on troubled debt restructurings (“TDRs”) for creditors that have adopted ASC 326, Financial Instruments — Credit Losses and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. The new guidance also requires public business entities to present current-period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures. The new standard will become effective for Newmark beginning January 1, 2023. The guidance for recognition and measurement of TDRs can be applied using either a prospective or modified retrospective transition method, and the amendments related to disclosures can be applied prospectively. Early adoption is permitted, and an entity may elect to early adopt the amendments related to TDRs separately from the amendments related to vintage disclosures. Management is currently evaluating the impact of the new standard on the accompanying unaudited condensed consolidated financial statements. |
Limited Partnership Interests i
Limited Partnership Interests in Newmark Holdings and BGC Holdings | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Limited Partnership Interests in Newmark Holdings and BGC Holdings | Limited Partnership Interests in Newmark Holdings and BGC Holdings Newmark is a holding company with no direct operations and conducts substantially all of its operations through its operating subsidiaries. Virtually all of Newmark’s consolidated net assets and net income are those of consolidated variable interest entities. Newmark Holdings is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark OpCo, the operating partnership. In connection with the Separation and BGC Holdings Distribution, holders of BGC Holdings partnership interests received partnership interests in Newmark Holdings, described below (see Note 27 — “Related Party Transactions”). These collectively represent all of the “limited partnership interests” in BGC Holdings and Newmark Holdings. As a result of the Separation, the limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests at that time received a corresponding Newmark Holdings limited partnership interest, determined by the contribution ratio (as hereafter defined), which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2 (the “contribution ratio”), divided by the exchange ratio (which is the ratio by which a Newmark Holdings limited partnership interest can be exchanged for a number of shares of Newmark Class A common stock (the “exchange ratio”)). Initially, the exchange ratio equaled one, so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A common stock; however, such exchange ratio is subject to adjustment. For reinvestment, acquisition or other purposes, Newmark may determine on a quarterly basis to distribute to its stockholders a smaller percentage of its income than Newmark Holdings distributes to its equity holders (excluding tax distributions from Newmark Holdings) of the cash that it received from Newmark OpCo. In such circumstances, the Separation and Distribution Agreement provides that the exchange ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of the distribution of such smaller percentage, after the payment of taxes. As of September 30, 2022, the exchange ratio equaled 0.9365. Redeemable Partnership Interests Founding/working partners have limited partnership interests (“FPUs”) in BGC Holdings and Newmark Holdings. Newmark accounts for FPUs outside of permanent capital as “Redeemable partnership interests,” on the accompanying unaudited condensed consolidated balance sheets. This classification is applicable to FPUs because these units are redeemable upon termination of a partner, including a termination of employment, which can be at the option of the partner and not within the control of the issuer. FPUs are held by limited partners who are primarily employees of BGC and generally receive quarterly allocations of net income. Upon termination of employment or otherwise ceasing to provide substantive services, the FPUs are generally redeemed, and the unit holders are no longer entitled to participate in the quarterly allocations of net income. These quarterly allocations of net income are contingent upon services being provided by the unit holder and are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying unaudited condensed consolidated statements of operations to the extent they relate to FPUs held by Newmark employees. Limited Partnership Units Certain employees of Newmark hold limited partnership interests in Newmark Holdings and BGC Holdings (e.g., REUs, RPUs, PSUs, PSIs, HDUs, and LPUs, collectively the “limited partnership units”). Prior to the Separation, certain employees of both BGC and Newmark generally received limited partnership units in BGC Holdings. As a result of the Separation, these employees were distributed limited partnership units in Newmark Holdings equal to a BGC Holdings limited partnership unit multiplied by the contribution ratio. In addition, in the BGC Holdings Distribution, these employees also received additional limited partnership units in Newmark Holdings. Subsequent to the Separation, Newmark employees generally have been granted limited partnership units in Newmark Holdings. Generally, such limited partnership units receive quarterly allocations of net income and generally are contingent upon services being provided by the unit holders. As prescribed in U.S. GAAP guidance, prior to the Spin-Off, the quarterly allocations of net income on such limited partnership units were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying unaudited condensed consolidated statements of operations. Following the Spin-Off, the quarterly allocations of net income on BGC Holdings and Newmark Holdings limited partnership units held by Newmark employees are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying unaudited condensed consolidated statements of operations, and the quarterly allocations of net income on Newmark Holdings limited partnership units held by BGC employees are reflected as a component of “Net income (loss) attributable to noncontrolling interests” on the accompanying unaudited condensed consolidated statements of operations. From time to time, Newmark issues limited partnership units as part of the consideration for acquisitions. Certain of these limited partnership units held by Newmark and BGC employees entitle the holders to receive post-termination payments equal to the notional amount of the units in four Certain Newmark employees hold preferred partnership units (“Preferred Units”). Each quarter, the net profits of Newmark Holdings are allocated to such units at a rate of either 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation (the “Preferred Distribution”). These allocations are deducted before the calculation and distribution of the quarterly partnership distribution for the remaining partnership units and are generally contingent upon services being provided by the unit holder. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. Preferred Units may not be made exchangeable into Newmark’s Class A common stock and are only entitled to the Preferred Distribution, and accordingly are not included in Newmark’s fully diluted share count. The quarterly allocations of net income on Preferred Units are reflected in compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying unaudited condensed consolidated statements of operations. After deduction of the Preferred Distribution, the remaining partnership units generally receive quarterly allocation of net income based on their weighted-average pro rata share of economic ownership of the operating subsidiaries. In addition, Preferred Units are granted in connection with the grant of certain limited partnership units, such as PSUs, that may be granted exchangeability to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes. Certain Newmark employees hold non-distribution earning units (e.g. NPSUs and NREUs, collectively “N Units”) that do not participate in quarterly partnership distributions and are not allocated any items of profit or loss. N Units become distribution earning limited partnership units, ratably over a four-year vesting term, if certain revenue thresholds are met at the end of each vesting term. Cantor Units Cantor holds limited partnership interests in Newmark Holdings (“Cantor units”). Cantor units are reflected as a component of “Noncontrolling interests” on the accompanying unaudited condensed consolidated balance sheets. Cantor receives quarterly allocations of net income (loss) and are reflected as a component of “Net income (loss) attributable to noncontrolling interests” on the accompanying unaudited condensed consolidated statements of operations. Exchangeable Preferred Limited Partnership Units The EPUs were issued in four tranches and were separately convertible by either RBC or Newmark into a fixed number of Newmark’s Class A common stock, subject to a revenue hurdle for Newmark in each of the fourth quarters of 2019 through 2022 for each of the four tranches, respectively. As the EPUs represented equity ownership of a consolidated subsidiary of Newmark, they have been included in “Noncontrolling interests” on the unaudited condensed consolidated statements of changes in equity. The EPUs were entitled to a preferred payable-in-kind dividend, which was recorded as accretion to the carrying amount of the EPUs through retained earnings on the accompanying unaudited condensed consolidated statements of changes in equity and are reductions to “Net income available to common stockholders” for the purpose of calculating earnings per share. (See Note 1 — “Organization and Basis of Presentation” for additional information). As of September 30, 2022, there were no EPUs outstanding. General Certain of the limited partnership interests, described above, have been granted exchangeability into BGC and/or Newmark Class A common stock, and additional limited partnership interests may become exchangeable for BGC and/or Newmark Class A common stock. At the time exchangeability is granted, Newmark recognizes an expense based on the fair value of the award on that date, which is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying unaudited condensed consolidated statements of operations. In addition, certain limited partnership interests have been granted the right to exchange into a Newmark partnership unit with a capital account, such as HDUs. HDUs have a stated capital account which is initially based on the closing trading price of Newmark Class A common stock at the time the HDU is granted and are included in “Accrued Compensation” on the accompanying unaudited condensed consolidated balance sheets. HDUs participate in quarterly partnership distributions and are not exchangeable into shares of Class A common stock. Limited partnership interests held by Cantor in Newmark Holdings as of September 30, 2022 are exchangeable for 24.6 million shares of Newmark Class B common stock. Subsequent to the Spin-Off, limited partnership interests in BGC Holdings held by a partner or Cantor may become exchangeable for BGC Class A or Class B common stock on a one-for-one basis, and limited partnership interests in Newmark Holdings held by a partner or Cantor may become exchangeable for a number of shares of Newmark Class A or Class B common stock equal to the number of limited partnership interests multiplied by the exchange ratio at that time. As of September 30, 2022, the exchange ratio equaled 0.9365. Each quarter, net income (loss) is allocated between the limited partnership interests and the common stockholders. In quarterly periods in which Newmark has a net loss, the loss is allocated to Cantor and reflected as a component of “Net income (loss) attributable to noncontrolling interests” on the accompanying unaudited condensed consolidated statements of operations. In subsequent quarters in which Newmark has net income, the initial allocation of income to the limited partnership interests is allocated to Cantor, and reflected in, “Net income (loss) attributable to noncontrolling interests,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests. This loss allocation process between limited partners and Cantor has no material impact on the net income (loss) allocated to common stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a detailed discussion about Newmark’s significant accounting policies, see Note 3 — “Summary of Significant Accounting Policies,” in Newmark’s consolidated financial statements included in Part II, Item 8 of Newmark’s Annual Report on Form 10-K for the year ended December 31, 2021. There were no significant changes made to Newmark’s significant accounting policies during the three and nine months ended September 30, 2022. Revenue Recognition: Management Services, Servicing Fees and Other: Management services revenues include property management, facilities management, project management and valuation and appraisal. Management fees are recognized at the time the related services have been performed, unless future contingencies exist. This also includes revenue from the licensing of flexible workspaces to its customers by Knotel and Deskeo. In addition, in regard to management and facility service contracts, the owner of the property will typically reimburse Newmark for certain expenses that are incurred on behalf of the owner, which comprise primarily on-site employee salaries and related benefit costs. The amounts which are to be reimbursed per the terms of the services contract are recognized as revenue in the same period as the related expenses are incurred. In certain instances, Newmark subcontracts property management services to independent property managers, in which case Newmark passes a portion of its property management fee on to the subcontractor, and Newmark retains the balance. Accordingly, Newmark records these fees gross of the amounts paid to subcontractors, and the amounts paid to subcontractors are recognized as expenses in the same period. Newmark also uses third party service providers in the provision of its services to customers. In instances where a third-party service provider is used, Newmark performs an analysis to determine whether it is acting as a principal or an agent with respect to the services provided. To the extent that Newmark determines that it is acting as a principal, the revenue and the expenses incurred are recorded on a gross basis. In instances where Newmark has determined that it is acting as an agent, the revenue and expenses are presented on a net basis within the revenue line item. In some instances, Newmark performs services for customers and incurs out-of-pocket expenses as part of delivering those services. Newmark’s customers agree to reimburse Newmark for those expenses, and those reimbursements are part of the contract’s transaction price. Consequently, these expenses and the reimbursements of such expenses from the customer are presented on a gross basis because the services giving rise to the out-of-pocket expenses do not transfer a good or service. The reimbursements are included in the transaction price when the costs are incurred, and the reimbursements are due from the customer. Servicing fees are earned for servicing mortgage loans and are recognized on an accrual basis over the lives of the related mortgage loans. Also included in servicing fees are the fees earned on prepayments, interest and placement fees on borrowers’ escrow accounts and other ancillary fees. Other revenues include interest income on warehouse notes receivable. Leasing and Other Commissions : Commissions from real estate lease brokerage transactions are typically recognized at a point in time on the date the lease is signed, if deemed not subject to significant reversal. The date the lease is signed represents the transfer of control and satisfaction of the performance obligation as the tenant has been secured. Commission payments may be due entirely upon lease execution or may be paid in installments upon the resolution of a future contingency (e.g. tenant move-in or payment of first month’s rent). Investment Sales Investment sales revenue from real estate sales brokerage transactions are recognized at the time the service has been provided and the commission becomes legally due, except when future contingencies exist. In most cases, close of escrow or transfer of title is a future contingency, and revenue recognition is deferred until all contingencies are satisfied. Commercial Mortgage Origination, net: Fair value of expected net future cash flows from servicing and loan originations and related fees and sales premiums, net, are recognized when a derivative asset or liability is recorded upon the commitment to originate a loan with a borrower and sell the loan to an investor. The derivative is recorded at fair value and includes loan origination fees, sales premiums, and the estimated fair value of the expected net servicing cash flows. The revenue is recognized net of related fees and commissions to third-party brokers. Mortgage brokerage and debt placement revenue is earned and recognized when the sale of a property closes, and title passes from seller to buyer. Current Expected Credit Losses ("CECL"): The accounting policy changes described below were updated pursuant to the adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments and related amendments on January 1, 2020. These policy updates have been applied using the modified retrospective approach in the accompanying unaudited condensed consolidated financial statements from January 1, 2020 onward. Financial information for the historical comparable periods was not revised and continues to be reported under the accounting standards in effect during those historical periods. In accordance with the guidance in ASC Topic 326, Newmark presents its financial assets that are measured at amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets carried at amortized cost and credit exposures on off-balance sheet financial guarantees, as well as changes to expected lifetime credit losses during the period, are recognized in earnings. The CECL methodology represents a significant change from prior U.S. GAAP and replaced the prior multiple impairment methods, which generally required that a loss be incurred before it was recognized. Within the life cycle of a loan or other financial asset in scope, the CECL methodology generally results in the earlier recognition of the provision for credit losses and the related allowance for credit losses than under prior U.S. GAAP. The CECL methodology’s impact on expected credit losses, among other things, reflects Newmark’s view of the current state of the economy, forecasted macroeconomic conditions and Newmark’s portfolios. Financial guarantee liability: Newmark's adoption of ASC 326 impacted the expected credit loss reserving methodology for the financial guarantee liability provided to Fannie Mae under the Delegated Underwriting and Servicing (“DUS”) Program and Freddie Mac’s Targeted Affordable Housing Program (“TAH”). The expected credit loss is modeled based on Newmark's historical loss experience adjusted to reflect current economic conditions. A significant amount of judgment is required in the determination of the appropriate reasonable and supportable period, the methodology used to incorporate current and future macroeconomic conditions, determination of the probability of and exposure at default or non-payment, current delinquency status, loan size, terms, amortization types, and the forward-looking view of the primary risk drivers (debt-service coverage ratio and loan-to-value), all of which are ultimately used in measuring the quantitative components of the reserve. Beyond the reasonable and supportable period, Newmark estimates expected credit losses using its historical loss rates. In addition, Newmark reviews the reserves periodically and makes adjustments for certain external and internal qualitative factors, which may increase or decrease the reserves for credit losses. In order to estimate credit losses, assumptions about current and future economic conditions are incorporated into the model using multiple economic scenarios that are weighted to reflect the conditions at each measurement date. During the three and nine months ended September 30, 2022, there was an increase in the CECL related provision of $0.7 million and $0.6 million, respectively. During the three and nine months ended September 30, 2021, there was a reduction in the CECL related provision of $1.1 million and $5.2 million, respectively. As of September 30, 2022 and December 31, 2021, respectively, the balance of the financial guarantee liabilities was $26.6 million and $26.0 million, and is included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. Receivables, net: Newmark has accrued commissions receivable from real estate brokerage transactions, management services and other receivables from contractual management assignments. Receivables are presented net of the CECL allowance as discussed above and are included in “Receivables, net” on the accompanying unaudited condensed consolidated balance sheets. For its CECL reserve, Newmark segregated its receivables into certain pools based on similar risk characteristics and further defined a range of potential loss rates for each pool based on aging. Newmark designed its methodology to allow for a range of loss rates in each pool such that changes in forward-looking conditions can be incorporated into the estimate. Each pool is assigned a loss rate that incorporates management’s view of current conditions and forward-looking conditions that inform the level of expected credit losses in each pool. The credit loss estimate includes specifically identified amounts for which payment has become unlikely. During the three and nine months ended September 30, 2022, there was an increase in the CECL related provision of $0.9 million and $5.5 million, respectively. During the three and nine months ended September 30, 2021, there was an increase in the CECL related provision of $0.5 million and $4.6 million, respectively. The balance of the reserve was $22.0 million and $16.7 million, respectively, as of September 30, 2022 and December 31, 2021 and is included in "Receivables, net" on the accompanying unaudited condensed consolidated balance sheets. Loans, Forgivable Loans and Other Receivables from Employees and Partners, net: Newmark has entered into various agreements with certain of its employees and partners, whereby these individuals receive loans which may be either wholly or in part repaid from the distribution earnings that the individual receives on some or all of their limited partnership units or may be forgiven over a period of time. The forgivable portion of these loans is not included in Newmark’s estimate of expected credit losses when employees meet the conditions for forgiveness through their continued employment over the specified time period and is recognized as compensation expense over the life of the loan. The amounts due from terminated employees that Newmark does not expect to collect are included in the allowance for credit losses. As of September 30, 2022 and December 31, 2021, the balance of this reserve was $3.8 million, and is included in “Loans, forgivable loans and other receivables from employees and partners, net” on the accompanying unaudited condensed consolidated balance sheets. From time to time, Newmark may also enter into agreements with employees and partners to grant bonus and salary advances or other types of loans. These advances and loans are repayable in the time frame outlined in the underlying agreements. Newmark reviews loan balances each reporting period for collectability. If Newmark determines that the collectability of a portion of the loan balances is not expected, Newmark recognizes a reserve against the loan balances as compensation expense. Reclassifications: The Company has made reclassifications to prior period balances to conform to current period presentation. These reclassifications had no effect on the reported results of operations. Beginning with the period ended March 31, 2022, the Company adjusted the revenue presentation in the unaudited condensed consolidated statement of operations. "Gains from mortgage banking activities/origination, net" has been combined with mortgage brokerage revenues as "Commercial mortgage origination, net", while "Investment sales" is a stand-alone line-item. For the three and nine months ended September 30, 2021, $43.3 million and $105.7 million, respectively, was reclassified from "Commissions" to "Commercial mortgage origination, net." Segment: Newmark has a single operating segment. Newmark is a real estate services firm offering services to commercial real estate tenants, investors, owners, occupiers, developers, leasing and corporate advisory, investment sales and real estate finance, consulting, origination and servicing of commercial mortgage loans, valuation, project and development management and property and facility management. The chief operating decision-maker regardless of geographic location evaluates the operating results of Newmark as total real estate services and allocates resources accordingly. Newmark recognized revenues as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Management services, servicing fees and other $ 222,379 $ 244,469 $ 689,183 $ 651,729 Leasing and other commissions 219,903 231,532 631,681 563,311 Investment sales 131,731 208,786 492,898 452,565 Commercial mortgage origination, net 90,633 103,338 284,483 254,372 Revenues $ 664,646 $ 788,125 $ 2,098,245 $ 1,921,977 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On April 1, 2022, Newmark completed the acquisitions of two companies; BH2, a London-based real estate advisory firm, and McCall & Almy, a multi-market tenant representation and real estate advisory firm. On May 3, 2022, Newmark completed the acquisition of Open Realty Advisors and Open Realty Properties, which together operate as “Open Realty”, a retail real estate advisory firm. For the nine months ended September 30, 2022, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisition. Newmark expects to finalize its analysis of the assets acquired and liabilities assumed within the first year of the acquisition, and therefore adjustments to assets and liabilities may occur (in thousands): As of the Purchase Price Contingent Consideration 7,322 Cash and stock issued at closing 65,534 Total $ 72,856 Allocations Cash $ 1,286 Goodwill 50,756 Other intangible assets, net 19,633 Receivables, net 3,625 Other assets 290 Right-of-use Assets 4,305 Right-of-use Liabilities (4,305) Accrued Compensation (2,175) Accounts payable, accrued expenses and other liabilities (559) Total $ 72,856 The total consideration for the acquisitions during the nine months ended September 30, 2022, was $72.9 million in total fair value comprising cash of $65.5 million and an assumed liability of $7.3 million. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $50.8 million, of which approximately $39.4 million is deductible by Newmark for tax purposes. These acquisitions were accounted for using the purchase method of accounting. The results of operations of the acquisitions have been included on the accompanying unaudited condensed consolidated financial statements subsequent to the respective dates of acquisition, which in aggregate contributed $8.3 million to Newmark’s revenues for the nine months ended September 30, 2022. Newmark acquired the first lien debt of Knotel, Inc. (“Knotel”), a global flexible workspace provider, in December of 2020. Newmark subsequently acquired Knotel's second lien debt in January of 2021. On January 31, 2021, Newmark agreed to provide approximately $19.8 million of debtor-in-possession financing to Knotel and to acquire the business, as part of Knotel's Chapter 11 sales process. On March 18, 2021, Newmark received approval from the U.S. Bankruptcy Court for the District of Delaware to acquire the business of Knotel. On March 24, 2021, Newmark acquired the business of Knotel. The Knotel acquisition has been determined to be a business combination with an acquisition date of March 31, 2021, for accounting purposes. The assets and liabilities of Knotel have been recorded in Newmark’s consolidated balance sheets at fair market value. On September 6, 2021, Newmark acquired a majority stake in the start-up Space Management (DBA "Deskeo"), France's leader in flexible and serviced workspace for enterprise clients. Based in Paris, France, Deskeo added over 50 locations to Newmark's international flexible office portfolio. In November 2021, Newmark completed the acquisition of a U.S. based real estate property management services firm. As of September 30, 2022, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisitions which occurred in 2021: As of the Purchase Price First and second lien debt 39,584 Debtor-in-possession financing 19,788 Assumed liability 6,574 Cash and stock issued at closing 44,492 Total $ 110,438 Allocations Cash $ 21,641 Goodwill 97,639 Other intangible assets, net 41,332 Receivables, net 7,478 Fixed Assets, net 40,605 Other assets 62,710 Right-of-use Assets 434,315 Right-of-use Liabilities (434,315) Accrued Compensation (2,076) Accounts payable, accrued expenses and other liabilities (103,771) Unrealized gain on investment (27,825) Initial investment (recorded at cost) (13,832) Non-controlling interest (13,463) Total $ 110,438 The total consideration for the acquisitions during the year ended December 31, 2021, was $110.4 million in total fair value, comprising of the extinguishment of first and second lien debt of $39.6 million, debtor-in-possession financing of $19.8 million, an assumed liability of $6.6 million, and $41.5 million in cash and $3.0 million of restricted Class A common stock. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $97.6 million, of which approximately $78.3 million is deductible by Newmark for tax purposes. These acquisitions were accounted for using the purchase method of accounting. The results of operations of the acquisitions have been included on the accompanying unaudited condensed consolidated financial statements subsequent to the date of acquisition, which in aggregate contributed $75.6 million to Newmark’s revenues for the year ended December 31, 2021. Deskeo was previously recorded as an alternative method investment on Newmark’s unaudited condensed consolidated balance sheet and amounted to $13.8 million. Pursuant to acquiring a majority interest in Deskeo and valuing its previously held non-controlling interest, Newmark recorded an unrealized gain of $27.8 million on the investment during the year ended December 31, 2021. |
Earnings Per Share and Weighted
Earnings Per Share and Weighted-Average Shares Outstanding | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Weighted-Average Shares Outstanding | Earnings Per Share and Weighted-Average Shares Outstanding U.S. GAAP guidance — Earnings (Loss) Per Share provides guidance on the computation and presentation of earnings (loss) per share (“EPS”). Basic EPS excludes dilution and is computed by dividing Net income available to common stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time. Net income (loss) is allocated to Newmark’s outstanding common stock, FPUs, limited partnership units and Cantor units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings”). In addition, in relation to the Newmark OpCo Preferred Investment, the EPUs issued in June 2018 and September 2018 were entitled to a preferred payable-in-kind dividend which is recorded as accretion to the carrying amount of the EPUs and was a reduction to net income available to common stockholders for the calculation of Newmark’s basic earnings per share and fully diluted earnings per share. The following is the calculation of Newmark’s basic EPS (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic earnings per share: Net income available to common stockholders (1) $ 27,964 $ 128,549 $ 76,848 $ 595,198 Basic weighted-average shares of common stock outstanding 177,231 199,413 183,311 189,317 Basic earnings per share $ 0.16 $ 0.64 $ 0.42 $ 3.14 (1) Includes a reduction for dividends on preferred stock or EPUs in the amount of $0.0 million and $6.2 million for the three and nine months ended September 30, 2021, respectively (see Note 1 — “Organization and Basis of Presentation”). Fully diluted EPS is calculated utilizing net income available to common stockholders plus net income allocations to the limited partnership interests in Newmark Holdings as the numerator. The denominator comprises Newmark’s weighted-average number of outstanding shares of Newmark common stock to the extent the related units are dilutive and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of common stock, stock options and RSUs. The limited partnership interests generally are potentially exchangeable into shares of Newmark Class A common stock and are entitled to remaining earnings after the deduction for the Preferred Distribution; as a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive. The following is the calculation of Newmark’s fully diluted EPS (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fully diluted earnings per share: Net income available to common stockholders $ 27,964 $ 128,549 $ 76,848 $ 595,198 Allocations of net income to limited partnership interests in Newmark Holdings, net of tax 9,710 — 23,635 — Net income for fully diluted shares $ 37,674 $ 128,549 $ 100,483 $ 595,198 Weighted-average shares: Common stock outstanding 177,231 199,413 183,311 189,317 Partnership units (1) 61,501 58,899 — RSUs (Treasury stock method) 2,604 4,696 3,809 3,816 Newmark exchange shares 2,133 1,172 2,048 1,187 Fully diluted weighted-average shares of common stock outstanding 243,469 205,281 248,067 194,320 Fully diluted earnings per share $ 0.15 $ 0.63 $ 0.41 $ 3.06 (1) Partnership units collectively include FPUs, limited partnership units, and Cantor and BGC units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” for more information). For the three and nine months ended September 30, 2022, 0.9 million and 0.9 million potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. For the three and nine months ended September 30, 2021, 52.5 million and 73.6 million potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive. |
Stock Transactions and Unit Red
Stock Transactions and Unit Redemptions | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stock Transactions and Unit Redemptions | Stock Transactions and Unit Redemptions As of September 30, 2022, Newmark has two classes of authorized common stock: Class A common stock and Class B common stock. Class A Common Stock Each share of Class A common stock is entitled to one vote. Newmark has 1.0 billion authorized shares of Class A common stock at $0.01 par value per share. Changes in shares of Newmark’s Class A common stock outstanding were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Shares outstanding at beginning of period 160,002,640 179,736,458 168,272,371 161,175,894 Share issuances: LPU redemption/exchange (1) 421,320 968,762 3,751,231 3,960,927 Issuance of Class A common stock for Newmark RSUs 297,266 254,735 1,686,307 1,498,343 Other (26,742) (244,815) 38,093 18,572,317 Treasury stock repurchases (10,163,677) (6,307,802) (23,217,195) (10,800,143) Shares outstanding at end of period 150,530,807 174,407,338 150,530,807 174,407,338 (1) Because they were included in Newmark’s fully diluted share count, if dilutive, any exchange of LPUs into Class A common stock would not impact the fully diluted number of shares and units outstanding. Class B Common Stock Each share of Class B common stock is entitled to 10 votes and is convertible at any time into one share of Class A common stock. As of September 30, 2022 and December 31, 2021, there were 21.3 million shares of Newmark Class B common stock outstanding. Share Repurchases On February 17, 2021, our Board increased its authorized share repurchases of Newmark Class A common stock and purchases of limited partnership interests in Newmark's subsidiaries to $400.0 million. This authorization includes repurchases of shares or purchase of units from executive officers, other employees and partners, including of BGC and Cantor, as well as other affiliated persons or entities. On February 10, 2022, the Board and Audit Committee reauthorized the $400.0 million Newmark share repurchase and unit redemption authorization, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities. From time to time, Newmark may actively continue to repurchase shares and/or purchase units. During the three and nine months ended September 30, 2022, Newmark repurchased 10,163,677 and 23,217,195 shares of Class A common stock, respectively, at an average price of $10.36 and $12.10, respectively. As of September 30, 2022, Newmark had $146.9 million remaining from its share repurchase and unit purchase authorization. The following table details Newmark's unit redemptions and share repurchases for cash, under the new program, and does not include unit redemptions and/or cancellations in connection with the grant of shares of Newmark's Class A common stock. The gross unit redemptions and share repurchases of Newmark's Class A common stock during the nine months ended September 30, 2022 were as follows (in thousands except units, shares and per share amounts): Total Average Approximate Repurchases January 1, 2022 - March 31, 2022 1,682,871 $ 18.35 April 1, 2022 - June 30, 2022 11,370,647 $ 12.75 July 2022 2,390,179 $ 10.19 August 2022 3,337,037 $ 10.68 September 2022 4,436,461 $ 10.20 Total Repurchases 23,217,195 $ 12.10 $ 146,927 Redeemable Partnership Interests The changes in the carrying amount of FPUs follow (in thousands): September 30, 2022 December 31, 2021 Balance at beginning of period: $ 20,947 $ 20,045 Income allocation 1,892 4,532 Distributions of income (4,468) (1,215) Redemptions — (2,169) Issuance and other (1,417) (246) Balance at end of period $ 16,954 $ 20,947 |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities On June 28, 2013, BGC sold certain assets of eSpeed, its on-the-run business, to Nasdaq. The total consideration received by BGC in the transaction included the Nasdaq Earn-out of up to 14,883,705 shares of Nasdaq shares to be paid ratably over 15 years, provided that Nasdaq, as a whole, produces at least $25.0 million in consolidated gross revenues each year. The Nasdaq Earn-out was excluded from the initial gain on the divestiture and is recognized in income as it is realized and earned when these contingent events have occurred, consistent with the accounting guidance for gain contingencies. BGC transferred the remaining rights under the Nasdaq Earn-out to Newmark on September 28, 2017. Any Nasdaq shares that were received by BGC prior to September 28, 2017 were not transferred to Newmark. In connection with the Nasdaq Earn-out, Newmark received 992,247 shares during the years ended December 31, 2017 through 2020. In accordance with the terms of the agreement, Newmark would recognize the remaining Nasdaq Earn-out of up to 6,945,729 shares of Nasdaq shares ratably over approximately the next 7 years, provided that Nasdaq, as a whole, produces at least $25.0 million in gross revenues each year. On February 2, 2021, Nasdaq announced that it entered into a definitive agreement to sell its U.S. fixed income business to Tradeweb. On June 25, 2021, Nasdaq announced the closing of the sale of its U.S. fixed income business, which accelerated Newmark’s receipt of Nasdaq shares. Newmark received 6,222,340 Nasdaq shares, with a fair value of $1,093.9 million based on the closing price on June 30, 2021 included in “Other (loss) income, net” for the three months ended June 30, 2021 . On June 25, 2021, the SPV notified RBC of its decision to settle the third and fourth Nasdaq Forwards using the Nasdaq shares the SPV received on June 25, 2021. On July 2, 2021, Newmark settled the Nasdaq Forwards with 944,329 Nasdaq shares, with a fair value of $166.0 million based on the closing price of June 30, 2021, and retained 5,278,011 Nasdaq shares. Newmark had no remaining Nasdaq Forward contracts as of September 30, 2022. Newmark sold 2,780,180 shares of Nasdaq during the third and fourth quarter of 2021, and during the three months ended March 31, 2022, Newmark sold all of its remaining 2,497,831 shares of Nasdaq. The gross proceeds of the Nasdaq shares sold were $437.8 million for the nine months ended September 30, 2022. Newmark recorded realized losses on the mark-to-market of these securities of $7.5 million for the nine months ended September 30, 2022. Newmark recorded unrealized losses on the mark-to-market of these securities of $80.1 million for the nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, Newmark sold 3,458,515 and 3,709,257 of the Nasdaq shares. The gross proceeds of the Nasdaq shares sold were $460.3 million and $495.7 million for the three and nine months ended September 30, 2021, respectively. Newmark recorded realized gains on the mark-to-market of these securities of $11.8 million and $16.5 million for the three and nine months ended September 30, 2021, respectively. Newmark recorded unrealized gains on the mark-to-market of these securities of $58.1 million and $41.5 million for the three and nine months ended September 30, 2021, respectively. Realized and unrealized gains on the mark-to-market of these shares are included in “Other income, net” on the accompanying unaudited condensed consolidated statements of operations. As of September 30, 2022, Newmark had $1.0 million marketable securities in a public entity on the accompanying unaudited condensed consolidated balance sheets. As of December 31, 2021, Newmark had $524.6 million included in “Marketable securities” on the accompanying unaudited condensed consolidated balance sheets (see Note 20 — “Collateralized Transactions”). On August 2, 2021, a subsidiary of Newmark, Newmark OpCo, entered into a Master Repurchase Agreement (the “Repurchase Agreement”) with CF Secured, LLC (“CF Secured”), an affiliate of Cantor, pursuant to which Newmark could seek, from time-to-time, to execute short-term secured financing transactions. The Company, under the Repurchase Agreement, could seek to sell securities, in this case common shares of Nasdaq, owned by the Company, to CF Secured, under the Repurchase Agreement, and agreed to repurchase those securities on a date certain at a repurchase price generally equal to the original purchase price plus interest. Pursuant to the Repurchase Agreement, as of December 31, 2021 the Company had 866,791 Nasdaq shares pledged in the amount of $182.0 million, against which Newmark received $140.0 million. The $140.0 million amount received from CF Secured is included in "Repurchase agreements and securities loaned" on the accompanying unaudited condensed consolidated balance sheets (see Note 20 — "Repurchase Agreements and Securities Loaned" and Note 27 — “Related Party Transactions”). As of September 30, 2022, Newmark had no shares pledged. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments Newmark has a 27% ownership in Real Estate LP, a joint venture with Cantor in which Newmark has the ability to exert significant influence over the operating and financial policies. Accordingly, Newmark accounts for this investment under the equity method of accounting. Newmark recognized equity (loss) income of $0.1 million for the three and nine months ended September 30, 2022 and 2021. Equity (loss) income is included in "Other income, net" on the accompanying unaudited condensed consolidated statements of operations. Newmark did not receive any distributions for the three and nine months ended September 30, 2022 and 2021, respectively. The carrying value of this investments was $88.4 million and $88.3 million as of September 30, 2022 and December 31, 2021, respectively. On July 20, 2022, Newmark exercised its redemption option and expects to receive approximately $88.4 million from Cantor on or prior to July 20, 2023. Investments Carried Under Measurement Alternatives Newmark has acquired investments in entities for which it does not have the ability to exert significant influence over operating and financial policies (see Note 4 — “Acquisitions”). For the three and nine months ended September 30, 2022, Newmark recorded unrealized losses related to these investments of $1.3 million and $15.2 million, respectively. Newmark recorded gains of $2.5 million relating to these investments for the nine months ended September 30, 2021. Newmark did not record realized gains or losses related to these investments for the three months ended September 30, 2021. The changes in value are included as a part of “Other income (loss), net” on the accompanying unaudited condensed consolidated statements of operations. The carrying value of these investments were $7.5 million and $20.0 million as of September 30, 2022 and December 31, 2021, respectively, and are included in “Other assets” on the accompanying unaudited condensed consolidated balance sheets. |
Capital and Liquidity Requireme
Capital and Liquidity Requirements | 9 Months Ended |
Sep. 30, 2022 | |
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract] | |
Capital and Liquidity Requirements | Capital and Liquidity RequirementsNewmark is subject to various capital requirements in connection with seller/servicer agreements that Newmark has entered into with the various GSEs. Failure to maintain minimum capital requirements could result in Newmark’s inability to originate and service loans for the respective GSEs and could have a direct material adverse effect on the accompanying unaudited condensed consolidated financial statements. Management believes that, as of September 30, 2022 and December 31, 2021, Newmark had met all capital requirements. As of September 30, 2022 and December 31, 2021, the most restrictive capital requirement was the net worth requirement of the Federal National Mortgage Association (“Fannie Mae”). Newmark exceeded the minimum requirement by $415.1 million and $400.5 million, respectively, as of September 30, 2022 and December 31, 2021. Certain of Newmark’s agreements with Fannie Mae allow Newmark to originate and service loans under Fannie Mae’s DUS Program. These agreements require Newmark to maintain sufficient collateral to meet Fannie Mae’s restricted and operational liquidity requirements based on a pre-established formula. Certain of Newmark’s agreements with the Federal Home Loan Mortgage Corporation (“Freddie Mac”) allow Newmark to service loans under TAH. These agreements require Newmark to pledge sufficient collateral to meet Freddie Mac’s liquidity requirement o f 8% o f the outstanding principal of TAH loans serviced by Newmark. Management believes that, as of September 30, 2022 and December 31, 2021, Newmark had met all liquidity requirements. In addition, as a servicer for Fannie Mae, the Government National Mortgage Association (“Ginnie Mae”) and Federal Housing Administration, Newmark is required to advance to investors any uncollected principal and interest due from borrowers. Outstanding borrower advances were $1.1 million and $0.9 million as of September 30, 2022 and December 31, 2021, respectively, and are included in “Other assets” on the accompanying unaudited condensed consolidated balance sheets. |
Loans Held for Sale, at Fair Va
Loans Held for Sale, at Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | |
Loans Held for Sale, at Fair Value | Loans Held for Sale, at Fair Value Loans held for sale, at fair value represent originated loans that are typically financed by short-term warehouse facilities (see Note 21 — “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises”) and sold within 45 days from the date the mortgage loan is funded. Newmark initially and subsequently measures all loans held for sale at fair value on the accompanying unaudited condensed consolidated balance sheets. The fair value measurement falls within the definition of a Level 2 measurement (significant other observable inputs) within the fair value hierarchy. Electing to use fair value allows a better offset of the change in the fair value of the loans and the change in fair value of the derivative instruments used as economic hedges. Loans held for sale had a cost basis and fair value as follows (in thousands): September 30, 2022 December 31, 2021 Cost Basis $ 1,017,130 $ 1,051,220 Fair Value 980,859 1,072,479 As of September 30, 2022 and December 31, 2021, all of the loans held for sale were either under commitment to be purchased by Freddie Mac or had confirmed forward trade commitments for the issuance and purchase of Fannie Mae or Ginnie Mae mortgage-backed securities that will be secured by the underlying loans. As of September 30, 2022 and December 31, 2021, there we re no lo ans held for sale that were 90 days or more past due or in nonaccrual status. Newmark records interest income on loans held for sale, in accordance with the terms of the individual loans, during the period prior to sale. Interest income on loans held for sale is included in “Management services, servicing fees and other” on the accompanying unaudited condensed consolidated statements of operations. Gains (losses) for fair value adjustments on loans held for sale is included in “Commercial mortgage origination, net” on the accompanying unaudited condensed consolidated statements of operations. Interest income and gains (losses) for fair value adjustments on loans held for sale were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest income on loans held for sale $ 7,180 $ 5,392 $ 17,286 $ 13,326 Gains (loss) recognized on change in fair value on loans held for sale (48,098) 9,989 (36,271) 15,810 |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DerivativesNewmark accounts for its derivatives at fair value and recognizes all derivatives as either assets or liabilities on the accompanying unaudited condensed consolidated balance sheets. In its normal course of business, Newmark enters into commitments to extend credit for mortgage loans at a specific rate (rate lock commitments) and commitments to deliver these loans to third-party investors at a fixed price (forward sale contracts). In addition, Newmark had previously entered into the Nasdaq Forwards (see Note 1 - "Organization and Basis of Presentation") that are accounted for as derivatives. The fair value of derivative contracts, computed in accordance with Newmark’s netting policy, is set forth below (in thousands): September 30, 2022 December 31, 2021 Derivative contract Assets Liabilities Notional Amounts (1) Assets Liabilities Notional Amounts (1) Rate lock commitments $ 5,076 $ 15,250 $ 269,737 $ 3,956 $ 2,836 $ 174,787 Forward sale contracts 67,525 — 1,286,867 4,544 2,180 1,226,007 Total $ 72,601 $ 15,250 $ 1,556,604 $ 8,500 $ 5,016 $ 1,400,794 (1) Notional amounts represent the sum of gross long and short derivative contracts, an indication of the volume of Newmark’s derivative activity, and do not represent anticipated losses. The change in fair value of rate lock commitments and forward sale contracts related to mortgage loans are reported as part of “Commercial mortgage origination, net” on the accompanying unaudited condensed consolidated statements of operations. The change in fair value of rate lock commitments are disclosed net of $0.7 million and $0.5 million of expenses (income) for the three months ended September 30, 2022 and 2021, respectively, and $0.9 million and $1.7 million of expenses for the nine months ended September 30, 2022 and 2021, respectively. The changes in fair value of rate lock commitments are reported as part of “Compensation and employee benefits” on the accompanying unaudited condensed consolidated statements of operations. Gains and losses on derivative contracts, which are included on the accompanying unaudited condensed consolidated statements of operations were as follows (in thousands): Location of gain (loss) recognized in income for derivatives Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Derivatives not designed as hedging instruments: Rate lock commitments Commercial mortgage origination, net (4,104) (8,001) (9,271) 11,842 Rate lock commitments Compensation and employee benefits (679) 488 (903) (1,689) Forward sale contracts Commercial mortgage origination, net 58,001 13,904 67,525 6,600 Total $ 53,218 $ 6,391 $ 57,351 $ 16,753 Derivative assets and derivative liabilities are included in “Other current assets”, “Other assets” and the “Accounts payable, accrued expenses and other liabilities”, on the accompanying unaudited condensed consolidated balance sheets. |
Credit Enhancement Receivable,
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability | 9 Months Ended |
Sep. 30, 2022 | |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit [Abstract] | |
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability | Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability Newmark was a party to a Credit Enhancement Agreement (“CEA”), dated March 9, 2012, with German American Capital Corporation and Deutsche Bank Americas Holding Corporation (together, the “DB Entities”). On October 20, 2016, the DB Entities assigned the CEA to Deutsche Bank AG Cayman Island Branch, a Cayman Island Branch of Deutsche Bank AG (“DB Cayman”). Under the terms of these agreements, DB Cayman provided Newmark with varying levels of ongoing credit protection, subject to certain limits, for Fannie Mae and Freddie Mac loans subject to loss-sharing (see Note 23 — “Financial Guarantee Liability”) in Newmark’s servicing portfolio as of March 9, 2012. DB Cayman also reimbursed Newmark for any losses incurred due to violation of underwriting and servicing agreements that occurred prior to March 9, 2012. In accordance within the terms of the CEA, Newmark paid all amounts due to the DB Entities on March 23, 2021 fulfilling the Company's obligations under the agreement. For the three and nine months ended September 30, 2022 and 2021, there were no reimbursements under the CEA. Newmark's servicing portfolio consisted of the following loss-sharing components (in thousands): September 30, 2022 December 31, 2021 Total credit risk loan portfolio $ 27,175,759 $ 25,764,721 Maximum pre-credit enhancement loss exposure $ 8,243,515 $ 7,785,850 Maximum DB Cayman credit protection — — Maximum loss exposure without any form of credit protection $ 8,243,515 $ 7,785,850 Credit enhancement receivable As of September 30, 2022 and December 31, 2021, there were no credit enhancement receivables. Credit enhancement deposit The CEA required the DB Entities to deposit $25.0 million into Newmark’s Fannie Mae restricted liquidity account (see Note 9 — “Capital and Liquidity Requirements”). On March 23, 2021, Newmark returned the credit enhancement deposit of $25.0 million to the DB Entities. Contingent liability Under the CEA, Newmark was required to pay DB Cayman, on March 9, 2021, an amount equal to 50% of the positive difference, if any, between (a) $25.0 million, and (b) Newmark’s unreimbursed loss-sharing payments from March 9, 2012 through March 9, 2021 on Newmark’s servicing portfolio as of March 9, 2012. On March 23, 2021, Newmark paid DB Cayman the entire outstanding amount. As of September 30, 2022 and December 31, 2021, there was no contingent liability. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from Contracts with Customers | Revenues from Contracts with Customers The following table presents Newmark’s total revenues separately for its revenues from contracts with customers and other sources of revenues (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues from contracts with customers: Leasing and other commissions $ 219,903 $ 231,532 $ 631,681 $ 563,311 Investment sales 131,731 208,786 492,898 452,565 Mortgage brokerage and debt placement 41,792 43,308 138,407 105,688 Management services 163,831 198,539 530,220 524,519 Total 557,257 682,165 1,793,206 1,646,083 Other sources of revenue (1) : Fair value of expected net future cash flows from servicing recognized at commitment, net 27,386 33,644 88,357 88,175 Loan originations related fees and sales premiums, net 21,455 26,386 57,719 60,508 Servicing fees and other 58,548 45,930 158,963 127,211 Total $ 664,646 $ 788,125 $ 2,098,245 $ 1,921,977 (1) Although these items have customers under contract, they were recorded as other sources of revenue as they were excluded from the scope of ASU No. 2014-9. Disaggregation of revenues Newmark’s chief operating decision-maker, regardless of geographic location, evaluates the operating results, including revenues, of Newmark as total real estate services (see Note 3 — “Summary of Significant Accounting Policies” for further discussion). Contract balances The timing of Newmark’s revenue recognition may differ from the timing of payment by its customers. Newmark records a receivable when revenue is recognized prior to payment and Newmark has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, Newmark records deferred revenue until the performance obligations are satisfied. Newmark’s deferred revenue primarily relates to customers paying in advance or billed in advance where the performance obligation has not yet been satisfied. Deferred revenue is recorded as a contract liability. Deferred revenue at September 30, 2022 and December 31, 2021 was $2.4 million and $3.7 million, respectively. During the nine months ended September 30, 2022 and 2021, Newmark recognized revenue of $2.5 million and $1.6 million, respectively, that was recorded as deferred revenue at the beginning of the period. For Knotel and Deskeo, the Company’s remaining performance obligations that represent contracted customer revenues that have not yet been recognized as revenue as of September 30, 2022, that will be recognized as revenue in future periods over the life of the customer contracts, in accordance with ASC 606, is approximately $173.9 million. Over half of the remaining performance obligation as of September 30, 2022 is scheduled to be recognized as revenue within the next twelve months, with the remaining to be recognized over the remaining life of the customer contracts, which extends through 2030. Approximate future cash flows to be received over the next five years at September 30, 2022 are as follows (in thousands): 2022 $ 31,919 2023 76,835 2024 35,168 2025 14,949 2026 7,071 Thereafter 7,922 Total $ 173,864 |
Commercial Mortgage Origination
Commercial Mortgage Origination, Net | 9 Months Ended |
Sep. 30, 2022 | |
Mortgage Banking [Abstract] | |
Commercial Mortgage Origination, Net | Commercial Mortgage Origination, NetCommercial mortgage origination, net consists of the following activity (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fair value of expected net future cash flows from servicing recognized at commitment, net $ 27,386 $ 33,644 $ 88,357 $ 88,175 Loan originations related fees and sales premiums, net 21,455 26,386 57,719 60,508 Mortgage brokerage and debt placement 41,792 43,309 138,407 105,689 Total $ 90,633 $ 103,339 $ 284,483 $ 254,372 |
Mortgage Servicing Rights, Net
Mortgage Servicing Rights, Net | 9 Months Ended |
Sep. 30, 2022 | |
Transfers and Servicing [Abstract] | |
Mortgage Servicing Rights, Net | Mortgage Servicing Rights, Net The changes in the carrying amount of MSRs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Mortgage Servicing Rights 2022 2021 2022 2021 Beginning Balance $ 577,948 $ 544,725 $ 563,488 $ 528,983 Additions 26,752 28,246 98,378 98,820 Amortization (29,793) (28,760) (86,959) (83,592) Ending Balance $ 574,907 $ 544,211 $ 574,907 $ 544,211 Valuation Allowance Beginning Balance $ (9,268) $ (18,319) $ (13,186) $ (34,254) Decrease (increase) 321 8,031 4,239 23,966 Ending Balance $ (8,947) $ (10,288) $ (8,947) $ (10,288) Net Balance $ 565,960 $ 533,923 $ 565,960 $ 533,923 Servicing fees are included in “Management services, servicing fees and other” on the accompanying unaudited condensed consolidated statements of operations and were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Servicing fees $ 37,333 $ 35,444 $ 110,367 $ 102,534 Escrow interest and placement fees 6,870 1,117 10,276 3,168 Ancillary fees 6,830 3,533 19,986 7,352 Total $ 51,033 $ 40,094 $ 140,629 $ 113,054 Newmark’s primary servicing portfolio at September 30, 2022 and December 31, 2021 was $69.1 billion and $68.4 billion, respectively. Also, Newmark is the named special servicer for a number of commercial mortgage-backed securitizations. Upon certain specified events (such as, but not limited to, loan defaults and loans assumptions), the administration of the loan is transferred to Newmark. Newmark’s special servicing portfolio was $1.8 billion and $2.0 billion at September 30, 2022 and December 31, 2021, respectively. The estimated fair value of the MSRs at September 30, 2022 and December 31, 2021 was $655.3 million and $608.0 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net The changes in the carrying amount of goodwill were as follows (in thousands): Balance, January 1, 2021 $ 560,332 Acquisitions 97,168 Measurement period and currency translation adjustments (369) Balance, December 31, 2021 657,131 Acquisitions 50,756 Measurement period and currency translation adjustments (9,205) Balance, September 30, 2022 $ 698,682 Goodwill is not amortized and is reviewed annually for impairment or more frequently if impairment indicators arise, in accordance with U.S. GAAP guidance on Goodwill and Other Intangible Assets . Newmark completed its annual goodwill impairment testing for the year ended December 31, 2021, which did not result in a goodwill impairment (see Note 4 — “Acquisitions” for more information). Other intangible assets consisted of the following (in thousands, except weighted-average life): September 30, 2022 Gross Accumulated Net Weighted- 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 12,578 (7,521) 5,057 2.8 Non-contractual customers 30,131 (14,460) 15,671 8.8 License agreements 4,981 (4,981) — 0.0 Non-compete agreements 9,402 (4,794) 4,608 3.3 Contractual customers 46,628 (8,621) 38,007 6.2 Other 6,607 (3,362) 3,245 12.0 Total $ 127,067 $ (43,739) $ 83,328 6.2 December 31, 2021 Gross Accumulated Net Weighted- 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 12,765 (6,021) 6,744 3.7 Non-contractual customers 30,131 (12,815) 17,316 9.4 License agreements 4,981 (4,981) — 0.0 Non-compete agreements 6,558 (3,898) 2,660 3.5 Contractual customers 33,731 (3,822) 29,909 7.0 Other 4,552 (1,722) 2,830 5.3 Total $ 109,458 $ (33,259) $ 76,199 7.1 Intangible amortization expense for the three months ended September 30, 2022 and 2021 was $3.5 million and $2.4 million, respectively, and $10.9 million and $6.5 million for the nine months ended September 30, 2022 and 2021, respectively. Intangible amortization is included as a part of “Depreciation and amortization” on the accompanying unaudited condensed consolidated statements of operations. Impairment charges are included in intangible amortization expense. The estimated future amortization of definite life intangible assets as of September 30, 2022 was as follows (in thousands): 2022 $ 3,339 2023 13,799 2024 13,142 2025 11,441 2026 8,176 Thereafter 16,691 Total $ 66,588 |
Fixed Assets, Net
Fixed Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Fixed Assets, Net Fixed assets, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Leasehold improvements, furniture and fixtures, and other fixed assets $ 199,557 $ 184,704 Software, including software development costs 43,687 32,851 Computer and communications equipment 29,680 27,382 Total, cost 272,924 244,937 Accumulated depreciation and amortization (124,380) (109,181) Total, net $ 148,544 $ 135,756 Depreciation expense for the three months ended September 30, 2022 and 2021 was $12.2 million and $6.4 million, respectively, and $27.3 million and $16.5 million for the nine months ended September 30, 2022 and 2021, respectively. Newmark recorded $2.7 million and $3.5 million impairment for the three and nine months ended September 30, 2022, respectively. Newmark did not record any impairment for the three and nine months ended September 30, 2021. The impairment charge is included as a part of “Depreciation and amortization” on the accompanying unaudited condensed consolidated statements of operations. Capitalized software development costs for the three months ended September 30, 2022 was $7.1 million. There were no capitalized software development costs recorded for the three months ended September 30, 2021. Capitalized software development costs were $9.1 million and $0.8 million for the nine months ended September 30, 2022 and 2021, respectively. Amortization of software development costs totaled $0.8 million and $0.3 million for the three months ended September 30, 2022 and 2021, respectively and $1.5 million and $1.0 million for the nine months ended September 30, 2022 and 2021, |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases Newmark has operating leases for real estate and equipment. These leases have remaining lease terms ranging from 1 to 16 years, some of which include options to extend the leases in 5 to 10 years increments for up to 10 years. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply the judgment to determine the appropriate lease term. Certain leases also include periods covered by an option to terminate the lease if Newmark is reasonably certain not to exercise the termination option. The Company measures its lease payments by including fixed rental payments and, where relevant, variable rental payments tied to an index, such as the Consumer Price Index. Payments for leases in place before the date of adoption of ASC 842, Leases were determined based on previous leases guidance. The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term and variable lease expense not included in the lease payment measurement is recognized as incurred. All leases were classified as operating leases as of September 30, 2022. Pursuant to the accounting policy election, leases with an initial term of twelve months or less are not recognized on the balance sheet. The short-term lease expense over the period reasonably reflects the Company’s short-term lease commitments. ASC 842, Leases requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. The Company determines whether an arrangement is a lease or includes a lease at the contract inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the Company has the right to obtain substantially all of the economic benefits from, and can direct the use of, the identified asset for a period of time, the Company accounts for the identified asset as a lease. The Company has elected the practical expedient to not separate lease and non-lease components for all leases other than real estate leases. The primary non-lease component that is combined with a lease component represents operating expenses such as utilities, maintenance or management fees. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of the new Leases standard in determining the present value of lease payments for existing leases. The Company has elected to use a portfolio approach for the incremental borrowing rate, applying corporate bond rates to the leases. The Company calculated the appropriate rates with reference to the lease term and lease currency. The Company uses information available at the lease commencement date to determine the discount rate for any new leases. Operating lease costs were $31.9 million and $27.2 million for the three months ended September 30, 2022 and 2021, respectively, and $88.6 million and $60.7 million for the nine months ended September 30, 2022 and 2021, respectively, and are included in “Operating, administrative and other” on the accompanying unaudited condensed consolidated statements of operations. Operating cash flows for the nine months ended September 30, 2022 and 2021, included payments of $81.4 million and $58.7 million for operating lease liabilities, respectively. As of September 30, 2022 and December 31, 2021, Newmark did not have any leases that have not yet commenced but that create significant rights and obligations. For the three and nine months ended September 30, 2022 and 2021, respectively, Newmark had short-term lease expense of $0.2 million and $0.9 million, respectively, and $0.5 million and $1.2 million, respectively. For the three and nine months ended September 30, 2022 and 2021, respectively, Newmark had sublease income of $0.2 million and $0.7 million, respectively, and $0.1 million and $0.6 million, respectively. Newmark recorded a $2.6 million impairment for the three and nine months ended September 30, 2022. The impairment charge is included as a part of “Depreciation and amortization” on the accompanying unaudited condensed consolidated statements of operations. The weighted-average discount rate as of September 30, 2022 and December 31, 2021 was 4.43% and 3.95% and the remaining weighted-average lease term was 7.4 years and 7.4 years, respectively. As of September 30, 2022 and December 31, 2021, Newmark had operating lease Right-of-use assets of $612.7 million and $606.6 million, respectively, and operating lease Right-of-use liabilities of $87.0 million and $82.0 million, respectively, recorded in “ Accounts payable, and accrued expenses and other liabilities Rent expense, including the operating lease costs above, for the three months ended September 30, 2022 and 2021, were $35.9 million and $29.7 million, respectively, and $107.9 million and $62.9 million for the nine months ended September 30, 2022 and 2021, respectively. Rent expense is included in “Operating, administrative and other” on the accompanying unaudited condensed consolidated statements of operations. For Knotel and Deskeo, the Company’s remaining performance obligations that represent contracted customer revenues that have not yet been recognized as revenue as of September 30, 2022, that will be recognized as revenue in future periods over the life of the customer contracts, in accordance with ASC 606, is approximately $173.9 million. Over half of the remaining performance obligation as of September 30, 2022 is scheduled to be recognized as revenue within the next twelve months, with the remaining to be recognized over the remaining life of the customer contracts, which extends through 2030. Newmark is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, expiring at various dates through 2033. Certain of these leases contain escalation clauses that require payment of additional rent to the extent of increases in certain operating or other costs. Minimum lease payments under these arrangements were as follows (in thousands): September 30, 2022 December 31, 2021 2022 $ 30,538 $ 113,822 2023 120,052 112,840 2024 116,347 106,038 2025 112,132 101,211 2026 108,730 96,493 Thereafter 353,409 274,764 Total lease payments 841,208 805,168 Less: Interest 157,148 137,141 Present value of lease liability $ 684,060 $ 668,027 |
Other Current Assets and Other
Other Current Assets and Other Assets | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets [Abstract] | |
Other Current Assets and Other Assets | Other Current Assets and Other Assets Other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Derivative assets $ 72,601 $ 8,501 Equity method investment 88,438 — Prepaid expenses 37,909 36,422 Other taxes 14,820 17,383 Rent and other deposits 18,417 20,471 Other 3,399 560 Total $ 235,584 $ 83,337 Other assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Deferred tax assets $ 70,285 $ 70,191 Equity method investment — 88,308 Non-marketable investments 7,512 20,017 Other 27,950 33,965 Total $ 105,747 $ 212,481 |
Repurchase Agreements and Secur
Repurchase Agreements and Securities Loaned | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Repurchase Agreements and Securities Loaned | Repurchase Agreements and Securities LoanedSecurities sold under Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will be repurchase, including accrued interest. As of December 31, 2021, Newmark had securities loaned with Cantor of $140.0 million. The market value of the securities loaned was $182.0 million as of December 31, 2021. The cash collateral received from Cantor bore an interest rate of 0.95% as of December 31, 2021. As of September 30, 2022, there were no repurchase agreements and securities loaned on the accompanying unaudited condensed consolidated balance sheet. |
Warehouse Facilities Collateral
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises | 9 Months Ended |
Sep. 30, 2022 | |
Broker-Dealer [Abstract] | |
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises | Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises Newmark uses its warehouse facilities and repurchase agreements to fund mortgage loans originated under its various lending programs. Outstanding borrowings against these lines are collateralized by an assignment of the underlying mortgages and third-party purchase commitments and are recourse only to Berkeley Point Capital, LLC. Newmark had the following lines available and borrowings outstanding (in thousands): Committed Uncommitted Balance at September 30, 2022 Balance at December 31, 2021 Stated Spread to One-Month LIBOR/SOFR (4) Rate Type Warehouse facility due June 14, 2023 (1) $ 450,000 $ — $ 189,620 $ 243,659 135 bps Variable Warehouse facility due June 14, 2023 (1) — 300,000 — 135,601 135 bps Variable Warehouse facility due September 25, 2023 300,000 — 109,223 193,091 130 bps Variable Warehouse facility due September 25, 2023 — 100,000 — — 130 bps Variable Warehouse facility due October 7, 2022 (2) (3) 600,000 — 577,600 384,571 130 bps Variable Fannie Mae repurchase agreement, open maturity — 400,000 139,909 93,771 115 bps Variable Total $ 1,350,000 $ 800,000 $ 1,016,352 $ 1,050,693 (1) The warehouse line established a $125.0 million sublimit line of credit to fund potential principal and interest servicing advances on the Company's Fannie Mae portfolio during the forbearance period related to the CARES Act. Advances will have an interest rate of 1-month SOFR plus 190 bps. There wer e no outstanding draws under this sublimit as of September 30, 2022. (2) This line was temporarily increased by $100 million to $700 million for the period September 30, 2022 to October 7, 2022. (3) This line was renewed on October 7, 2022. The maturity date was extended to October 6, 2023. The committed amount was increased to $800 million and the stated spread is now to SOFR. (4) The spread for the warehouse line due October 7, 2022 is to LIBOR. The Fannie Mae repurchase line and the other warehouse lines are to SOFR. Pursuant to the terms of the warehouse facilities, Newmark is required to meet several financial covenants. Newmark was in compliance with all covenants as of September 30, 2022 and December 31, 2021, respectively. The borrowing rates on the warehouse facilities are based on short-term LIBOR or SOFR plus applicable margins. Due to the short-term maturity of these instruments, the carrying amounts approximate fair value. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 6.125% Senior Notes $ 547,141 $ 545,239 Credit Facility — — Total $ 547,141 $ 545,239 6.125% Senior Notes On November 6, 2018, Newmark closed its offering of $550.0 million aggregate principal amount of 6.125% Senior Notes due 2023 (the “6.125% Senior Notes”). The 6.125% Senior Notes were priced on November 1, 2018 at 98.94% to yield 6.375%. The 6.125% Senior Notes were offered and sold by Newmark in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended (“Securities Act”). The 6.125% Senior Notes were subsequently exchanged for notes with substantially similar terms that were registered under the Securities Act. The 6.125% Senior Notes bear an interest rate of 6.125% per annum, payable on each May 15 and November 15, beginning on May 15, 2019, and will mature on November 15, 2023. The carrying amount of the 6.125% Senior Notes was determined as follows (in thousands): September 30, 2022 December 31, 2021 Principal balance $ 550,000 $ 550,000 Less: debt issue cost 1,441 2,404 Less: debt discount 1,418 2,357 Total $ 547,141 $ 545,239 Newmark uses the effective interest rate method to amortize debt discounts and uses the straight-line method to amortize debt issue costs over the life of the notes. Interest expense, amortization of debt issue costs and amortization of the debt discount of the 6.125% Senior Notes, included in “Interest (expense) income, net” on the accompanying unaudited condensed consolidated statements of operations, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense $ 8,740 $ 8,720 $ 26,204 $ 26,146 Debt issue cost amortization 321 321 963 963 Debt discount amortization 318 298 938 881 Total $ 9,379 $ 9,339 $ 28,105 $ 27,990 Debt Repurchase Program On June 16, 2020, the Newmark Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by Newmark of up to $50.0 million of Newmark’s 6.125% Senior Notes and any future debt securities issued by the Company. As of September 30, 2022, Newmark had $50.0 million remaining under its debt repurchase authorization. Credit Facility On November 28, 2018, Newmark entered into a credit agreement by and among Newmark, the several financial institutions from time to time party thereto, as Lenders, and Bank of America N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement provided for a $250.0 million three-year unsecured senior revolving credit facility (the “Credit Facility”). Borrowings under the Credit Facility bore an annual interest rate equal to, at Newmark’s option, either (a) LIBOR for specified periods, or upon the consent of all Lenders, such other period that is 12 months or less, plus an applicable margin, or (b) a base rate equal to the greatest of (i) the federal funds rate plus 0.5%, (ii) the prime rate as established by the administrative agent, and (iii) one-month LIBOR plus 1.0%, plus an applicable margin. The applicable margin was 2.0% with respect to LIBOR borrowings and could range from 1.25% to 2.25% in (a) above and was 1.00% with respect to base rate borrowings and could range from 0.25% to 1.25% in (b) above, depending upon Newmark’s credit rating. The Credit Facility also provided for an unused facility fee. On February 26, 2020, Newmark entered into an amendment to the Credit Agreement, increasing the size of the Credit Facility to $425.0 million (the “Amended Credit Facility”) and extending the maturity date to February 26, 2023. The annual interest rate on the Amended Credit Facility was reduced to LIBOR plus 1.75%, subject to a pricing grid linked to Newmark’s credit ratings from Standard & Poor’s and Fitch. On March 16, 2020, Newmark entered into a second amendment to the Credit Agreement, increasing the size of the Amended Credit Facility to $465.0 million (the "Second Amended Credit Facility"). The annual interest rate on the Second Amended Credit Facility was LIBOR plus 1.75%, subject to a pricing grid linked to Newmark’s credit ratings from S&P Global Ratings and Fitch. In July 2021, Newmark paid the $140.0 million outstanding on the Credit Facility. On March 10, 2022, Newmark entered into the A&R Credit Agreement, which amended and restated the Credit Agreement, as amended. Pursuant to the A&R Credit Agreement, the Lenders agreed to: (a) increase the amount available to the Company under the Credit Facility to $600.0 million, (b) extend the maturity date of the Credit Facility to March 10, 2025, and (c) improve pricing to 1.50% per annum with respect to Term SOFR (as defined in the A&R Credit Agreement) borrowings. As of September 30, 2021, borrowings under the Credit Facility carried an interest rate of 1.84%, with a weighted-average interest rate of 0.42%. As of September 30, 2022, there were no borrowings under the Credit Facility. Newmark uses the straight-line method to amortize debt issue costs over the life of the notes. Interest expense and amortization of debt issue costs of the Credit Facility, included in “Interest (expense) income, net” on the accompanying unaudited condensed consolidated statements of operations, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense $ — $ 150 $ — $ 1,341 Debt issue cost amortization — 275 — 826 Unused facility fee 328 276 962 695 Total $ 328 $ 701 $ 962 $ 2,862 |
Financial Guarantee Liability
Financial Guarantee Liability | 9 Months Ended |
Sep. 30, 2022 | |
Guarantees [Abstract] | |
Financial Guarantee Liability | Financial Guarantee Liability Newmark shares risk of loss for loans originated under the Fannie Mae DUS and Freddie TAH programs and could incur losses in the event of defaults under or foreclosure of these loans. Under the loss-share guarantee, Newmark’s maximum liability to the extent of actual losses incurred is approximately 33% of the outstanding principal balance on Fannie Mae DUS or Freddie TAH loans. Risk-sharing percentages are established on a loan-by-loan basis when originated, with most loans at 33% and “modified” loans at lower percentages. Under certain circumstances, risk-sharing percentages can be revised subsequent to origination or Newmark could be required to repurchase the loan. In the event of a loss resulting from a catastrophic event that is not required to be covered by borrowers’ insurance policies, Newmark can recover the loss under its mortgage impairment insurance policy. Any potential recovery is subject to the policy’s deductibles and limits. At September 30, 2022, the credit risk loans being serviced by Newmark on behalf of Fannie Mae and Freddie Mac had outstanding principal balances of $27.2 billion with a maximum potential loss of $8.2 billion. At December 31, 2021, the credit risk loans being serviced by Newmark on behalf of Fannie Mae and Freddie Mac had outstanding principal balances of approximately $25.8 billion with a maximum potential loss of approximately $7.8 billion. As of September 30, 2022 and December 31, 2021, there were no loans covered by the CEA. Newmark’s current estimate of expected credit losses considers various factors, including, without being limited to, historical default and losses, current delinquency status, loan size, terms, amortization types, the forward-looking view of the primary risk drivers (debt-service coverage ratio and loan-to-value) based on forecasts of economic conditions and local market performance. During the three and nine months ended September 30, 2022, there was an increase to the reserve by $0.7 million and $0.6 million, respectively. For the three and nine months ended September 30, 2021, there was an increase to the reserve of $1.1 million and decrease to the reserve by $5.2 million, respectively. A loan is considered to be delinquent once it is 60 days past due. As of September 30, 2022, there was one loan in foreclosure with an outstanding principal balance of $22.8 million, with a maximum loss exposure of $7.6 million. Proceeds from the liquidation of the assets are estimated to be approximately $20.0 million based on current estimates of fair value. Newmark’s share of the loss would approximate $1.5 million. As of September 30, 2022, there was one delinquent loan that had an outstanding principal balance of $7.3 million, with a maximum loss exposure of $2.4 million. Proceeds from the liquidation of the asset are estimated to be approximately $4.2 million based on current estimate of fair value. Newmark's share of the loss would approximate $1.1 million. As of December 31, 2021, there were two loans in the credit risk portfolio with outstanding principal balances of $33.6 million, with a maximum loss exposure of $11.2 million, that were delinquent. If both delinquent loans resulted in a loss event, proceeds from the liquidation of the assets are estimated to be approximately $28.4 million based on estimates of fair value at December 31, 2021. Newmark's share of the loss would approximate $2.3 million. As of September 30, 2022 and December 31, 2021, no actual losses were incurred. The provisions for risk-sharing were included in “Operating, administrative and other” on the accompanying unaudited condensed consolidated statements of operations as follows (in thousands): Balance, January 1, 2021 $ 29,581 Provision for expected credit losses (3,592) Balance, December 31, 2021 25,989 Provision for expected credit losses 588 Balance, September 30, 2022 $ 26,577 |
Concentrations of Credit Risk
Concentrations of Credit Risk | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit RiskThe lending activities of Newmark create credit risk in the event that counterparties do not fulfill their contractual payment obligations. In particular, Newmark is exposed to credit risk related to the Fannie Mae DUS and Freddie Mac TAH loans (see Note 23 — “Financial Guarantee Liability”). As of September 30, 2022, 20% and 11% of $8.2 billion of the maximum loss was for properties located in California and Texas, respectively. As of December 31, 2021, 20% and 13% of $7.8 billion of the maximum loss was for properties located in California and Texas, respectively. |
Escrow and Custodial Funds
Escrow and Custodial Funds | 9 Months Ended |
Sep. 30, 2022 | |
Deposit Assets Disclosure [Abstract] | |
Escrow and Custodial Funds | Escrow and Custodial FundsIn conjunction with the servicing of multifamily and commercial loans, Newmark holds escrow and other custodial funds. Escrow funds are held at unaffiliated financial institutions generally in the form of cash and cash equivalents. These funds amounted to $1.2 billion and $2.3 billion, as of September 30, 2022 and December 31, 2021, respectively. These funds are held for the benefit of Newmark’s borrowers and are segregated in custodial bank accounts. These amounts are excluded from the assets and liabilities of Newmark. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities U.S. GAAP guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • Level 1 measurements—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 measurements—Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. • Level 3 measurements—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. As required by U.S. GAAP guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP guidance (in thousands): As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 1,031 $ — $ — $ 1,031 Loans held for sale, at fair value — 980,859 — 980,859 Rate lock commitments — — 5,076 5,076 Forward sale contracts — — 67,525 67,525 Total $ 1,031 $ 980,859 $ 72,601 $ 1,054,491 Liabilities: Contingent consideration — — 12,253 12,253 Rate lock commitments — — 15,250 15,250 Total $ — $ — $ 27,503 $ 27,503 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 524,569 $ — $ — $ 524,569 Loans held for sale, at fair value — 1,072,479 — 1,072,479 Debt securities — — — — Rate lock commitments — — 3,957 3,957 Forward sale contracts — — 4,544 4,544 Total $ 524,569 $ 1,072,479 $ 8,501 $ 1,605,549 Liabilities: Contingent consideration $ — $ — $ 12,338 $ 12,338 Rate lock commitments — — 2,836 2,836 Forwards sale contracts — — 2,180 2,180 Total $ — $ — $ 17,354 $ 17,354 There were no transfers among Level 1, Level 2 and Level 3 for the three and nine months ended September 30, 2022 and 2021, respectively. Level 3 Financial Assets and Liabilities: Changes in Level 3 Nasdaq Forwards, rate lock commitments, forward sale contracts and contingent consideration measured at fair value on recurring basis were as follows (in thousands): As of September 30, 2022 Opening Total realized Additions Settlements Closing Unrealized Assets: Rate lock commitments $ 3,957 $ 5,076 $ — $ (3,957) $ 5,076 $ 5,076 Forward sale contracts 4,544 67,525 — (4,544) 67,525 67,525 Total $ 8,501 $ 72,601 $ — $ (8,501) $ 72,601 $ 72,601 Opening Total realized Additions Settlements Closing Unrealized Liabilities: Contingent consideration $ 12,338 $ 778 $ 7,322 $ (8,185) $ 12,253 $ 778 Rate lock commitments 2,836 15,250 — (2,836) 15,250 15,250 Forward sale contracts 2,180 — — (2,180) — — Total $ 17,354 $ 16,028 $ 7,322 $ (13,201) $ 27,503 $ 16,028 As of December 31, 2021 Opening Total realized Additions Settlements Closing Unrealized Assets: Rate lock commitments $ 21,034 $ 3,957 $ — $ (21,034) $ 3,957 $ 3,957 Forward sale contracts 7,632 4,544 — (7,632) 4,544 4,544 Nasdaq Forwards 12,822 (12,822) — — — — Total $ 41,488 $ (4,321) $ — $ (28,666) $ 8,501 $ 8,501 Opening Total realized Additions Settlements Closing Unrealized Liabilities: Contingent consideration $ 31,481 $ (1,351) $ — $ (17,792) $ 12,338 $ 12,338 Rate lock commitments 2,977 2,836 — (2,977) 2,836 2,836 Forward sale contracts 14,971 2,180 — (14,971) 2,180 2,180 Total $ 49,429 $ 3,665 $ — $ (35,740) $ 17,354 $ 17,354 Quantitative Information About Level 3 Fair Value Measurements The following tables present quantitative information about the significant unobservable inputs utilized by Newmark in the fair value measurement of Level 3 assets and liabilities measured at fair value on a recurring basis: September 30, 2022 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 12,253 Discount rate 4.0% - 11.8% (1) 7.2% Probability of meeting earnout and contingencies 75.0%- 99.0% (1) 91.9% Derivative assets and liabilities: Forward sale contracts $ 67,525 $ — Counterparty credit risk N/A N/A Rate lock commitments $ 5,076 $ 15,250 Counterparty credit risk N/A N/A December 31, 2021 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 12,338 Discount rate 4.0% - 10.2% (1) 8.1% Probability of meeting earnout and contingencies 75.0% - 99.0% (1) 91.6% Derivative assets and liabilities: Forward sale contracts $ 4,544 $ 2,180 Counterparty credit risk N/A N/A Rate lock commitments $ 3,957 $ 2,836 Counterparty credit risk N/A N/A (1) Newmark’s estimate of contingent consideration as of September 30, 2022 and December 31, 2021 was based on the acquired business’ projected future financial performance, including revenues. Valuation Processes - Level 3 Measurements Both the rate lock commitments to borrowers and the forward sale contracts to investors are derivatives and, accordingly, are marked to fair value on the accompanying unaudited condensed consolidated statements of operations. The fair value of Newmark’s rate lock commitments to borrowers and loans held for sale and the related input levels includes, as applicable: • The assumed gain loss of the expected loan sale to the investor, net of employee benefits; • The expected net future cash flows associated with servicing the loan; • The effects of interest rate movements between the date of the rate lock and the balance sheet date; and • The nonperformance risk of both the counterparty and Newmark. The fair value of Newmark’s forward sales contracts to investors considers effects of interest rate movements between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value. The fair value of Newmark’s rate lock commitments and forward sale contracts is adjusted to reflect the risk that the agreement will not be fulfilled. Newmark’s exposure to nonperformance in rate lock and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of Newmark’s counterparties, the short duration of rate lock commitments and forward sales contracts, and Newmark’s historical experience with the agreements, management does not believe the risk of nonperformance by Newmark’s counterparties to be significant. The Nasdaq Forwards were derivatives and, accordingly, were marked to fair value on the accompanying unaudited condensed consolidated statements of operations. The fair values of the Nasdaq Forwards were determined utilizing the following inputs, as applicable: • The underlying number of shares and the related strike price; • The maturity date; and • The implied volatility of Nasdaq’s stock price. The fair values of Newmark’s Nasdaq Forwards considered the effects of Nasdaq’s stock price volatility between the balance sheet date and the maturity date. The fair value is determined by the use of a Black-Scholes put option valuation model. Information About Uncertainty of Level 3 Fair Value Measurements The significant unobservable inputs used in the fair value of Newmark’s contingent consideration are the discount rate and probability of meeting earnout and contingencies. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the probability of meeting earnout and contingencies would have resulted in a significantly higher (lower) fair value measurement. As of September 30, 2022 and December 31, 2021, the present value of expected payments related to Newmark’s contingent consideration was $12.3 million and $12.3 million, respectively (see Note 31 — “Commitments and Contingencies”). As of September 30, 2022 and December 31, 2021, the undiscounted value of the payments, assuming that all contingencies are met, would be $17.3 million and $13.2 million, respectively. Fair Value Measurements on a Non-Recurring Basis |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (a) Service Agreements Newmark receives administrative services, including but not limited to, treasury, legal, accounting, information technology, payroll administration, human resources, incentive compensation plans and other support, provided by Cantor. Allocated expenses were $7.3 million and $5.7 million for the three months ended September 30, 2022 and 2021, respectively, and $20.9 million and $17.7 million for the nine months ended September 30, 2022 and 2021, respectively. These expenses are included as part of “Fees to related parties” on the accompanying unaudited condensed consolidated statements of operations. (b) Loans, Forgivable Loans and Other Receivables from Employees and Partners Newmark has entered into various agreements with certain employees and partners whereby these individuals receive loans which may be either wholly or in part repaid from the distribution of earnings that the individuals receive on some or all of their limited partnership interests or may be forgiven over a period of time. The forgivable portion of these loans is recognized as compensation expense over the life of the loans. From time to time, Newmark may also enter into agreements with employees and partners to grant bonus and salary advances or other types of loans. These advances and loans are repayable in the timeframes outlined in the underlying agreements. As of September 30, 2022 and December 31, 2021, the aggregate balance of employee loans was $493.0 million and $453.3 million, respectively, and is included as “Loans, forgivable loans and other receivables from employees and partners, net” on the accompanying unaudited condensed consolidated balance sheets. Compensation expense for the above-mentioned employee loans for the three months ended September 30, 2022 and 2021 was $21.4 million and $17.2 million, respectively, and $61.0 million and $54.0 million for the nine months ended September 30, 2022 and 2021, respectively. The compensation expense related to these employee loans is included as part of “Compensation and employee benefits” on the accompanying unaudited condensed consolidated statements of operations. Other Related Party Transactions In February 2019, Newmark's Audit Committee authorized Newmark and its subsidiaries to originate and service GSE loans for Cantor and its affiliates (other than BGC) and service loans originated by Cantor and its affiliates (other than BGC) on prices, rates and terms no less favorable to Newmark and its subsidiaries than those charged by third parties. The authorization is subject to certain terms and conditions, including but not limited to: (i) a maximum amount up to $100.0 million per loan, (ii) a $250.0 million limit on loans that have not yet been acquired or sold to a GSE at any given time, and (iii) a separate $250.0 million limit on originated Fannie Mae Loans outstanding to Cantor at any given time. On November 30, 2020, Newmark entered into an arrangement to assist View, Inc. (“View”) in the sale of its products and services to real estate clients in exchange for commissions. View, Inc. is a Silicon Valley-based producer of high-efficiency dynamic glass that controls light, heat, and glare, providing unobstructed views and privacy using a low voltage control system. In connection with the arrangement, View also agreed to engage Newmark as its exclusive provider of real estate services for a period of at least five years. While View is not under common control with Newmark, it was, at the time that the agreement was executed, the target of a merger with CF Finance Acquisition Corp. II, a special purpose acquisition company sponsored by Cantor. (c) Transactions with Cantor Commercial Real Estate, L.P. ("CCRE") Newmark has a revenue-share agreement with CCRE, in which Newmark pays CCRE for referrals for leasing or other services. Newmark did not make any payments under this agreement to CCRE during the nine months ended September 30, 2022 and 2021. Newmark did not recognize revenue for the three and nine months ended September 30, 2022 and recognized $0.7 million and $1.7 million of revenue for the three and nine months ended September 30, 2021, respectively, in connection with this revenue-share agreement. In addition, Newmark has a loan referral agreement in place with CCRE, in which either party can refer a loan to the other. Newmark did not have any revenues from these referrals for the three and nine months ended September 30, 2022 and 2021, respectively. Such revenues are recognized in “Commercial mortgage origination, net” on the accompanying unaudited condensed consolidated statements of operations. These referral fees are net of the broker fees and commissions paid to CCRE. Newmark did not purchase any primary servicing rights during the three and nine months ended September 30, 2022 and 2021. Newmark also services loans for CCRE on a “fee for service” basis, generally prior to a loan’s sale or securitization, and for which no MSR is recognized. Newmark recognized servicing revenues (excluding interest and placement fees) from servicing rights purchased from CCRE on a “fee for service” basis of $0.8 million and $0.9 million for the three months ended September 30, 2022 and 2021, respectively, and $2.7 million and $2.7 million for the nine months ended September 30, 2022, and 2021, respectively, which was included as part of “Management services, servicing fee and other” on the accompanying unaudited condensed consolidated statements of operations. On July 22, 2019, Cantor Commercial Real Estate Lending, L.P. (“CCRE Lending”), a wholly owned subsidiary of Real Estate LP, made a $146.6 million commercial real estate loan (the “Loan”) to a single-purpose company (the “Borrower”) in which Barry Gosin, Newmark’s Chief Executive Officer, owns a 19% interest. The Loan is secured by the Borrower’s interest in property in Pennsylvania that is subject to a ground lease. While CCRE Lending initially provided the full loan amount, on August 16, 2019, a third-party bank purchased approximately 80% of the Loan value from CCRE Lending, with CCRE Lending retaining approximately 20%. The Loan matures on August 6, 2029, and is payable monthly at a fixed interest rate of 4.38% per annum. Transactions with Executive Officers and Directors Executive Compensation (i) Rispoli Employment Agreement On September 29, 2022, Mr. Rispoli entered into an employment agreement with Newmark OpCo and Newmark Holdings. In connection with the employment agreement, the Compensation Committee approved the following for Mr. Rispoli: (i) an award of 500,000 Newmark RSUs granted in connection with the execution of the employment agreement, divided into tranches of 100,000 RSUs each that vest on a seven-year schedule; (ii) an award of 250,000 Newmark RSUs granted in connection with the execution of the employment agreement, divided into tranches of 50,000 RSUs each that vest on a seven-year schedule; and (iii) exchange rights into shares of Newmark Class A common stock with respect to 20,221 previously awarded non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli. A copy of the employment agreement was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2022 and is described in detail therein. (ii) Other Executive Compensation On December 21, 2021, the Compensation Committee approved: (i) the redemption of all of Mr. Gosin’s remaining 838,996 non-exchangeable Newmark PPSUs for $8,339,980 in cash and (ii) compensation of approximately $7,357,329 by way of the Company causing 478,328 of Mr. Gosin’s non-exchangeable Newmark PSUs to be redeemed for zero and issuing 446,711 shares of Newmark Class A Common Stock, based upon the closing price on the date the Committee approved the transaction (which was $16.47) and an exchange ratio of 0.9339. The estimated pre-tax value of this transaction is $15,697,309, less applicable taxes and withholdings, using a 53.13% tax rate for Mr. Gosin. On December 21, 2021, Mr. Lutnick elected to redeem all of his 193,530 currently exchangeable Newmark PPSUs for a cash payment of $1,465,873. In addition, upon the Compensation Committee’s approval of the monetization of Mr. Gosin’s remaining non-exchangeable Newmark PPSUs and a number of Mr. Gosin’s non-exchangeable PSUs on December 21, 2021, Mr. Lutnick (i) elected to redeem 188,883 non-exchangeable Newmark PPSUs for a cash payment of $1,954,728, and 127,799 non-exchangeable Newmark NPPSUs for a cash payment of $1,284,376, both for which he previously waived, but now accepted under the Company’s standing policy for Mr. Lutnick; and (ii) received the right to monetize, and accepted the monetization of, his remaining 122,201 non-exchangeable Newmark NPPSUs for a cash payment of $1,228,124, under such standing policy. In connection with the foregoing, Mr. Lutnick accepted the right to monetize approximately $4,406,915 by way of the Company causing 286,511 of Mr. Lutnick’s non-exchangeable Newmark PSUs to be redeemed for zero and issuing 267,572 shares of Newmark Class A Common Stock based upon the closing price on the date the Committee approved the transaction (which was $16.47) and a 0.9339 exchange ratio, under the Company’s standing policy applying to Mr. Lutnick, with such acceptance of rights granted in reference to Mr. Gosin’s December 2021 transactions to the extent necessary to effectuate the foregoing (and otherwise Mr. Lutnick waived all remaining rights, which shall be cumulative). The aggregate estimated pre-tax value of these transactions is $10,340,015, less applicable taxes and withholdings, using a 57.38% tax rate for Mr. Lutnick. On June 28, 2021, in connection with the 2021 Equity Event, the Compensation Committee approved the specific transactions with respect to the Company’s executive officers set forth below. All of the transactions included in the 2021 Equity Event, with respect to Messrs. Lutnick, Gosin and Rispoli, were based on (i) the price for Newmark Class A common stock of $12.50 per share, as approved by the Compensation Committee; (ii) the price of BGC Partners Class A common stock of $5.86; and (iii) the price of Nasdaq common stock of $177.11. On April 27, 2021, the Compensation Committee approved an additional monetization opportunity for Mr. Merkel: (i) 73,387 of Mr. Merkel’s 145,384 non-exchangeable Newmark Holdings PSUs were redeemed for zero, (ii) 19,426 of Mr. Merkel’s 86,649 non-exchangeable Newmark Holdings PPSUs were redeemed for a cash payment of $0.2 million, and (iii) 68,727 shares of Newmark Class A common stock were issued to Mr. Merkel. On the same day, the 68,727 shares of Newmark Class A common stock were repurchased from Mr. Merkel at $10.67 per share, the closing price of Newmark Class A common stock on that date, under the Company's stock buyback program. The total payment delivered to Mr. Merkel was $0.8 million, less applicable taxes and withholdings. On March 16, 2021, the Company redeemed 30,926 non-exchangeable Newmark Holdings PSUs held by Mr. Merkel for zero and in connection therewith issued 28,962 shares of Newmark Class A common stock. On the same day, the Company repurchased these shares from Mr. Merkel at the closing price of Newmark Class A common stock of $11.09 per share under the Company's stock buyback program. The total payment delivered to Mr. Merkel was $0.3 million, less applicable taxes and withholdings. The Compensation Committee approved these transactions. On March 16, 2021, pursuant to the Newmark standing policy for Mr. Lutnick, the Compensation Committee granted exchange rights and/or monetization rights with respect to rights available to Mr. Lutnick. Mr. Lutnick elected to waive such rights one-time with such future opportunities to be cumulative. The aggregate number of Mr. Lutnick’s units for which he waived exchange rights or other monetization rights was 4,423,457 non-exchangeable Newmark Holdings PSUs/NPSUs, inclusive of the PSUs receiving an HDU conversion right and 1,770,016 non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount of $21.6 million at that time, inclusive of the PPSUs receiving an HDU conversion right. On March 16, 2021, the Compensation Committee granted Mr. Gosin exchange rights into shares of Newmark Class A common stock with respect to 526,828 previously awarded non-exchangeable Newmark Holdings PSUs and 30,871 non-exchangeable Newmark Holdings APSUs held by Mr. Gosin (which, based on the closing price of the Class A common stock of $11.09 per share on such date and using the exchange ratio of 0.9365, had a value of $5.8 million in the aggregate). In addition, on March 16, 2021, the Compensation Committee approved removing the sale restrictions on Mr. Gosin’s remaining 178,232 restricted shares of Class A common stock in BGC (which were originally issued in 2013) and associated 82,680 remaining restricted shares of Newmark Class A common stock (issued as a result of the Company spin-off in November 2018). On March 16, 2021, the Compensation Committee granted Mr. Rispoli (i) exchange rights into shares of Newmark Class A common stock with respect to 6,043 previously awarded non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli (which, based on the closing price of the Class A common stock of $11.09 per share on such date and using the exchange ratio of 0.9365, had a value of $0.1 million); and (ii) exchange rights into cash with respect to 4,907 previously awarded non-exchangeable Newmark Holdings PPSUs held by Mr. Rispoli (which had an average determination price of $15.57 per unit, for a total of $0.1 million in the aggregate to be paid for taxes when (i) is exchanged). Howard W. Lutnick, Chairman On December 27, 2021, the Compensation Committee approved a one-time bonus award to Mr. Lutnick (the “Award”), which was evidenced by the execution and delivery of a Retention Bonus Agreement dated December 28, 2021 (the “Effective Date”) and described below (the “Award Agreement”), in consideration of his success in managing certain aspects of the Company’s performance as its principal executive officer and Chairman. The Award rewarded Mr. Lutnick for his efforts in delivering superior financial results for the Company and its stockholders, including in particular his success in creating substantial value for the Company and its stockholders in connection with creating, structuring, hedging and monetizing the forward share contract to receive over time shares of common stock of Nasdaq, Inc. (the “Nasdaq Derivative”) held by the Company (together, the “Nasdaq Shares”) and the strong balance sheet and significant amount of income created from the Nasdaq Derivative. A principal reason for structuring the Award with a substantial portion to be paid out over three years was also to further incentivize Mr. Lutnick to continue to serve as both the Company’s principal executive officer and its Chairman for the benefit of the Company’s stockholders. The Award Agreement provides for an aggregate cash payment of $50 million, payable as follows: $20 million within three days of the Effective Date (which payment was made on December 31, 2021), and $10 million within thirty days following vesting on each of the first, second and third anniversaries of the Effective Date. Any entitlement to future amounts not vested will be forfeited immediately if, prior to the applicable anniversary date, Mr. Lutnick ceases to serve as both the Company’s Chairman and its principal executive officer, unless Mr. Lutnick ceasing to serve in either such capacity occurs pursuant to a “Vesting Termination,” as that term is defined in the Award Agreement. Mr. Lutnick has purchased Newmark Class A Common Stock with the after-tax proceeds of the initial tranche of the Award. The Award Agreement describes a “Vesting Termination” as (i) a termination of Mr. Lutnick’s employment by the Company without “Cause” (as that term is defined in the Award Agreement) or (ii) an involuntary removal of the Executive from the position of Chairman of the Board on or after the occurrence of a Change in Control (as that term is defined in the Change of Control Agreement dated as of December 13, 2017 by and between Mr. Lutnick and the Company (the “Control Agreement”). In the event that Mr. Lutnick ceases to serve as both the Company’s Chairman and its principal executive officer pursuant to a Vesting Termination, any amounts not vested will immediately become fully vested. The Award Agreement provides that Mr. Lutnick ceasing to serve as the Company’s Chairman and principal executive officer pursuant to his death or disability does not constitute a Vesting Termination. The provisions of the Control Agreement do not apply to the Award. A copy of the Award Agreement was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2021 and is described in detail under the heading “2021 Lutnick Award” in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 29, 2022. On June 28, 2021, in connection with the 2021 Equity Event, the Newmark Compensation Committee approved the following for Mr. Lutnick: (i) the exchange of 279,725 exchangeable Newmark Holdings PSUs into 263,025 shares of Class A common stock of Newmark based on the then applicable exchange ratio of 0.9403; and $1,465,874 associated with Mr. Lutnick’s non-exchangeable 193,530 Newmark Holdings PPSUs was redeemed and used for tax purposes; (ii) the conversion of 552,482.62 non-exchangeable Newmark Holdings PSUs with the right to exchange PSUs into HDUs (“H-Rights”) into 552,482.62 non-exchangeable Newmark Holdings HDUs and redemption of such HDUs for their Capital Account of $7,017,000, paid in the form of Nasdaq Shares issued at $177.11 per share (which was the NASDAQ closing price as of June 28, 2021); and $7,983,000 associated with Mr. Lutnick’s non-exchangeable Newmark Holdings PPSUs with -H were redeemed and used for tax purposes; (iii) the exchange of 520,380 exchangeable BGC Holdings PSUs into 520,380 shares of Class A common stock of BGC Partners, and $1,525,705 associated with Mr. Lutnick’s exchangeable BGC Holdings PPSUs was redeemed and used for tax purposes; (iv) the redemption of 88,636 non-exchangeable BGC Holdings PSUs pursuant to Mr. Lutnick’s rights under his existing standing policy, and the issuance of 88,636 shares of Class A common stock of BGC Partners; (v) the conversion of 1,131,774 non-exchangeable BGC Holdings PSUs with H-Rights into 1,131,774 non-exchangeable BGC Holdings HDUs and $7,983,000 associated with Mr. Lutnick’s BGC Holdings PPSUs with H- Rights was redeemed and used for tax purposes in connection with the exercise of the exercise of the BGC Holdings HDUs; and (vi) the issuance of 29,059 shares of Class A common stock of Newmark. In accordance with Mr. Lutnick’s right under his existing standing policy, and in connection with the 2021 Equity Event, upon the approval of the Newmark Compensation Committee: (i) 2,909,819 non-exchangeable Newmark Holdings PSUs, pursuant to Mr. Lutnick’s rights under his existing standing policy, were redeemed and 2,736,103 shares of Class A common stock of Newmark, based upon the then applicable exchange ratio of 0.9403, were granted to Mr. Lutnick; and (ii) $8,798,546 associated with Mr. Lutnick’s rights under his existing standing policy was redeemed and used for tax purposes. See Item 11 — “Executive Compensation” in our Annual Report on Form 10-K/A for additional information and definitions. Barry M. Gosin, Chief Executive Officer On September 20, 2021, the Compensation Committee approved a monetization opportunity for Mr. Gosin: all of Mr. Gosin’s 2,114,546 non-exchangeable BGC Holdings PSUs were redeemed for zero and 2,114,456 shares of BGC Class A common stock were issued to Mr. Gosin. Effective as of April 14, 2022, Mr. Gosin’s 905,371 BGC Holdings HDUs were redeemed for a cash payment of $3,521,893 based upon a price of $3.89 per unit, which was the closing price of BGC Partners Class A common stock on April 14, 2022. On June 28, 2021, the Compensation Committee approved the following for Mr. Gosin, the Company’s Chief Executive Officer: (i) the exchange of 1,531,061.84 exchangeable Newmark Holdings units (comprised of 1,438,597.37 exchangeable Newmark Holdings PSUs and 92,464.47 exchangeable Newmark Holdings APSUs) into 1,439,658 shares of Class A common stock of Newmark based upon the then current exchange ratio of 0.9403; and $834,508 associated with Mr. Gosin’s exchangeable Newmark Holdings PPSUs was redeemed and used for tax purposes; (ii) the conversion of 443,871.60 non-exchangeable Newmark Holdings PSUs with H-Rights into 443,871.60 non-exchangeable Newmark Holdings HDUs, and redemption of such HDUs, less any taxes and withholdings in excess of $5,362,452, paid in the form of Nasdaq shares issued at $177.11 per share (which was the NASDAQ closing price as of June 28, 2021); and $5,362,452 in connection with Mr. Gosin’s Newmark Holdings PPSUs with H-Rights was redeemed and used for tax purposes; (iii) the exchange of 3,348,706 exchangeable BGC Holdings units (comprised of 3,147,085 exchangeable BGC Holdings PSUs and 201,621 exchangeable BGC Holdings APSUs) into 3,348,706 shares of Class A common stock of BGC Partners; and $298,273 associated with Mr. Gosin’s exchangeable BGC Holdings PPSUs was redeemed and used for tax purposes; (iv) the conversion of 1,592,016 non-exchangeable BGC Holdings PSUs with H-Rights into 1,592,016 non-exchangeable BGC Holdings HDUs, and $1,129,499 associated with Mr. Gosin non-exchangeable BGC Holdings PPSUs was redeemed and used for tax purposes; and (v) the issuance of 12,500 shares of Class A common stock of Newmark. Michael J. Rispoli, Chief Financial Officer On June 28, 2021, the Compensation Committee approved the following for Mr. Michael Rispoli, the Company’s Chief Financial Officer: (i) the exchange of 23,124 exchangeable Newmark Holdings PSUs into 21,744 shares of Class A common stock of Newmark based on the then current exchange ratio of 0.9403 and $208,407 associated with Mr. Rispoli’s exchangeable Newmark Holdings PPSUs was redeemed and used for tax purposes; (ii) 6,000 non-exchangeable Newmark Holdings PSUs were redeemed and an aggregate of 5,642 restricted shares of Newmark were issued to Mr. Rispoli based upon the then current exchange ratio of 0.9403, and $52,309 associated with Mr. Rispoli’s non-exchangeable Newmark Holdings PPSUs was redeemed and used for tax purposes; (iii) the conversion of 5,846.07 non-exchangeable Newmark Holdings PSUs with H-Rights into 5,846 non-exchangeable Newmark Holdings HDUs and the redemption of such HDUs, less any taxes and withholdings in excess of $60,750, paid in the form of Nasdaq shares issued at $177.11 per share (which was the NASDAQ closing price as of June 28, 2021); and $60,750 associated with Mr. Rispoli’s PPSUs with H-Rights was redeemed and used for tax purposes; (iv) the exchange of 36,985 exchangeable BGC Holdings PSUs into 36,985 shares of Class A common stock of BGC, and $134,573 associated with Mr. Rispoli’s exchangeable BGC Holdings PPSUs was redeemed and used for tax purposes; and (v) the issuance of 383 shares of Class A common stock of Newmark. Stephen M. Merkel, Chief Legal Officer On June 28, 2021 the Compensation Committee also approved the following for Stephen M. Merkel, the Company’s Chief Legal Officer: (i) the redemption of 51,124.28 non-exchangeable Newmark Holdings PSUs and issuance of 48,072 shares of Newmark Class A common stock based upon the current exchange ratio of 0.9403; and (ii) the redemption of 46,349.87 non-exchangeable Newmark Holdings PPSUs for a cash payment of $0.3 million, to be remitted to the applicable tax authorities to the extent necessary in connection with the issuance of the shares above. Retirement Fund Purchase On April 27, 2021, a Keogh retirement account held by Mr. Lutnick purchased 5,154 shares of our Class A common stock from us at the closing price of Newmark Class A common stock on that date of $10.67 per share. The transaction was approved by our Audit Committee. On November 4, 2020, the Audit Committee of the Board of Directors authorized entities in which executive officers have a non-controlling interest to engage Newmark to provide ordinary course real estate services to them as long as Newmark’s fees are consistent with the fees that Newmark ordinarily charges for these services. CF Real Estate Finance Holdings, LP. Contemporaneously with the acquisition of Berkeley Point, on September 8, 2017, Newmark invested $100.0 million in a newly formed commercial real estate-related financial and investment business, Real Estate LP, which is controlled and managed by Cantor. Real Estate LP may conduct activities in any real estate related business or asset backed securities related business or any extensions thereof and ancillary activities thereto. As of September 30, 2022 and December 31, 2021, Newmark’s investment was accounted for under the equity method (see Note 8 — “Investments”). Newmark held a redemption option in which Real Estate LP will redeem in full Newmark’s investment in Real Estate LP in exchange for Newmark’s capital account balance in Real Estate LP as of such time. On July 20, 2022, Newmark exercised this redemption option and expects to receive approximately $88.4 million from Cantor on or prior to July 20, 2023. Transactions with Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor ("CF&Co") On June 18, 2018 and September 26, 2018, Newmark entered into transactions related to the monetization of the Nasdaq shares that Newmark was scheduled to receive in 2019 through 2022 (see Note 1 — “Organization and Basis of Presentation”). Newmark paid $4.0 million in fees for services provided by CF&Co related to these monetization transactions. These fees were recorded as a deduction from the carrying amount of the EPUs. On March 28, 2019, Newmark filed a registration statement on Form S-3 pursuant to which CF&Co may make offers and sales of Newmark's 6.125% Senior Notes in connection with ongoing market-making transactions which may occur from time to time. Such market-making transactions in these securities may occur in the open market or may be privately negotiated at prevailing market prices at a time of resale or at related or negotiated prices. Neither CF&Co, nor any of our affiliates, has any obligation to make a market in Newmark's securities, and CF&Co or any such other affiliate may discontinue market-making activities at any time without notice. Newmark does not receive any proceeds from market-making activities in these securities by CF&Co (or any of its affiliates). This registration statement expired in March 2022. On March 25, 2022, Newmark filed a new Registration Statement on Form S-3 to replace the one that was expiring. (d) Other Related Party Transactions On November 30, 2018, Newmark entered into an unsecured credit agreement with Cantor (the “Cantor Credit Agreement”). The Cantor Credit Agreement provides for each party to issue loans to the other party at the lender’s discretion. Pursuant to the Cantor Credit Agreement, the parties and their respective subsidiaries (with respect to Cantor, other than BGC and its subsidiaries) may borrow up to an aggregate principal amount of $250 million from each other from time to time at an interest rate which is the higher of Cantor’s or Newmark’s short-term borrowing rate then in effect, plus 1%. No amounts were outstanding as of September 30, 2022 and 2021. As of December 31, 2021, Newmark recognized a $8.3 million receivable from BGC, which is included as part of "Receivables from related parties", in the Company's unaudited condensed consolidated balance sheet. The receivable was a result of tax refunds due to Newmark on its share of taxable income which were included as part of BGC's consolidated tax return in the periods prior to the spin-off. This receivable was collected during the nine months ended September 30, 2022. Payables to related parties were $12.0 million and $10.8 million as of September 30, 2022 and December 31, 2021, respectively. For a detailed discussion about Newmark’s Payables to related parties, see Note 1 — “Organization and Basis of Presentation”, Note 2 — “Limited Partnership Interests in Newmark and BGC Holdings” and Note 22 — “Long-Term Debt” in Newmark’s consolidated financial statements, included in Part II, Item 8 of Newmark’s Annual Report on Form 10-K for the year ended December 31, 2021. On May, 15 2020, BGC U.S. OpCo ("BGC OpCo") entered into an arrangement to sublease excess space from RKF Retail Holdings LLC, a subsidiary of Newmark, which was approved by the Newmark Audit Committee. The deal was a one-year sublease of approximately 21,000 rentable square feet in New York City. Under the terms of the sublease, BGC paid a fixed rent amount of $1.1 million in addition to all operating and tax expenses attributable to the lease. In May 2021, the sublease was amended to provide for a rate of $15,000 per month based on the size of utilized space, in addition to terms extending on a month-to-month basis. The lease with BGC OpCo ended in December 2021. Newmark received $0.1 million and $0.5 million from BGC OpCo for the three and nine months ended September 30, 2021, respectively. In January 2022, Cantor entered into an arrangement to sublease excess space from RKF Retail Holdings LLC, a subsidiary of Newmark. The deal was a six-month sublease of approximately 21,000 rentable square feet in New York City. Under the terms of the sublease, Cantor paid all operating and tax expenses attributable to the lease. The sublease was amended to provide for a rate of $81,600 per month based on the size of utilized space, in addition to terms extending on a month-to-month basis. Newmark received $0.2 million and $0.7 million from Cantor for the three and nine months ended September 30, 2022, respectively. In July 2022, the sublease was extended one year to June 30, 2023. As part of the Knotel acquisition, Newmark assigned the rights to acquire certain Knotel assets to a subsidiary of Cantor, on the terms that if the subsidiary monetized the sale of these assets, Newmark would receive 10% of the proceeds of the sale after the subsidiary recoups its investment in the assets. On June 28, 2021, the Audit Committee authorized Newmark to hire a son of its Chairman as a full-time employee of its Knotel business with an annual base salary of $125,000 and an annual discretionary bonus of up to 30% of base salary. The arrangement includes a potential profit participation consistent with other entrepreneurial arrangements in the event of certain liquidity events related to businesses developed by him. In June 2022, the Audit Committee approved ordinary course compensation adjustments and expense, travel and housing reimbursement for him in accordance with standard Company policies up to $250,000 in total compensation without further Committee review. Cantor Rights to Purchase Cantor Units from Newmark Holdings Cantor has a right to purchase from Newmark Holdings exchangeable limited partnership interests in the event that any Newmark Holdings founding partner interests that have not become exchangeable are redeemed by Newmark Holdings upon termination or bankruptcy of a founding partner or upon mutual consent of the general partner of Newmark Holdings and Cantor. Cantor has the right to purchase such Newmark Holdings exchangeable limited partnership interests at a price equal to the lesser of (1) the amount that Newmark Holdings would be required to pay to redeem and purchase such Newmark Holdings founding partner interests and (2) the amount equal to (a) the number of units underlying such founding partner interests, multiplied by (b) the exchange ratio as of the date of such purchase, multiplied by (c) the then-current market price of our Class A common stock. Cantor may pay such price using cash, publicly traded shares or other property, or a combination of the foregoing. If Cantor (or the other member of the Cantor group acquiring such limited partnership interests, as the case may be) so purchases such limited partnership interests at a price equal to clause (2) above, neither Cantor nor any member of the Cantor group nor Newmark Holdings nor any other person is obligated to pay Newmark Holdings or the holder of such founding partner interests any amount in excess of the amount set forth in clause (2) above. In addition, the Newmark Holdings limited partnership agreement provides that (1) where either current, terminating o |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The accompanying unaudited condensed consolidated financial statements include U.S. federal, state and local income taxes on Newmark’s allocable share of its U.S. results of operations, as well as taxes payable to jurisdictions outside the U.S. In addition, certain of Newmark’s entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax (“UBT”) in New York City. Therefore, the tax liability or benefit related to the partnership income or loss, except for UBT, rests with the partners (see Note 2 — “Limited Partnership Interests”, for discussion of partnership interests), rather than the partnership entity. Income taxes are accounted for using the asset and liability method, as prescribed in U.S. GAAP guidance for Income Taxes . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the accompanying unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that those assets will not be realized. Pursuant to U.S. GAAP guidance on Accounting for Uncertainty in Income Taxes , Newmark provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. As of September 30, 2022 and December 31, 2021, Newmark did not have any unrecognized tax benefits which, if recognized, would affect the effective tax rate. Newmark recognized interest and penalties related to income tax matters in “Provision for income taxes” on the accompanying unaudited condensed consolidated statements of operations. As of September 30, 2022, Newmark has not accrued any tax-related interest and penalties. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Liabilities | Accounts Payable, Accrued Expenses and Other Liabilities The accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Accounts payable and accrued expenses $ 201,793 $ 223,158 Outside broker payable 74,314 73,397 Payroll taxes payable 85,193 80,249 Corporate taxes payable 4,211 56,265 Derivative liability 15,250 5,016 Right-of-use liabilities 86,953 81,958 Contingent consideration 2,273 8,703 Total $ 469,987 $ 528,746 Other long-term liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Accrued compensation $ 100,016 $ 96,839 Payroll and other taxes payable 70,330 70,677 Financial guarantee liability 26,577 25,989 Deferred rent 11,162 9,872 Contingent consideration 9,980 3,635 Total $ 218,065 $ 207,012 |
Compensation
Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Compensation | Compensation Newmark’s Compensation Committee may grant various equity-based awards to employees of Newmark, including RSUs, restricted stock, limited partnership units and shares of Newmark Class A common stock upon exchange or redemption of Newmark Holdings limited partnership units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings”). On December 13, 2017, as part of the Separation, the Newmark Group, Inc. Long Term Incentive Plan (the “Newmark Equity Plan”) was approved by Newmark’s then sole stockholder, BGC, for Newmark to issue up to 400.0 million shares of Newmark Class A common stock, of which 115.0 million are registered, that may be delivered or cash-settled pursuant to awards granted during the life of the Newmark Equity Plan. As of September 30, 2022, awards with respect to 76.9 million shares have been granted and 323.1 million shares are available for future awards. Upon vesting of RSUs, issuance of restricted stock and exchange or redemption of limited partnership units, Newmark generally issues new shares of its Class A common stock. Prior to the Separation, BGC’s Compensation Committee granted various equity-based awards to employees of Newmark, including RSUs, restricted stock, limited partnership units and exchange rights for shares of BGC Class A common stock upon exchange of BGC Holdings limited partnership units (see Note 2 — “Limited Partnership interests in Newmark Holdings and BGC Holdings”). As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings. Each holder of BGC Holdings limited partnership interests at that time held a BGC Holdings limited partnership interest and 0.4545 of a corresponding Newmark Holdings limited partnership interest. The exchange ratio is the number of shares of Newmark common stock that a holder will receive upon exchange of one Newmark Holdings exchangeable unit (the exchange ratio was initially one, but is subject to adjustment as set forth in the Separation and Distribution Agreement and was 0.9365 as of September 30, 2022). Newmark incurred compensation expense related to Class A common stock, limited partnership units and RSUs held by Newmark employees as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Issuance of common stock and exchangeability expenses $ 33,330 $ 14,414 $ 69,188 $ 298,202 Allocations of net income to limited partnership units and FPUs (1) 4,875 13,167 12,808 38,092 Limited partnership units amortization 181 2,323 5,214 (32,056) RSU amortization 5,702 4,059 15,764 11,505 Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 44,088 $ 33,963 $ 102,974 $ 315,743 (1) Certain limited partnership units receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders, including the Preferred Distribution. (a) Limited Partnership Units A summary of the activity associated with limited partnership units held by Newmark employees is as follows: Newmark Units BGC Units Balance, December 31, 2021 18,419,613 8,663,930 Issued 11,734,955 10,330 Redeemed/exchanged units (599,184) (1,161,440) Forfeited units/other (245,349) (60,511) September 30, 2022 29,310,035 7,452,309 Total exchangeable units outstanding (2) : December 31, 2021 2,468,443 3,456,479 September 30, 2022 7,526,254 3,472,610 (1) Includes the pre-IPO Newmark employees share-equivalent limited partnership units in BGC Holdings. (2) The Limited Partnership table above also includes partnership units issued for consideration for acquisitions. As of September 30, 2022, there were 3.9 million partnership units in Newmark Holdings outstanding, of which 1.6 million units were exchangeable, and 5.8 million partnership units in BGC Holdings outstanding, of which 3.1 million were exchangeable. As of December 31, 2021, there were 4.2 million partnership units in Newmark Holdings outstanding, of which 1.3 million units were exchangeable, and 6.8 million partnership units in BGC Holdings outstanding, of which 3.1 million were exchangeable. The Limited Partnership Units table above includes both regular and Preferred Units. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution (see Note 2 — “Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on Preferred Units). Subsequent to the Spin-Off, there are remaining partners who hold limited partnership interests in Newmark Holdings who are BGC employees, and there are remaining partners who hold limited partnership interests in BGC Holdings who are Newmark employees. These limited partnership interests represent interests that were held prior to the Newmark IPO or were distributed in connection with the Separation. Following the Newmark IPO, employees of Newmark and BGC received limited partnership interests in Newmark Holdings and BGC Holdings, respectively. As a result of the Spin-Off, as the existing limited partnership interests in Newmark Holdings held by BGC employees and the existing limited partnership interests in BGC Holdings held by Newmark employees are exchanged/redeemed, the related capital can be contributed to and from Cantor, respectively. The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner is employed. Therefore, compensation expenses related to the limited partnership interests of both Newmark and BGC but held by a Newmark employee are recognized by Newmark. However, the Newmark Holdings limited partnership interests held by BGC employees are included in the Newmark share count and the BGC Holdings limited partnership interests held by Newmark employees are included in the BGC share count. A summary of the BGC Holdings and Newmark Holdings limited partnership units held by Newmark employees is as follows: Newmark BGC Regular units 27,994,887 7,370,392 Preferred Units 1,315,148 81,917 Balance, September 30, 2022 29,310,035 7,452,309 A summary of units held by Newmark employees redeemed in connection with the issuance of Newmark or BGC Class A common stock (at the current exchange ratio) or granted exchangeability for Newmark or BGC Class A common stock is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 BGC Units 23,451 2,324,626 114,570 13,960,614 Newmark Units 4,263,257 305,636 7,132,116 32,392,989 Total 4,286,708 2,630,262 7,246,686 46,353,603 Compensation expense related to the issuance of Newmark or BGC Class A common stock and grants of exchangeability on Newmark Holdings and BGC Holdings limited partnership units to Newmark employees is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Issuance of common stock and exchangeability expenses $ 33,330 $ 14,321 $ 71,211 $ 302,764 Limited partnership units with a post-termination payout held by Newmark employees are as follows (dollars in thousands): September 30, 2022 December 31, 2021 Notional Value (1) $ 146,762 $ 116,717 Estimated fair value of the post-termination payout (2) $ 40,076 $ 38,516 Outstanding limited partnership units in BGC Holdings 44,928 105,302 Outstanding limited partnership units in Newmark Holdings 13,272,736 11,691,406 Outstanding limited partnership units in Newmark Holdings - unvested 6,136,233 5,980,996 (1) Beginning January 1, 2018, Newmark began granting stand-alone limited partnership units in Newmark Holdings to Newmark employees. (2) Included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. Liability balance also includes $6.8 million of post-termination units issued as consideration for acquisition. Compensation expense related to limited partnership units held by Newmark employees with a post-termination pay-out amount is recognized over the stated service period. These units generally vest between three Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Limited partnership units amortization $ 181 $ 2,323 $ 5,214 $ (32,056) The grant of exchange rights of HDU's to Newmark employees are as follows (in thousands): September 30, 2022 December 31, 2021 Notional Value $ 7,222 $ 12,836 Estimated fair value of limited partnership units (1) $ 7,013 $ 12,558 (1) Included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. Compensation expense related to these limited partnership units held by Newmark employees was as follows (in thousands:): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Issuance of common stock and exchangeability expenses $ — $ 93 $ (2,023) $ (4,562) During the three and nine months ended September 30, 2022, Newmark employees were granted 1.3 million and 3.0 million N Units, that are excluded from the table above, since these units are not considered share-equivalent limited partnership units and are not included in the fully diluted share count. The N Units do not receive quarterly allocations of net income and remain unvested. Upon vesting, which occurs if the certain thresholds are met, the N Units are converted to equivalent limited partnership units that receive quarterly certain income distributions and can be granted exchange rights or redeemed at a later date, at which time these N Units would be reflected as a share-equivalent grant in the tables above. During the three and nine months ended September 30, 2022, 2.5 million and 7.4 million N Units vested and were converted into distribution earning limited partnership units and were therefore included in the fully diluted share count. (b) Restricted Stock Units A summary of the activity associated with Newmark and BGC RSUs held by Newmark employees is as follows (fair value amount in thousands): Newmark RSUs (1) BGC RSUs (2) Restricted Weighted- Fair Weighted- Restricted Weighted- Fair Weighted- Balance, January 1, 2021 10,646,797 $ 7.75 $ 82,494 5.69 8,013 $ 3.80 $ 31 2.17 Granted 2,913,572 9.71 28,290 — — — Settled units (delivered shares) (2,196,903) 7.64 (16,792) (2,638) 3.69 (10) Forfeited units (642,009) 7.74 (4,967) — — — Balance, December 31, 2021 10,721,457 $ 8.30 $ 89,025 4.96 5,375 $ 3.85 $ 21 1.16 Granted 2,045,344 14.56 29,779 4,191 4.28 17 Settled units (delivered shares) (2,033,920) 8.03 (16,342) (2,638) 3.69 (10) Forfeited units (307,885) 9.90 (3,048) — — — Balance, September 30, 2022 10,424,996 $ 9.54 $ 99,414 4.65 6,928 $ 4.17 $ 28 2.27 (1) Beginning January 1, 2018, Newmark began granting stand-alone Newmark RSUs to Newmark employees with the awards vesting ratably over a two (2) RSUs granted to these individuals generally vest over a two The fair value of Newmark and BGC RSUs held by Newmark employees is determined on the date of grant based on the market value (adjusted if appropriate based upon the award’s eligibility to receive dividends), and is recognized, net of the effect of estimated forfeitures, ratably over the vesting period. Newmark uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for RSUs. Each RSU is settled for one share of BGC or Newmark Class A common stock, as applicable, upon completion of the vesting period. Compensation expense related to Newmark and BGC RSUs are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 RSU amortization $ 5,702 $ 4,059 $ 15,764 $ 11,505 As of September 30, 2022, there was $94.8 million total unrecognized compensation expense related to unvested Newmark RSUs. See Note 27 — "Related Party Transactions" for compensation related matters for the transfer of CCRE employees to Newmark. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Contractual Obligations and Commitments As of September 30, 2022 and December 31, 2021, Newmark was committed to fund approximately $0.4 billion and $0.3 billion, respectively, which is the total remaining draws on construction loans originated by Newmark under the HUD 221(d) 4, 220 and 232 programs, rate locked loans that have not been funded, forward commitments, as well as the funding for Fannie Mae structured transactions. Newmark also has corresponding commitments to sell these loans to various investors as they are funded. (b) Contingent Payments Related to Acquisitions Newmark completed acquisitions from 2015 through 2020 with contingent cash consideration of $12.3 million. The contingent equity instruments and cash liability is recorded at fair value in “Accounts payable, accrued expenses and other liabilities” on Newmark’s unaudited condensed consolidated balance sheets. (c) Contingencies In the ordinary course of business, various legal actions are brought and are pending against Newmark and its subsidiaries in the U.S. and internationally. In some of these actions, substantial amounts are claimed. Newmark is also involved, from time to time, in reviews, examinations, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding Newmark’s businesses, which may result in regulatory, civil and criminal judgments, settlements, fines, penalties, injunctions or other relief. The following generally does not include matters that Newmark has pending against other parties which, if successful, would result in awards in favor of Newmark or its subsidiaries. Employment, Competitor-Related and Other Litigation From time to time, Newmark and its subsidiaries are involved in litigation, claims and arbitration in the U.S. and internationally, relating to various employment matters, including with respect to termination of employment, hiring of employees currently or previously employed by competitors, terms and conditions of employment and other matters. In light of the competitive nature of the real estate services industry, litigation, claims and arbitration between competitors regarding employee hiring are not uncommon. Legal reserves are established in accordance with U.S. GAAP guidance on Accounting for Contingencies, when a material legal liability is both probable and reasonably estimable. Once established, reserves are adjusted when there is more information available or when an event occurs requiring a change. The outcome of such items cannot be determined with certainty. Newmark is unable to estimate a possible loss or range of loss in connection with specific matters beyond its current accrual and any other amounts disclosed. Management believes that, based on currently available information, the final outcome of these current pending matters will not have a material adverse effect on Newmark’s consolidated financial statements and disclosures taken as a whole. Risks and Uncertainties Newmark generates revenues by providing financial intermediary and brokerage activities and commercial real estate services to institutional customers. Revenues for these services are transaction-based. As a result, revenues could vary based on the transaction volume of global financial and real estate markets. Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on Newmark’s overall profitability. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 27, 2022, Newmark declared a qualified quarterly dividend of $0.03 per share payable on November 30, 2022 to Class A and Class B common stockholders of record as of November 11, 2022. The ex-dividend date will be November 29, 2022. On November 4, 2022, Newmark's Board increased Newmark's share repurchase and unit redemption authorization to $400.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”). “Equity-based compensation and allocations of net income to limited partnership units and FPUs” reflects the following items related to cash and equity-based compensation: • Charges with respect to the grant of shares of common stock or limited partnership units, such as HDUs, including in connection with the redemption of non-exchangeable limited partnership units, including PSUs; • Charges with respect to grants of exchangeability, such as the right of holders of limited partnership units with no capital accounts, such as PSUs, to exchange the units into shares of common stock, or HDUs, as well as the cash paid in the settlement of the related exchangeable preferred units to pay withholding taxes owed by the unit holder upon such exchange; • Preferred units are granted in connection with the grant of certain limited partnership units, such as PSUs, that may be granted exchangeability to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes; • Charges related to the amortization of RSUs and REUs; and • Allocations of net income to limited partnership units and founding/working partner units (“FPUs”), including the Preferred Distribution (as hereinafter defined). Intercompany balances and transactions within Newmark have been eliminated. Transactions between Cantor Fitzgerald, L.P. ("Cantor") and Newmark pursuant to service agreements with Cantor (see Note 27 — “Related Party Transactions”), representing valid receivables and liabilities of Newmark which are periodically cash settled, have been included on the accompanying unaudited condensed consolidated financial statements as either receivables from or payables to related parties. Newmark receives administrative services to support its operations, and in return, Cantor allocates certain of its expenses to Newmark. Such expenses represent costs related, but not limited to, treasury, legal, accounting, information technology, payroll administration, human resources, incentive compensation plans and other services. These costs, together with an allocation of Cantor's overhead costs, are included as expenses on the accompanying unaudited condensed consolidated statements of operations. Where it is possible to specifically attribute such expenses to activities of Newmark, these amounts have been expensed directly to Newmark. Allocation of all other such expenses is based on a services agreement with Cantor which reflects the utilization of service provided or benefits received by Newmark during the periods presented on a consistent basis, such as headcount, square footage, revenue, etc. Management believes the assumptions underlying the stand-alone financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Newmark during the periods presented. However, these shared expenses may not represent the amounts that would have been incurred had Newmark operated independently from Cantor. Actual costs that would have been incurred if Newmark had performed the services itself would depend on multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure (see Note 27 — “Related Party Transactions” for an additional discussion of expense allocations). Transfers of cash, both to and from Cantor, as well as amounts due to Newmark from BGC are included in “Receivables from related parties" or "Payables to related parties” on the accompanying unaudited condensed consolidated balance sheets and as part of the change in payments to and borrowings from related parties in the financing section prior to the Spin-Off and in the operating section after the Spin-Off on the accompanying unaudited condensed consolidated statements of cash flows. The income tax provision on the accompanying unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of comprehensive income has been calculated as if Newmark had been operating on a stand-alone basis and filed separate tax returns in the jurisdictions in which it operates. Prior to the Spin-Off, Newmark’s operations had been included in the BGC U.S. federal and state tax returns or separate non-U.S. jurisdictions tax returns. As Newmark operations in many jurisdictions were unincorporated commercial units of BGC and its subsidiaries, stand-alone tax returns have not been filed for the operations in these jurisdictions. |
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s simplification initiative, and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. Newmark adopted the standard on the required effective date beginning January 1, 2021 and, with certain exceptions, it was applied prospectively. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). These amendments improve previous guidance by reducing diversity in practice and increasing comparability of the accounting for the interactions between these codification topics as they pertain to certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option. Newmark adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. The standard amends the Codification by moving existing disclosure requirements to (or adding appropriate references in) the relevant disclosure sections. The ASU also clarifies various provisions of the Codification by amending and adding new headings, cross-referencing, and refining or correcting terminology. Newmark adopted the standard on the required effective date beginning January 1, 2021 and was applied using a modified retrospective method of transition. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. Newmark adopted the standard on the required effective date beginning January 1, 2022, and it was applied using a modified retrospective method of transition. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, and borrowings) necessitated by reference rate reform as entities transition away from LIBOR and other interbank offered rates to alternative reference rates. This ASU also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional and only available in certain situations. The ASU is effective upon issuance and generally can be applied through December 31, 2022. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope . The amendments in this standard are elective and principally apply to entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform (referred to as the “discounting transition”). The standard expands the scope of ASC 848, Reference Rate Reform and allows entities to elect optional expedients to derivative contracts impacted by the discounting transition. Similar to ASU No. 2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022. During the first quarter of 2022, Newmark elected to apply the practical expedients to modifications of qualifying contracts as continuation of the existing contract rather than as a new contract. The adoption of the new guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. Management will continue to evaluate the impacts of reference rate reform through December 31, 2022. (c) New Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability, as well as payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations . The new standard will become effective for Newmark beginning January 1, 2023, can be applied prospectively for business combinations occurring on or after the effective date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the accompanying unaudited condensed consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . The standard requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model. The guidance is aimed at increasing transparency about government assistance transactions that are not in the scope of other U.S. GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions on an entity’s financial statements. The new standard will become effective for the Newmark’s financial statements issued for annual reporting periods beginning on January 1, 2022, can be applied prospectively or retrospectively, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the accompanying unaudited condensed consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures . The guidance is intended to improve the decision usefulness of information provided to investors about certain loan refinancings, restructurings, and write-offs. The standard eliminates the recognition and measurement guidance on troubled debt restructurings (“TDRs”) for creditors that have adopted ASC 326, Financial Instruments — Credit Losses and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. The new guidance also requires public business entities to present current-period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures. The new standard will become effective for Newmark beginning January 1, 2023. The guidance for recognition and measurement of TDRs can be applied using either a prospective or modified retrospective transition method, and the amendments related to disclosures can be applied prospectively. Early adoption is permitted, and an entity may elect to early adopt the amendments related to TDRs separately from the amendments related to vintage disclosures. Management is currently evaluating the impact of the new standard on the accompanying unaudited condensed consolidated financial statements. |
Revenue Recognition | Revenue Recognition: Management Services, Servicing Fees and Other: Management services revenues include property management, facilities management, project management and valuation and appraisal. Management fees are recognized at the time the related services have been performed, unless future contingencies exist. This also includes revenue from the licensing of flexible workspaces to its customers by Knotel and Deskeo. In addition, in regard to management and facility service contracts, the owner of the property will typically reimburse Newmark for certain expenses that are incurred on behalf of the owner, which comprise primarily on-site employee salaries and related benefit costs. The amounts which are to be reimbursed per the terms of the services contract are recognized as revenue in the same period as the related expenses are incurred. In certain instances, Newmark subcontracts property management services to independent property managers, in which case Newmark passes a portion of its property management fee on to the subcontractor, and Newmark retains the balance. Accordingly, Newmark records these fees gross of the amounts paid to subcontractors, and the amounts paid to subcontractors are recognized as expenses in the same period. Newmark also uses third party service providers in the provision of its services to customers. In instances where a third-party service provider is used, Newmark performs an analysis to determine whether it is acting as a principal or an agent with respect to the services provided. To the extent that Newmark determines that it is acting as a principal, the revenue and the expenses incurred are recorded on a gross basis. In instances where Newmark has determined that it is acting as an agent, the revenue and expenses are presented on a net basis within the revenue line item. In some instances, Newmark performs services for customers and incurs out-of-pocket expenses as part of delivering those services. Newmark’s customers agree to reimburse Newmark for those expenses, and those reimbursements are part of the contract’s transaction price. Consequently, these expenses and the reimbursements of such expenses from the customer are presented on a gross basis because the services giving rise to the out-of-pocket expenses do not transfer a good or service. The reimbursements are included in the transaction price when the costs are incurred, and the reimbursements are due from the customer. Servicing fees are earned for servicing mortgage loans and are recognized on an accrual basis over the lives of the related mortgage loans. Also included in servicing fees are the fees earned on prepayments, interest and placement fees on borrowers’ escrow accounts and other ancillary fees. Other revenues include interest income on warehouse notes receivable. Leasing and Other Commissions : Commissions from real estate lease brokerage transactions are typically recognized at a point in time on the date the lease is signed, if deemed not subject to significant reversal. The date the lease is signed represents the transfer of control and satisfaction of the performance obligation as the tenant has been secured. Commission payments may be due entirely upon lease execution or may be paid in installments upon the resolution of a future contingency (e.g. tenant move-in or payment of first month’s rent). Investment Sales Investment sales revenue from real estate sales brokerage transactions are recognized at the time the service has been provided and the commission becomes legally due, except when future contingencies exist. In most cases, close of escrow or transfer of title is a future contingency, and revenue recognition is deferred until all contingencies are satisfied. Commercial Mortgage Origination, net: Fair value of expected net future cash flows from servicing and loan originations and related fees and sales premiums, net, are recognized when a derivative asset or liability is recorded upon the commitment to originate a loan with a borrower and sell the loan to an investor. The derivative is recorded at fair value and includes loan origination fees, sales premiums, and the estimated fair value of the expected net servicing cash flows. The revenue is recognized net of related fees and commissions to third-party brokers. Mortgage brokerage and debt placement revenue is earned and recognized when the sale of a property closes, and title passes from seller to buyer. |
Current Expected Credit Losses ("CECL") and Financial Guarantee Liability | Current Expected Credit Losses ("CECL"): The accounting policy changes described below were updated pursuant to the adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments and related amendments on January 1, 2020. These policy updates have been applied using the modified retrospective approach in the accompanying unaudited condensed consolidated financial statements from January 1, 2020 onward. Financial information for the historical comparable periods was not revised and continues to be reported under the accounting standards in effect during those historical periods. In accordance with the guidance in ASC Topic 326, Newmark presents its financial assets that are measured at amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets carried at amortized cost and credit exposures on off-balance sheet financial guarantees, as well as changes to expected lifetime credit losses during the period, are recognized in earnings. The CECL methodology represents a significant change from prior U.S. GAAP and replaced the prior multiple impairment methods, which generally required that a loss be incurred before it was recognized. Within the life cycle of a loan or other financial asset in scope, the CECL methodology generally results in the earlier recognition of the provision for credit losses and the related allowance for credit losses than under prior U.S. GAAP. The CECL methodology’s impact on expected credit losses, among other things, reflects Newmark’s view of the current state of the economy, forecasted macroeconomic conditions and Newmark’s portfolios. Financial guarantee liability: Newmark's adoption of ASC 326 impacted the expected credit loss reserving methodology for the financial guarantee liability provided to Fannie Mae under the Delegated Underwriting and Servicing (“DUS”) Program and Freddie Mac’s Targeted Affordable Housing Program (“TAH”). The expected credit loss is modeled based on Newmark's historical loss experience adjusted to reflect current economic conditions. A significant amount of judgment is required in the determination of the appropriate reasonable and supportable period, the methodology used to incorporate current and future macroeconomic conditions, determination of the probability of and exposure at default or non-payment, current delinquency status, loan size, terms, amortization types, and the forward-looking view of the primary risk drivers (debt-service coverage ratio and loan-to-value), all of which are ultimately used in measuring the quantitative components of the reserve. Beyond the reasonable and supportable period, Newmark estimates expected credit losses using its historical loss rates. In addition, Newmark reviews the reserves periodically and makes adjustments for certain external and internal qualitative factors, which may increase or decrease the reserves for credit losses. In order to estimate credit losses, assumptions about current and future economic conditions are incorporated into the model using multiple economic scenarios that are weighted to reflect the conditions at each measurement date. During the three and nine months ended September 30, 2022, there was an increase in the CECL related provision of $0.7 million and $0.6 million, respectively. During the three and nine months ended September 30, 2021, there was a reduction in the CECL related provision of $1.1 million and $5.2 million, respectively. As of September 30, 2022 and December 31, 2021, respectively, the balance of the financial guarantee liabilities was $26.6 million and $26.0 million, and is included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. |
Receivables, net | Receivables, net: Newmark has accrued commissions receivable from real estate brokerage transactions, management services and other receivables from contractual management assignments. Receivables are presented net of the CECL allowance as discussed above and are included in “Receivables, net” on the accompanying unaudited condensed consolidated balance sheets. For its CECL reserve, Newmark segregated its receivables into certain pools based on similar risk characteristics and further defined a range of potential loss rates for each pool based on aging. Newmark designed its methodology to allow for a range of loss rates in each pool such that changes in forward-looking conditions can be incorporated into the estimate. Each pool is assigned a loss rate that incorporates management’s view of current conditions and forward-looking conditions that inform the level of expected credit losses in each pool. The credit loss estimate includes specifically identified amounts for which payment has become unlikely. During the three and nine months ended September 30, 2022, there was an increase in the CECL related provision of $0.9 million and $5.5 million, respectively. During the three and nine months ended September 30, 2021, there was an increase in the CECL related provision of $0.5 million and $4.6 million, respectively. The balance of the reserve was $22.0 million and $16.7 million, respectively, as of September 30, 2022 and December 31, 2021 and is included in "Receivables, net" on the accompanying unaudited condensed consolidated balance sheets. |
Loans, Forgivable Loans and Other Receivables from Employees and Partners, net | Loans, Forgivable Loans and Other Receivables from Employees and Partners, net: Newmark has entered into various agreements with certain of its employees and partners, whereby these individuals receive loans which may be either wholly or in part repaid from the distribution earnings that the individual receives on some or all of their limited partnership units or may be forgiven over a period of time. The forgivable portion of these loans is not included in Newmark’s estimate of expected credit losses when employees meet the conditions for forgiveness through their continued employment over the specified time period and is recognized as compensation expense over the life of the loan. The amounts due from terminated employees that Newmark does not expect to collect are included in the allowance for credit losses. As of September 30, 2022 and December 31, 2021, the balance of this reserve was $3.8 million, and is included in “Loans, forgivable loans and other receivables from employees and partners, net” on the accompanying unaudited condensed consolidated balance sheets. From time to time, Newmark may also enter into agreements with employees and partners to grant bonus and salary advances or other types of loans. These advances and loans are repayable in the time frame outlined in the underlying agreements. Newmark reviews loan balances each reporting period for collectability. If Newmark determines that the collectability of a portion of the loan balances is not expected, Newmark recognizes a reserve against the loan balances as compensation expense. |
Reclassifications | Reclassifications: The Company has made reclassifications to prior period balances to conform to current period presentation. These reclassifications had no effect on the reported results of operations. Beginning with the period ended March 31, 2022, the Company adjusted the revenue presentation in the unaudited condensed consolidated statement of operations. "Gains from mortgage banking activities/origination, net" has been combined with mortgage brokerage revenues as "Commercial mortgage origination, net", while "Investment sales" is a stand-alone line-item. For the three and nine months ended September 30, 2021, $43.3 million and $105.7 million, respectively, was reclassified from "Commissions" to "Commercial mortgage origination, net." |
Segment | Segment:Newmark has a single operating segment. Newmark is a real estate services firm offering services to commercial real estate tenants, investors, owners, occupiers, developers, leasing and corporate advisory, investment sales and real estate finance, consulting, origination and servicing of commercial mortgage loans, valuation, project and development management and property and facility management. The chief operating decision-maker regardless of geographic location evaluates the operating results of Newmark as total real estate services and allocates resources accordingly. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Segment | Newmark recognized revenues as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Management services, servicing fees and other $ 222,379 $ 244,469 $ 689,183 $ 651,729 Leasing and other commissions 219,903 231,532 631,681 563,311 Investment sales 131,731 208,786 492,898 452,565 Commercial mortgage origination, net 90,633 103,338 284,483 254,372 Revenues $ 664,646 $ 788,125 $ 2,098,245 $ 1,921,977 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Components of Purchase Consideration Transferred and Preliminary Allocation of Assets Acquired and Liabilities Assumed | For the nine months ended September 30, 2022, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisition. Newmark expects to finalize its analysis of the assets acquired and liabilities assumed within the first year of the acquisition, and therefore adjustments to assets and liabilities may occur (in thousands): As of the Purchase Price Contingent Consideration 7,322 Cash and stock issued at closing 65,534 Total $ 72,856 Allocations Cash $ 1,286 Goodwill 50,756 Other intangible assets, net 19,633 Receivables, net 3,625 Other assets 290 Right-of-use Assets 4,305 Right-of-use Liabilities (4,305) Accrued Compensation (2,175) Accounts payable, accrued expenses and other liabilities (559) Total $ 72,856 As of September 30, 2022, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisitions which occurred in 2021: As of the Purchase Price First and second lien debt 39,584 Debtor-in-possession financing 19,788 Assumed liability 6,574 Cash and stock issued at closing 44,492 Total $ 110,438 Allocations Cash $ 21,641 Goodwill 97,639 Other intangible assets, net 41,332 Receivables, net 7,478 Fixed Assets, net 40,605 Other assets 62,710 Right-of-use Assets 434,315 Right-of-use Liabilities (434,315) Accrued Compensation (2,076) Accounts payable, accrued expenses and other liabilities (103,771) Unrealized gain on investment (27,825) Initial investment (recorded at cost) (13,832) Non-controlling interest (13,463) Total $ 110,438 |
Earnings Per Share and Weight_2
Earnings Per Share and Weighted-Average Shares Outstanding (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic Earnings Per Share | The following is the calculation of Newmark’s basic EPS (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic earnings per share: Net income available to common stockholders (1) $ 27,964 $ 128,549 $ 76,848 $ 595,198 Basic weighted-average shares of common stock outstanding 177,231 199,413 183,311 189,317 Basic earnings per share $ 0.16 $ 0.64 $ 0.42 $ 3.14 (1) Includes a reduction for dividends on preferred stock or EPUs in the amount of $0.0 million and $6.2 million for the three and nine months ended September 30, 2021, respectively (see Note 1 — “Organization and Basis of Presentation”). |
Schedule of Fully Diluted Earnings Per Share | The following is the calculation of Newmark’s fully diluted EPS (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fully diluted earnings per share: Net income available to common stockholders $ 27,964 $ 128,549 $ 76,848 $ 595,198 Allocations of net income to limited partnership interests in Newmark Holdings, net of tax 9,710 — 23,635 — Net income for fully diluted shares $ 37,674 $ 128,549 $ 100,483 $ 595,198 Weighted-average shares: Common stock outstanding 177,231 199,413 183,311 189,317 Partnership units (1) 61,501 58,899 — RSUs (Treasury stock method) 2,604 4,696 3,809 3,816 Newmark exchange shares 2,133 1,172 2,048 1,187 Fully diluted weighted-average shares of common stock outstanding 243,469 205,281 248,067 194,320 Fully diluted earnings per share $ 0.15 $ 0.63 $ 0.41 $ 3.06 (1) Partnership units collectively include FPUs, limited partnership units, and Cantor and BGC units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” for more information). |
Stock Transactions and Unit R_2
Stock Transactions and Unit Redemptions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Changes in Common Stock Outstanding | Changes in shares of Newmark’s Class A common stock outstanding were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Shares outstanding at beginning of period 160,002,640 179,736,458 168,272,371 161,175,894 Share issuances: LPU redemption/exchange (1) 421,320 968,762 3,751,231 3,960,927 Issuance of Class A common stock for Newmark RSUs 297,266 254,735 1,686,307 1,498,343 Other (26,742) (244,815) 38,093 18,572,317 Treasury stock repurchases (10,163,677) (6,307,802) (23,217,195) (10,800,143) Shares outstanding at end of period 150,530,807 174,407,338 150,530,807 174,407,338 |
Schedule of Share Repurchase Activity | The following table details Newmark's unit redemptions and share repurchases for cash, under the new program, and does not include unit redemptions and/or cancellations in connection with the grant of shares of Newmark's Class A common stock. The gross unit redemptions and share repurchases of Newmark's Class A common stock during the nine months ended September 30, 2022 were as follows (in thousands except units, shares and per share amounts): Total Average Approximate Repurchases January 1, 2022 - March 31, 2022 1,682,871 $ 18.35 April 1, 2022 - June 30, 2022 11,370,647 $ 12.75 July 2022 2,390,179 $ 10.19 August 2022 3,337,037 $ 10.68 September 2022 4,436,461 $ 10.20 Total Repurchases 23,217,195 $ 12.10 $ 146,927 |
Schedule of Changes in Carrying Amount of Redeemable Partnership Interest | The changes in the carrying amount of FPUs follow (in thousands): September 30, 2022 December 31, 2021 Balance at beginning of period: $ 20,947 $ 20,045 Income allocation 1,892 4,532 Distributions of income (4,468) (1,215) Redemptions — (2,169) Issuance and other (1,417) (246) Balance at end of period $ 16,954 $ 20,947 |
Loans Held for Sale, at Fair _2
Loans Held for Sale, at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | |
Summary of Loans Held for Sale | Loans held for sale had a cost basis and fair value as follows (in thousands): September 30, 2022 December 31, 2021 Cost Basis $ 1,017,130 $ 1,051,220 Fair Value 980,859 1,072,479 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest income on loans held for sale $ 7,180 $ 5,392 $ 17,286 $ 13,326 Gains (loss) recognized on change in fair value on loans held for sale (48,098) 9,989 (36,271) 15,810 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Contracts | The fair value of derivative contracts, computed in accordance with Newmark’s netting policy, is set forth below (in thousands): September 30, 2022 December 31, 2021 Derivative contract Assets Liabilities Notional Amounts (1) Assets Liabilities Notional Amounts (1) Rate lock commitments $ 5,076 $ 15,250 $ 269,737 $ 3,956 $ 2,836 $ 174,787 Forward sale contracts 67,525 — 1,286,867 4,544 2,180 1,226,007 Total $ 72,601 $ 15,250 $ 1,556,604 $ 8,500 $ 5,016 $ 1,400,794 |
Summary of Gain (Loss) on Change in Fair Value of Derivatives Included in Condensed Consolidated Statements of Operations | Gains and losses on derivative contracts, which are included on the accompanying unaudited condensed consolidated statements of operations were as follows (in thousands): Location of gain (loss) recognized in income for derivatives Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Derivatives not designed as hedging instruments: Rate lock commitments Commercial mortgage origination, net (4,104) (8,001) (9,271) 11,842 Rate lock commitments Compensation and employee benefits (679) 488 (903) (1,689) Forward sale contracts Commercial mortgage origination, net 58,001 13,904 67,525 6,600 Total $ 53,218 $ 6,391 $ 57,351 $ 16,753 |
Credit Enhancement Receivable_2
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit [Abstract] | |
Summary of Credit Enhancement Receivable | Newmark's servicing portfolio consisted of the following loss-sharing components (in thousands): September 30, 2022 December 31, 2021 Total credit risk loan portfolio $ 27,175,759 $ 25,764,721 Maximum pre-credit enhancement loss exposure $ 8,243,515 $ 7,785,850 Maximum DB Cayman credit protection — — Maximum loss exposure without any form of credit protection $ 8,243,515 $ 7,785,850 |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues from Contracts with Customers and Our Other Sources of Revenues | The following table presents Newmark’s total revenues separately for its revenues from contracts with customers and other sources of revenues (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues from contracts with customers: Leasing and other commissions $ 219,903 $ 231,532 $ 631,681 $ 563,311 Investment sales 131,731 208,786 492,898 452,565 Mortgage brokerage and debt placement 41,792 43,308 138,407 105,688 Management services 163,831 198,539 530,220 524,519 Total 557,257 682,165 1,793,206 1,646,083 Other sources of revenue (1) : Fair value of expected net future cash flows from servicing recognized at commitment, net 27,386 33,644 88,357 88,175 Loan originations related fees and sales premiums, net 21,455 26,386 57,719 60,508 Servicing fees and other 58,548 45,930 158,963 127,211 Total $ 664,646 $ 788,125 $ 2,098,245 $ 1,921,977 (1) Although these items have customers under contract, they were recorded as other sources of revenue as they were excluded from the scope of ASU No. 2014-9. |
Schedule of Revenue Remaining Performance Obligation | Approximate future cash flows to be received over the next five years at September 30, 2022 are as follows (in thousands): 2022 $ 31,919 2023 76,835 2024 35,168 2025 14,949 2026 7,071 Thereafter 7,922 Total $ 173,864 |
Commercial Mortgage Originati_2
Commercial Mortgage Origination, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Mortgage Banking [Abstract] | |
Summary of Gains from Mortgage Banking Activities, Net | Commercial mortgage origination, net consists of the following activity (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fair value of expected net future cash flows from servicing recognized at commitment, net $ 27,386 $ 33,644 $ 88,357 $ 88,175 Loan originations related fees and sales premiums, net 21,455 26,386 57,719 60,508 Mortgage brokerage and debt placement 41,792 43,309 138,407 105,689 Total $ 90,633 $ 103,339 $ 284,483 $ 254,372 |
Mortgage Servicing Rights, Net
Mortgage Servicing Rights, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Transfers and Servicing [Abstract] | |
Summary of Changes in the Carrying Amount of Mortgage Servicing Rights | The changes in the carrying amount of MSRs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Mortgage Servicing Rights 2022 2021 2022 2021 Beginning Balance $ 577,948 $ 544,725 $ 563,488 $ 528,983 Additions 26,752 28,246 98,378 98,820 Amortization (29,793) (28,760) (86,959) (83,592) Ending Balance $ 574,907 $ 544,211 $ 574,907 $ 544,211 Valuation Allowance Beginning Balance $ (9,268) $ (18,319) $ (13,186) $ (34,254) Decrease (increase) 321 8,031 4,239 23,966 Ending Balance $ (8,947) $ (10,288) $ (8,947) $ (10,288) Net Balance $ 565,960 $ 533,923 $ 565,960 $ 533,923 |
Schedule of Servicing Fees and Escrow Interest | Servicing fees are included in “Management services, servicing fees and other” on the accompanying unaudited condensed consolidated statements of operations and were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Servicing fees $ 37,333 $ 35,444 $ 110,367 $ 102,534 Escrow interest and placement fees 6,870 1,117 10,276 3,168 Ancillary fees 6,830 3,533 19,986 7,352 Total $ 51,033 $ 40,094 $ 140,629 $ 113,054 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): Balance, January 1, 2021 $ 560,332 Acquisitions 97,168 Measurement period and currency translation adjustments (369) Balance, December 31, 2021 657,131 Acquisitions 50,756 Measurement period and currency translation adjustments (9,205) Balance, September 30, 2022 $ 698,682 |
Schedule of Components of Other Intangible Assets | Other intangible assets consisted of the following (in thousands, except weighted-average life): September 30, 2022 Gross Accumulated Net Weighted- 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 12,578 (7,521) 5,057 2.8 Non-contractual customers 30,131 (14,460) 15,671 8.8 License agreements 4,981 (4,981) — 0.0 Non-compete agreements 9,402 (4,794) 4,608 3.3 Contractual customers 46,628 (8,621) 38,007 6.2 Other 6,607 (3,362) 3,245 12.0 Total $ 127,067 $ (43,739) $ 83,328 6.2 December 31, 2021 Gross Accumulated Net Weighted- 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 12,765 (6,021) 6,744 3.7 Non-contractual customers 30,131 (12,815) 17,316 9.4 License agreements 4,981 (4,981) — 0.0 Non-compete agreements 6,558 (3,898) 2,660 3.5 Contractual customers 33,731 (3,822) 29,909 7.0 Other 4,552 (1,722) 2,830 5.3 Total $ 109,458 $ (33,259) $ 76,199 7.1 |
Summary of Estimated Future Amortization Expense of Definite Life Intangible Assets | The estimated future amortization of definite life intangible assets as of September 30, 2022 was as follows (in thousands): 2022 $ 3,339 2023 13,799 2024 13,142 2025 11,441 2026 8,176 Thereafter 16,691 Total $ 66,588 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Fixed Assets, Net | Fixed assets, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Leasehold improvements, furniture and fixtures, and other fixed assets $ 199,557 $ 184,704 Software, including software development costs 43,687 32,851 Computer and communications equipment 29,680 27,382 Total, cost 272,924 244,937 Accumulated depreciation and amortization (124,380) (109,181) Total, net $ 148,544 $ 135,756 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Minimum Lease Payments | Minimum lease payments under these arrangements were as follows (in thousands): September 30, 2022 December 31, 2021 2022 $ 30,538 $ 113,822 2023 120,052 112,840 2024 116,347 106,038 2025 112,132 101,211 2026 108,730 96,493 Thereafter 353,409 274,764 Total lease payments 841,208 805,168 Less: Interest 157,148 137,141 Present value of lease liability $ 684,060 $ 668,027 |
Other Current Assets and Othe_2
Other Current Assets and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets [Abstract] | |
Summary of Other Current Assets | Other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Derivative assets $ 72,601 $ 8,501 Equity method investment 88,438 — Prepaid expenses 37,909 36,422 Other taxes 14,820 17,383 Rent and other deposits 18,417 20,471 Other 3,399 560 Total $ 235,584 $ 83,337 |
Summary of Non Current Other Assets | Other assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Deferred tax assets $ 70,285 $ 70,191 Equity method investment — 88,308 Non-marketable investments 7,512 20,017 Other 27,950 33,965 Total $ 105,747 $ 212,481 |
Warehouse Facilities Collater_2
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Broker-Dealer [Abstract] | |
Schedule of Company Lines Available and Borrowings Outstanding | Newmark had the following lines available and borrowings outstanding (in thousands): Committed Uncommitted Balance at September 30, 2022 Balance at December 31, 2021 Stated Spread to One-Month LIBOR/SOFR (4) Rate Type Warehouse facility due June 14, 2023 (1) $ 450,000 $ — $ 189,620 $ 243,659 135 bps Variable Warehouse facility due June 14, 2023 (1) — 300,000 — 135,601 135 bps Variable Warehouse facility due September 25, 2023 300,000 — 109,223 193,091 130 bps Variable Warehouse facility due September 25, 2023 — 100,000 — — 130 bps Variable Warehouse facility due October 7, 2022 (2) (3) 600,000 — 577,600 384,571 130 bps Variable Fannie Mae repurchase agreement, open maturity — 400,000 139,909 93,771 115 bps Variable Total $ 1,350,000 $ 800,000 $ 1,016,352 $ 1,050,693 (1) The warehouse line established a $125.0 million sublimit line of credit to fund potential principal and interest servicing advances on the Company's Fannie Mae portfolio during the forbearance period related to the CARES Act. Advances will have an interest rate of 1-month SOFR plus 190 bps. There wer e no outstanding draws under this sublimit as of September 30, 2022. (2) This line was temporarily increased by $100 million to $700 million for the period September 30, 2022 to October 7, 2022. (3) This line was renewed on October 7, 2022. The maturity date was extended to October 6, 2023. The committed amount was increased to $800 million and the stated spread is now to SOFR. (4) The spread for the warehouse line due October 7, 2022 is to LIBOR. The Fannie Mae repurchase line and the other warehouse lines are to SOFR. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Long-Term Debt Payable to Related Parties | Long-term debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 6.125% Senior Notes $ 547,141 $ 545,239 Credit Facility — — Total $ 547,141 $ 545,239 The carrying amount of the 6.125% Senior Notes was determined as follows (in thousands): September 30, 2022 December 31, 2021 Principal balance $ 550,000 $ 550,000 Less: debt issue cost 1,441 2,404 Less: debt discount 1,418 2,357 Total $ 547,141 $ 545,239 debt discount of the 6.125% Senior Notes, included in “Interest (expense) income, net” on the accompanying unaudited condensed consolidated statements of operations, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense $ 8,740 $ 8,720 $ 26,204 $ 26,146 Debt issue cost amortization 321 321 963 963 Debt discount amortization 318 298 938 881 Total $ 9,379 $ 9,339 $ 28,105 $ 27,990 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Interest expense $ — $ 150 $ — $ 1,341 Debt issue cost amortization — 275 — 826 Unused facility fee 328 276 962 695 Total $ 328 $ 701 $ 962 $ 2,862 |
Financial Guarantee Liability (
Financial Guarantee Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Guarantees [Abstract] | |
Summary of Provisions for Risk Sharing | The provisions for risk-sharing were included in “Operating, administrative and other” on the accompanying unaudited condensed consolidated statements of operations as follows (in thousands): Balance, January 1, 2021 $ 29,581 Provision for expected credit losses (3,592) Balance, December 31, 2021 25,989 Provision for expected credit losses 588 Balance, September 30, 2022 $ 26,577 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy of Financial Assets and Liabilities under U.S. GAAP Guidance | The following table sets forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP guidance (in thousands): As of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 1,031 $ — $ — $ 1,031 Loans held for sale, at fair value — 980,859 — 980,859 Rate lock commitments — — 5,076 5,076 Forward sale contracts — — 67,525 67,525 Total $ 1,031 $ 980,859 $ 72,601 $ 1,054,491 Liabilities: Contingent consideration — — 12,253 12,253 Rate lock commitments — — 15,250 15,250 Total $ — $ — $ 27,503 $ 27,503 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 524,569 $ — $ — $ 524,569 Loans held for sale, at fair value — 1,072,479 — 1,072,479 Debt securities — — — — Rate lock commitments — — 3,957 3,957 Forward sale contracts — — 4,544 4,544 Total $ 524,569 $ 1,072,479 $ 8,501 $ 1,605,549 Liabilities: Contingent consideration $ — $ — $ 12,338 $ 12,338 Rate lock commitments — — 2,836 2,836 Forwards sale contracts — — 2,180 2,180 Total $ — $ — $ 17,354 $ 17,354 |
Schedule of Changes in Level 3 RBC Forwards, Rate Lock Commitments, Forwards and Contingent Consideration Measured at Fair Value on Recurring Basis | Changes in Level 3 Nasdaq Forwards, rate lock commitments, forward sale contracts and contingent consideration measured at fair value on recurring basis were as follows (in thousands): As of September 30, 2022 Opening Total realized Additions Settlements Closing Unrealized Assets: Rate lock commitments $ 3,957 $ 5,076 $ — $ (3,957) $ 5,076 $ 5,076 Forward sale contracts 4,544 67,525 — (4,544) 67,525 67,525 Total $ 8,501 $ 72,601 $ — $ (8,501) $ 72,601 $ 72,601 Opening Total realized Additions Settlements Closing Unrealized Liabilities: Contingent consideration $ 12,338 $ 778 $ 7,322 $ (8,185) $ 12,253 $ 778 Rate lock commitments 2,836 15,250 — (2,836) 15,250 15,250 Forward sale contracts 2,180 — — (2,180) — — Total $ 17,354 $ 16,028 $ 7,322 $ (13,201) $ 27,503 $ 16,028 As of December 31, 2021 Opening Total realized Additions Settlements Closing Unrealized Assets: Rate lock commitments $ 21,034 $ 3,957 $ — $ (21,034) $ 3,957 $ 3,957 Forward sale contracts 7,632 4,544 — (7,632) 4,544 4,544 Nasdaq Forwards 12,822 (12,822) — — — — Total $ 41,488 $ (4,321) $ — $ (28,666) $ 8,501 $ 8,501 Opening Total realized Additions Settlements Closing Unrealized Liabilities: Contingent consideration $ 31,481 $ (1,351) $ — $ (17,792) $ 12,338 $ 12,338 Rate lock commitments 2,977 2,836 — (2,977) 2,836 2,836 Forward sale contracts 14,971 2,180 — (14,971) 2,180 2,180 Total $ 49,429 $ 3,665 $ — $ (35,740) $ 17,354 $ 17,354 |
Summary of Quantitative Information about Level 3 Fair Value Measurements | The following tables present quantitative information about the significant unobservable inputs utilized by Newmark in the fair value measurement of Level 3 assets and liabilities measured at fair value on a recurring basis: September 30, 2022 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 12,253 Discount rate 4.0% - 11.8% (1) 7.2% Probability of meeting earnout and contingencies 75.0%- 99.0% (1) 91.9% Derivative assets and liabilities: Forward sale contracts $ 67,525 $ — Counterparty credit risk N/A N/A Rate lock commitments $ 5,076 $ 15,250 Counterparty credit risk N/A N/A December 31, 2021 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 12,338 Discount rate 4.0% - 10.2% (1) 8.1% Probability of meeting earnout and contingencies 75.0% - 99.0% (1) 91.6% Derivative assets and liabilities: Forward sale contracts $ 4,544 $ 2,180 Counterparty credit risk N/A N/A Rate lock commitments $ 3,957 $ 2,836 Counterparty credit risk N/A N/A (1) Newmark’s estimate of contingent consideration as of September 30, 2022 and December 31, 2021 was based on the acquired business’ projected future financial performance, including revenues. |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Current Portion of Accounts Payable, Accrued Expenses and Other Liabilities | The accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Accounts payable and accrued expenses $ 201,793 $ 223,158 Outside broker payable 74,314 73,397 Payroll taxes payable 85,193 80,249 Corporate taxes payable 4,211 56,265 Derivative liability 15,250 5,016 Right-of-use liabilities 86,953 81,958 Contingent consideration 2,273 8,703 Total $ 469,987 $ 528,746 |
Summary of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Accrued compensation $ 100,016 $ 96,839 Payroll and other taxes payable 70,330 70,677 Financial guarantee liability 26,577 25,989 Deferred rent 11,162 9,872 Contingent consideration 9,980 3,635 Total $ 218,065 $ 207,012 |
Compensation (Tables)
Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost for Share-Based Payment Arrangements | Newmark incurred compensation expense related to Class A common stock, limited partnership units and RSUs held by Newmark employees as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Issuance of common stock and exchangeability expenses $ 33,330 $ 14,414 $ 69,188 $ 298,202 Allocations of net income to limited partnership units and FPUs (1) 4,875 13,167 12,808 38,092 Limited partnership units amortization 181 2,323 5,214 (32,056) RSU amortization 5,702 4,059 15,764 11,505 Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 44,088 $ 33,963 $ 102,974 $ 315,743 (1) Certain limited partnership units receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders, including the Preferred Distribution. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Issuance of common stock and exchangeability expenses $ 33,330 $ 14,321 $ 71,211 $ 302,764 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Limited partnership units amortization $ 181 $ 2,323 $ 5,214 $ (32,056) Compensation expense related to these limited partnership units held by Newmark employees was as follows (in thousands:): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Issuance of common stock and exchangeability expenses $ — $ 93 $ (2,023) $ (4,562) Compensation expense related to Newmark and BGC RSUs are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 RSU amortization $ 5,702 $ 4,059 $ 15,764 $ 11,505 |
Schedule of Activity Associated with Limited Partnership Units | A summary of the activity associated with limited partnership units held by Newmark employees is as follows: Newmark Units BGC Units Balance, December 31, 2021 18,419,613 8,663,930 Issued 11,734,955 10,330 Redeemed/exchanged units (599,184) (1,161,440) Forfeited units/other (245,349) (60,511) September 30, 2022 29,310,035 7,452,309 Total exchangeable units outstanding (2) : December 31, 2021 2,468,443 3,456,479 September 30, 2022 7,526,254 3,472,610 (1) Includes the pre-IPO Newmark employees share-equivalent limited partnership units in BGC Holdings. (2) The Limited Partnership table above also includes partnership units issued for consideration for acquisitions. As of September 30, 2022, there were 3.9 million partnership units in Newmark Holdings outstanding, of which 1.6 million units were exchangeable, and 5.8 million partnership units in BGC Holdings outstanding, of which 3.1 million were exchangeable. As of December 31, 2021, there were 4.2 million partnership units in Newmark Holdings outstanding, of which 1.3 million units were exchangeable, and 6.8 million partnership units in BGC Holdings outstanding, of which 3.1 million were exchangeable. A summary of the BGC Holdings and Newmark Holdings limited partnership units held by Newmark employees is as follows: Newmark BGC Regular units 27,994,887 7,370,392 Preferred Units 1,315,148 81,917 Balance, September 30, 2022 29,310,035 7,452,309 |
Schedule of Units Redeemed | A summary of units held by Newmark employees redeemed in connection with the issuance of Newmark or BGC Class A common stock (at the current exchange ratio) or granted exchangeability for Newmark or BGC Class A common stock is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 BGC Units 23,451 2,324,626 114,570 13,960,614 Newmark Units 4,263,257 305,636 7,132,116 32,392,989 Total 4,286,708 2,630,262 7,246,686 46,353,603 |
Schedule of Limited Partnership Units with a Post-Termination Payout | Limited partnership units with a post-termination payout held by Newmark employees are as follows (dollars in thousands): September 30, 2022 December 31, 2021 Notional Value (1) $ 146,762 $ 116,717 Estimated fair value of the post-termination payout (2) $ 40,076 $ 38,516 Outstanding limited partnership units in BGC Holdings 44,928 105,302 Outstanding limited partnership units in Newmark Holdings 13,272,736 11,691,406 Outstanding limited partnership units in Newmark Holdings - unvested 6,136,233 5,980,996 (1) Beginning January 1, 2018, Newmark began granting stand-alone limited partnership units in Newmark Holdings to Newmark employees. (2) Included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. Liability balance also includes $6.8 million of post-termination units issued as consideration for acquisition. |
Schedule of Grant of Conversion Rights | The grant of exchange rights of HDU's to Newmark employees are as follows (in thousands): September 30, 2022 December 31, 2021 Notional Value $ 7,222 $ 12,836 Estimated fair value of limited partnership units (1) $ 7,013 $ 12,558 (1) Included in “Other long-term liabilities” on the accompanying unaudited condensed consolidated balance sheets. |
Schedule of Activity Associated with Restricted Stock Units | A summary of the activity associated with Newmark and BGC RSUs held by Newmark employees is as follows (fair value amount in thousands): Newmark RSUs (1) BGC RSUs (2) Restricted Weighted- Fair Weighted- Restricted Weighted- Fair Weighted- Balance, January 1, 2021 10,646,797 $ 7.75 $ 82,494 5.69 8,013 $ 3.80 $ 31 2.17 Granted 2,913,572 9.71 28,290 — — — Settled units (delivered shares) (2,196,903) 7.64 (16,792) (2,638) 3.69 (10) Forfeited units (642,009) 7.74 (4,967) — — — Balance, December 31, 2021 10,721,457 $ 8.30 $ 89,025 4.96 5,375 $ 3.85 $ 21 1.16 Granted 2,045,344 14.56 29,779 4,191 4.28 17 Settled units (delivered shares) (2,033,920) 8.03 (16,342) (2,638) 3.69 (10) Forfeited units (307,885) 9.90 (3,048) — — — Balance, September 30, 2022 10,424,996 $ 9.54 $ 99,414 4.65 6,928 $ 4.17 $ 28 2.27 (1) Beginning January 1, 2018, Newmark began granting stand-alone Newmark RSUs to Newmark employees with the awards vesting ratably over a two (2) RSUs granted to these individuals generally vest over a two |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | 55 Months Ended | ||||||||||||||
Jul. 02, 2021 USD ($) shares | Jun. 28, 2021 USD ($) $ / shares shares | Jun. 25, 2021 USD ($) shares | Nov. 30, 2020 USD ($) shares | Dec. 02, 2019 USD ($) shares | Sep. 26, 2018 USD ($) tranche shares | Jun. 28, 2013 USD ($) shares | Jun. 30, 2022 shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2018 USD ($) | Mar. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Jul. 31, 2021 $ / shares | Nov. 30, 2019 USD ($) | Jun. 18, 2018 USD ($) | |
Description Of Business | |||||||||||||||||
Shares settled (in shares) | 944,329 | 741,505 | 898,685 | ||||||||||||||
Investment owned shares settled fair value | $ | $ 166,000 | $ 93,500 | $ 93,500 | ||||||||||||||
Shares owned (in shares) | 5,278,011 | 250,742 | 93,562 | ||||||||||||||
Marketable securities | $ | $ 524,569 | $ 1,031 | |||||||||||||||
Common stock transactions, remaining (in shares) | 0 | ||||||||||||||||
2021 Equity Event | |||||||||||||||||
Description Of Business | |||||||||||||||||
Compensation expense | $ | $ 428,600 | ||||||||||||||||
Deferred tax asset, net of allowance | $ | $ 101,000 | ||||||||||||||||
Settlement share price (in usd per share) | $ / shares | $ 12.50 | $ 13.01 | |||||||||||||||
2021 Equity Event | Class A Common Stock | |||||||||||||||||
Description Of Business | |||||||||||||||||
Limited partnership units conversion ratio | 0.9403 | ||||||||||||||||
Common Stock | |||||||||||||||||
Description Of Business | |||||||||||||||||
Amount recognized in connection with the earn-out including other income (loss) (in shares) | 992,247 | ||||||||||||||||
Common Stock | Nasdaq | |||||||||||||||||
Description Of Business | |||||||||||||||||
Shares received from transaction (in shares) | 2,497,831 | 2,780,180 | 2,780,180 | ||||||||||||||
Marketable securities | $ | $ 1,093,900 | $ 524,600 | |||||||||||||||
Common Stock | Nasdaq Earn-Out | |||||||||||||||||
Description Of Business | |||||||||||||||||
Marketable securities | $ | $ 166,000 | $ 121,900 | |||||||||||||||
Shares settled (in shares) | 944,329 | 6,222,340 | |||||||||||||||
Marketable securities | $ | $ 98,600 | ||||||||||||||||
Newmark Holdings, L.P. | Employees | Limited Partnership Units | |||||||||||||||||
Description Of Business | |||||||||||||||||
Shares redeemed or exchanged (in shares) | 8,300,000 | ||||||||||||||||
Newmark Holdings, L.P. | Independent Contractors | Limited Partnership Units | |||||||||||||||||
Description Of Business | |||||||||||||||||
Shares redeemed or exchanged (in shares) | 23,200,000 | ||||||||||||||||
BGC Holdings, L.P. | Employees | Limited Partnership Units | |||||||||||||||||
Description Of Business | |||||||||||||||||
Shares redeemed or exchanged (in shares) | 8,000,000 | ||||||||||||||||
BGC Holdings, L.P. | Independent Contractors | Limited Partnership Units | |||||||||||||||||
Description Of Business | |||||||||||||||||
Shares redeemed or exchanged (in shares) | 17,400,000 | ||||||||||||||||
Nasdaq Omx | Maximum | |||||||||||||||||
Description Of Business | |||||||||||||||||
Shares received from transaction (in shares) | 992,247 | ||||||||||||||||
Nasdaq Omx | eSpeed | |||||||||||||||||
Description Of Business | |||||||||||||||||
Purchase consideration paid in cash | $ | $ 750,000 | ||||||||||||||||
Period for expected payment under Common stock transaction | 15 years | ||||||||||||||||
Amount recognized in connection with the earn-out including other income (loss) (in shares) | 10,200,000 | ||||||||||||||||
Shares sold under common stock transactions (in shares) | 7,600,000 | ||||||||||||||||
Common stock transactions, realized gain and dividend income | $ | $ 1,474,200 | ||||||||||||||||
Nasdaq Omx | eSpeed | Maximum | BGC Partners Inc | |||||||||||||||||
Description Of Business | |||||||||||||||||
Expected payment of shares under common stock transaction (in shares) | 14,883,705 | ||||||||||||||||
Nasdaq Omx | eSpeed | Minimum | BGC Partners Inc | |||||||||||||||||
Description Of Business | |||||||||||||||||
Gross revenue on expected payment per year under common stock transaction | $ | $ 25,000 | ||||||||||||||||
RBC | Newmark OpCo | |||||||||||||||||
Description Of Business | |||||||||||||||||
Exchangeable preferred limited partnership units issued (in shares) | $ | $ 150,000 | $ 175,000 | |||||||||||||||
Proceeds from issuance of EPUs | $ | $ 266,100 | ||||||||||||||||
Exchangeable preferred limited partnership units, number of tranches | tranche | 4 | ||||||||||||||||
RBC | eSpeed | |||||||||||||||||
Description Of Business | |||||||||||||||||
Shares delivered under common stock transactions (in shares) | 2,600,000 |
Limited Partnership Interests_2
Limited Partnership Interests in Newmark Holdings and BGC Holdings (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 tranche shares | Sep. 30, 2022 tranche shares | Dec. 13, 2017 | |
Related Party Transaction | |||
Limited partnership units exchange ratio | 0.4545 | 0.4545 | |
Payout period for post-termination awards | 4 years | ||
Percentage to preferred units | 0.6875% | ||
Pecentage to preferred units per calendar year | 2.75% | ||
Non Distribution Earning Units | |||
Related Party Transaction | |||
Award vesting period | 4 years | ||
Class A Common Stock | |||
Related Party Transaction | |||
Limited partnership units exchange ratio | 1 | ||
Class B Common Stock | Cantor | |||
Related Party Transaction | |||
Share converted (in shares) | 1 | ||
NEWMARK Group Inc Parent | Class A Common Stock | |||
Related Party Transaction | |||
Limited partnership units exchange ratio | 0.9365 | 0.9365 | |
NEWMARK Group Inc Parent | Class B Common Stock | |||
Related Party Transaction | |||
Exchangeable preferred limited partnership units (in shares) | 24,600,000 | 24,600,000 | |
Newmark OpCo | RBC | |||
Related Party Transaction | |||
Exchangeable preferred limited partnership units, number of tranches | tranche | 4 | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Provision (reversal) for expected credit losses | $ 700 | $ 1,100 | $ 588 | $ (5,200) | $ (3,592) | |
Guaranty liabilities | 26,577 | 26,577 | 25,989 | $ 29,581 | ||
Allowance for doubtful accounts, period increase | 900 | 500 | 5,500 | 4,600 | ||
Allowance for doubtful accounts | 22,000 | 22,000 | 16,700 | |||
Allowance for credit loss | 3,800 | $ 3,800 | $ 3,800 | |||
Number of operating segments | segment | 1 | |||||
Revenues | $ 664,646 | $ 788,125 | $ 2,098,245 | 1,921,977 | ||
Commercial mortgage origination, net | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Revenues | $ 284,483 | $ 254,372 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from External Customer | ||||
Revenues | $ 664,646 | $ 788,125 | $ 2,098,245 | $ 1,921,977 |
Management services, servicing fees and other | ||||
Revenue from External Customer | ||||
Revenues | 689,183 | 651,729 | ||
Leasing and other commissions | ||||
Revenue from External Customer | ||||
Revenues | 631,681 | 563,311 | ||
Investment sales | ||||
Revenue from External Customer | ||||
Revenues | 492,898 | 452,565 | ||
Commercial mortgage origination, net | ||||
Revenue from External Customer | ||||
Revenues | $ 284,483 | $ 254,372 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
May 03, 2022 USD ($) | Apr. 01, 2022 company | Mar. 31, 2021 USD ($) | Jan. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition | ||||||||
Number of businesses acquired | company | 2 | |||||||
Goodwill | $ 698,682 | $ 657,131 | $ 560,332 | |||||
Unrealized (gains) on investments | 0 | $ 27,825 | ||||||
Open Realty | ||||||||
Business Acquisition | ||||||||
Cash and stock issued at closing | $ 65,534 | |||||||
Contingent consideration | 7,322 | |||||||
Goodwill | 50,756 | |||||||
Business acquisition, amount deductible for tax | $ 39,400 | |||||||
Business acquisition, aggregate revenue contribution | 8,300 | |||||||
Knotel, Inc. | ||||||||
Business Acquisition | ||||||||
Shares issued as compensation | 110,400 | |||||||
Cash and stock issued at closing | $ 44,492 | |||||||
Contingent consideration | 6,574 | 6,600 | ||||||
Goodwill | 97,639 | 97,600 | ||||||
Business acquisition, amount deductible for tax | 78,300 | |||||||
Business acquisition, aggregate revenue contribution | 75,600 | |||||||
Debtor-in-possession facility financing costs | $ 19,800 | |||||||
First and second lien debt | 39,584 | 39,600 | ||||||
Debtor-in-possession financing | $ 19,788 | 19,800 | ||||||
Cash and stock issued at closing | 41,500 | |||||||
Stock issued at closing | 3,000 | |||||||
Deskeo | ||||||||
Business Acquisition | ||||||||
Debt securities | 13,800 | |||||||
Unrealized (gains) on investments | $ 27,800 | |||||||
Restricted Stock Units | Open Realty | ||||||||
Business Acquisition | ||||||||
Shares issued as compensation | $ 72,900 |
Acquisitions - Summary of Compo
Acquisitions - Summary of Components of Purchase Consideration Transferred and Preliminary Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
May 03, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Allocations | |||||
Goodwill | $ 657,131 | $ 698,682 | $ 560,332 | ||
Open Realty | |||||
Purchase Price | |||||
Assumed liability | $ 7,322 | ||||
Cash and stock issued at closing | 65,534 | ||||
Total | 72,856 | ||||
Allocations | |||||
Cash | 1,286 | ||||
Goodwill | 50,756 | ||||
Other intangible assets, net | 19,633 | ||||
Receivables, net | 3,625 | ||||
Other assets | 290 | ||||
Right-of-use Assets | 4,305 | ||||
Right-of-use Liabilities | (4,305) | ||||
Accrued Compensation | (2,175) | ||||
Accounts payable, accrued expenses and other liabilities | (559) | ||||
Net assets acquired | $ 72,856 | ||||
Knotel, Inc. | |||||
Purchase Price | |||||
First and second lien debt | $ 39,584 | 39,600 | |||
Debtor-in-possession financing | 19,788 | 19,800 | |||
Assumed liability | 6,574 | 6,600 | |||
Cash and stock issued at closing | 44,492 | ||||
Total | 110,438 | ||||
Allocations | |||||
Cash | 21,641 | ||||
Goodwill | 97,639 | $ 97,600 | |||
Other intangible assets, net | 41,332 | ||||
Receivables, net | 7,478 | ||||
Fixed Assets, net | 40,605 | ||||
Other assets | 62,710 | ||||
Right-of-use Assets | 434,315 | ||||
Right-of-use Liabilities | (434,315) | ||||
Accrued Compensation | (2,076) | ||||
Accounts payable, accrued expenses and other liabilities | (103,771) | ||||
Unrealized gain on investment | (27,825) | ||||
Initial investment (recorded at cost) | (13,832) | ||||
Non-controlling interest | (13,463) | ||||
Net assets acquired | $ 110,438 |
Earnings Per Share and Weight_3
Earnings Per Share and Weighted-Average Shares Outstanding - Calculation of Basic Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Basic earnings per share | |||||
Net income available to common stockholders | [1] | $ 27,964 | $ 128,549 | $ 76,848 | $ 595,198 |
Basic weighted-average shares of common stock outstanding (in shares) | 177,231 | 199,413 | 183,311 | 189,317 | |
Basic earnings per share (in usd per share) | $ 0.16 | $ 0.64 | $ 0.42 | $ 3.14 | |
NEWMARK Group Inc Parent | |||||
Earnings Per Share | |||||
Reduction for dividends on preferred stock or units | $ 0 | $ 6,200 | |||
[1]Includes a reduction for dividends on preferred stock or EPUs in the amount of $0.0 million and $6.2 million for the three and nine months ended September 30, 2021, respectively. (see Note 1 — “Organization and Basis of Presentation”). |
Earnings Per Share and Weight_4
Earnings Per Share and Weighted-Average Shares Outstanding - Calculation of Fully Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Fully diluted earnings per share: | |||||
Net income available to common stockholders | [1] | $ 27,964 | $ 128,549 | $ 76,848 | $ 595,198 |
Allocations of net income to limited partnership interests in Newmark Holdings, net of tax | 9,710 | 0 | 23,635 | 0 | |
Net income for fully diluted shares | $ 37,674 | $ 128,549 | $ 100,483 | $ 595,198 | |
Weighted-average shares: | |||||
Common stock outstanding (in shares) | 177,231 | 199,413 | 183,311 | 189,317 | |
Partnership units (units) | 61,501 | 58,899 | 0 | ||
RSUs (Treasury stock method) (units) | 2,604 | 4,696 | 3,809 | 3,816 | |
Newmark exchange shares (in shares) | 2,133 | 1,172 | 2,048 | 1,187 | |
Fully diluted weighted-average shares of common stock outstanding (in shares) | 243,469 | 205,281 | 248,067 | 194,320 | |
Fully diluted earnings per share (in usd per share) | $ 0.15 | $ 0.63 | $ 0.41 | $ 3.06 | |
[1]Includes a reduction for dividends on preferred stock or EPUs in the amount of $0.0 million and $6.2 million for the three and nine months ended September 30, 2021, respectively. (see Note 1 — “Organization and Basis of Presentation”). |
Earnings Per Share and Weight_5
Earnings Per Share and Weighted-Average Shares Outstanding - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive securities excluded from computation of fully diluted earnings per share amount (in shares) | 0.9 | 52.5 | 0.9 | 73.6 |
Stock Transactions and Unit R_3
Stock Transactions and Unit Redemptions - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2022 USD ($) class vote $ / shares shares | Aug. 31, 2022 $ / shares shares | Jul. 31, 2022 $ / shares shares | Sep. 30, 2022 USD ($) class vote $ / shares shares | Jun. 30, 2022 $ / shares shares | Mar. 31, 2022 $ / shares shares | Sep. 30, 2021 shares | Sep. 30, 2022 USD ($) shares class vote $ / shares | Sep. 30, 2021 shares | Dec. 31, 2021 $ / shares shares | Jun. 30, 2021 shares | Feb. 17, 2021 shares | Dec. 31, 2020 shares | |
Class of Stock | |||||||||||||
Number of authorized classes of common stock | class | 2 | 2 | 2 | ||||||||||
Number of shares authorized to be repurchased (in shares) | 400,000,000 | ||||||||||||
Class A Common Stock | |||||||||||||
Class of Stock | |||||||||||||
Common stock, votes per share | vote | 1 | 1 | 1 | ||||||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares outstanding (in shares) | 150,530,807 | 150,530,807 | 160,002,640 | 174,407,338 | 150,530,807 | 174,407,338 | 168,272,371 | 179,736,458 | 161,175,894 | ||||
Treasury stock repurchases (in shares) | 4,436,461 | 3,337,037 | 2,390,179 | 10,163,677 | 11,370,647 | 1,682,871 | 6,307,802 | 23,217,195 | 10,800,143 | ||||
Shares repurchased price (in dollars per share) | $ / shares | $ 10.20 | $ 10.68 | $ 10.19 | $ 10.36 | $ 12.75 | $ 18.35 | $ 12.10 | ||||||
Share repurchase and redemption unit remaining authorized amount | $ | $ 146,927 | $ 146,927 | $ 146,927 | ||||||||||
Class B Common Stock | |||||||||||||
Class of Stock | |||||||||||||
Common stock, votes per share | vote | 10 | 10 | 10 | ||||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Conversion of common stock (in shares) | 1 | ||||||||||||
Common stock, shares outstanding (in shares) | 21,285,533 | 21,285,533 | 21,285,533 | 21,285,533 |
Stock Transactions and Unit R_4
Stock Transactions and Unit Redemptions - Schedule of Changes in Shares of Common Stock Outstanding (Details) - shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share issuances: | |||||||||
Other (in shares) | (26,742) | ||||||||
Class A Common Stock | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Shares outstanding at beginning of period (in shares) | 160,002,640 | 160,002,640 | 168,272,371 | 179,736,458 | 168,272,371 | 161,175,894 | |||
Share issuances: | |||||||||
LPU redemption/exchange (in shares) | 421,320 | 968,762 | 3,751,231 | 3,960,927 | |||||
Other (in shares) | (244,815) | 38,093 | 18,572,317 | ||||||
Treasury stock repurchases (in shares) | (4,436,461) | (3,337,037) | (2,390,179) | (10,163,677) | (11,370,647) | (1,682,871) | (6,307,802) | (23,217,195) | (10,800,143) |
Shares outstanding at end of period (in shares) | 150,530,807 | 150,530,807 | 160,002,640 | 174,407,338 | 150,530,807 | 174,407,338 | |||
Class A Common Stock | Restricted Stock Units | |||||||||
Share issuances: | |||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 297,266 | 254,735 | 1,686,307 | 1,498,343 |
Stock Transactions and Unit R_5
Stock Transactions and Unit Redemptions - Schedule of Share Repurchase Activity (Details) - Class A Common Stock - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock | |||||||||
Treasury stock repurchases (in shares) | 4,436,461 | 3,337,037 | 2,390,179 | 10,163,677 | 11,370,647 | 1,682,871 | 6,307,802 | 23,217,195 | 10,800,143 |
Average price paid per unit or share (in dollars per share) | $ 10.20 | $ 10.68 | $ 10.19 | $ 10.36 | $ 12.75 | $ 18.35 | $ 12.10 | ||
Approximate Dollar Value of Units and Shares That May Yet Be Repurchased/ Purchased Under the Program | $ 146,927 | $ 146,927 | $ 146,927 |
Stock Transactions and Unit R_6
Stock Transactions and Unit Redemptions - Schedule of Changes in Carrying Amount of Redeemable Partnership Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Increase (Decrease) in Temporary Equity | ||
Balance at beginning of period: | $ 20,947 | $ 20,045 |
Income allocation | 1,892 | 4,532 |
Distributions of income | (4,468) | (1,215) |
Redemptions | 0 | (2,169) |
Issuance and other | (1,417) | (246) |
Balance at end of period | $ 16,954 | $ 20,947 |
Marketable Securities (Details)
Marketable Securities (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jul. 02, 2021 USD ($) shares | Jun. 25, 2021 USD ($) shares | Nov. 30, 2020 USD ($) shares | Dec. 02, 2019 USD ($) shares | Sep. 26, 2018 shares | Jun. 28, 2013 USD ($) shares | Sep. 30, 2022 USD ($) contract shares | Jun. 30, 2022 shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) contract shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2020 shares | Nov. 30, 2019 USD ($) | |
Marketable Securities | ||||||||||||||
Shares settled (in shares) | shares | 944,329 | 741,505 | 898,685 | |||||||||||
Investment owned shares settled fair value | $ 166,000,000 | $ 93,500,000 | $ 93,500,000 | |||||||||||
Shares owned (in shares) | shares | 5,278,011 | 250,742 | 93,562 | |||||||||||
Investment owned, balance, contracts | contract | 0 | 0 | ||||||||||||
Gross proceeds from sale of marketable securities | $ 437,820,000 | $ 495,703,000 | ||||||||||||
Gain (loss) on marketable securities | (7,470,000) | 16,472,000 | ||||||||||||
Unrealized gain (loss) on marketable securities | (80,413,000) | $ 41,485,000 | ||||||||||||
Marketable securities | $ 1,031,000 | $ 524,569,000 | 1,031,000 | |||||||||||
Cantor | ||||||||||||||
Marketable Securities | ||||||||||||||
Securities loaned, fair value | 182,000,000 | |||||||||||||
Common Stock | ||||||||||||||
Marketable Securities | ||||||||||||||
Amount recognized in connection with the earn-out including other income (loss) (in shares) | shares | 992,247 | |||||||||||||
Common Stock | Nasdaq | ||||||||||||||
Marketable Securities | ||||||||||||||
Marketable securities | $ 1,093,900,000 | $ 524,600,000 | ||||||||||||
Shares received from transaction (in shares) | shares | 2,497,831 | 2,780,180 | 2,780,180 | |||||||||||
Number of shares sold in transaction (in shares) | shares | 3,458,515 | 3,709,257 | ||||||||||||
Gross proceeds from sale of marketable securities | $ 460,300,000 | 437,800,000 | $ 495,700,000 | |||||||||||
Gain (loss) on marketable securities | 11,800,000 | (7,500,000) | $ 16,500,000 | |||||||||||
Unrealized gain (loss) on marketable securities | $ 58,100,000 | $ 41,500,000 | $ (80,100,000) | |||||||||||
Common Stock | Nasdaq | Nasdaq | ||||||||||||||
Marketable Securities | ||||||||||||||
Number of shares pledged to be repurchased (in shares) | shares | 0 | 866,791 | 0 | |||||||||||
Amount received from the value of shares pledged | $ 140,000,000 | |||||||||||||
Common Stock | Nasdaq Earn-Out | ||||||||||||||
Marketable Securities | ||||||||||||||
Shares settled (in shares) | shares | 944,329 | 6,222,340 | ||||||||||||
Marketable securities | $ 166,000,000 | $ 121,900,000 | ||||||||||||
Marketable securities | $ 98,600,000 | |||||||||||||
Maximum | Common Stock | ||||||||||||||
Marketable Securities | ||||||||||||||
Remaining earn-out receivable under common stock transaction (in shares) | shares | 6,945,729 | |||||||||||||
Minimum | Common Stock | ||||||||||||||
Marketable Securities | ||||||||||||||
Gross revenue on earn-out receivable per year under common stock transaction | $ 25,000,000 | |||||||||||||
Nasdaq Omx | Maximum | ||||||||||||||
Marketable Securities | ||||||||||||||
Shares received from transaction (in shares) | shares | 992,247 | |||||||||||||
BGC Partners Inc | Common Stock | ||||||||||||||
Marketable Securities | ||||||||||||||
Period for earn-out receivable under common stock transaction | 7 years | |||||||||||||
BGC Partners Inc | Nasdaq Omx | ||||||||||||||
Marketable Securities | ||||||||||||||
Period for earn-out receivable under common stock transaction | 15 years | |||||||||||||
BGC Partners Inc | Nasdaq Omx | Maximum | ||||||||||||||
Marketable Securities | ||||||||||||||
Earn-out shares receivable under common stock transaction (in shares) | shares | 14,883,705 | |||||||||||||
BGC Partners Inc | Nasdaq Omx | Minimum | ||||||||||||||
Marketable Securities | ||||||||||||||
Gross revenue on earn-out receivable per year under common stock transaction | $ 25,000,000 |
Investments (Details)
Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 20, 2022 | Dec. 31, 2021 | Sep. 08, 2017 | |
Schedule of Equity Method Investments | |||||||
(Loss) income from equity method investments | $ 0.1 | $ 0.1 | |||||
Distributions received | 0 | $ 0 | 0 | $ 0 | |||
Unrealized gain (loss) on marketable securities | 1.3 | $ 0 | 15.2 | $ 2.5 | |||
Corporate Joint Venture | Cantor | |||||||
Schedule of Equity Method Investments | |||||||
Due from related party, current | $ 88.4 | ||||||
Other Assets | |||||||
Schedule of Equity Method Investments | |||||||
Equity method investment | 88.4 | 88.4 | $ 88.3 | ||||
Debt securities | $ 7.5 | $ 7.5 | $ 20 | ||||
CF Real Estate Finance Holdings, L.P. | |||||||
Schedule of Equity Method Investments | |||||||
Equity method investment ownership percentage | 27% | 27% | |||||
Equity method investment | $ 100 |
Capital and Liquidity Require_2
Capital and Liquidity Requirements (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Compliance with Regulatory Capital Requirements under Banking Regulations | |||
Percentage of Freddie Mac's liquidity requirement of outstanding principal of TAH loans serviced | 8% | 8% | |
Other Assets | |||
Compliance with Regulatory Capital Requirements under Banking Regulations | |||
Outstanding borrower advances | $ 1.1 | $ 0.9 | |
Seller/Servicer Agreements | |||
Compliance with Regulatory Capital Requirements under Banking Regulations | |||
Amount of capital in excess of aggregate regulatory requirements | $ 415.1 | $ 400.5 |
Loans Held for Sale, at Fair _3
Loans Held for Sale, at Fair Value - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | ||
Maximum period of loans held for sale sold | 45 days | |
Financing receivable, nonaccrual | $ 0 | $ 0 |
Loans Held for Sale, at Fair _4
Loans Held for Sale, at Fair Value - Summary of Loans Held for Sale at Cost Basis and Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable | ||
Loans held for sale, at fair value | $ 980,859 | $ 1,072,479 |
Cost Basis | ||
Accounts, Notes, Loans and Financing Receivable | ||
Loans held for sale, at fair value | 1,017,130 | 1,051,220 |
Fair Value | ||
Accounts, Notes, Loans and Financing Receivable | ||
Loans held for sale, at fair value | $ 980,859 | $ 1,072,479 |
Loans Held for Sale, at Fair _5
Loans Held for Sale, at Fair Value - Fair Value Adjustments on Loans Held for Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | ||||
Interest income on loans held for sale | $ 7,180 | $ 5,392 | $ 17,286 | $ 13,326 |
Gains (loss) recognized on change in fair value on loans held for sale | $ (48,098) | $ 9,989 | $ (36,271) | $ 15,810 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Contracts (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Assets | $ 72,601,000 | $ 8,500,000 |
Liabilities | 15,250,000 | 5,016,000 |
Notional Amounts | 1,556,604,000 | 1,400,794,000 |
Rate lock commitments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Assets | 5,076,000 | 3,956,000 |
Liabilities | 15,250,000 | 2,836,000 |
Notional Amounts | 269,737,000 | 174,787,000 |
Forward sale contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Assets | 67,525,000 | 4,544,000 |
Liabilities | 0 | 2,180,000 |
Notional Amounts | $ 1,286,867,000 | $ 1,226,007,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Rate lock commitments | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income for derivatives | $ (0.7) | $ 0.5 | $ (0.9) | $ (1.7) |
Derivatives - Summary of Gains
Derivatives - Summary of Gains Losses on Derivative Contracts Included in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Rate lock commitments | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income for derivatives | $ (700) | $ 500 | $ (900) | $ (1,700) |
Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income for derivatives | 53,218 | 6,391 | 57,351 | 16,753 |
Not Designated as Hedging Instrument | Rate lock commitments | Commercial mortgage origination, net | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income for derivatives | (4,104) | (8,001) | (9,271) | 11,842 |
Not Designated as Hedging Instrument | Rate lock commitments | Compensation and employee benefits | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income for derivatives | (679) | 488 | (903) | (1,689) |
Not Designated as Hedging Instrument | Forward sale contracts | ||||
Derivative Instruments, Gain (Loss) | ||||
Gain (loss) recognized in income for derivatives | $ 58,001 | $ 13,904 | $ 67,525 | $ 6,600 |
Credit Enhancement Receivable_3
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Mar. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 09, 2021 | |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | |||||
Credit enhancement receivable | $ 0 | $ 0 | |||
Deposit in Fannie Mae restricted liquidity account | 25,000,000 | $ 25,000,000 | |||
Returned the credit enhancement deposit | $ 25,000,000 | ||||
DB Cayman | Credit Risk | |||||
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | |||||
Reimbursements under serving agreement | 0 | $ 0 | |||
Percentage of contingent payment | 50% | ||||
Contingent liability | $ 0 | $ 0 |
Credit Enhancement Receivable_4
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability - Servicing Portfolio (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | ||
Credit risk loans | $ 27,175,759 | $ 25,764,721 |
DB Cayman | Credit Risk | ||
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | ||
Credit risk loans | 8,243,515 | 7,785,850 |
Maximum DB Cayman credit protection | 0 | 0 |
Maximum loss exposure without any form of credit protection | $ 8,243,515 | $ 7,785,850 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Schedule of Revenues from Contracts with Customers and Our Other Sources of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue | ||||
Revenues from contracts with customers: | $ 557,257 | $ 682,165 | $ 1,793,206 | $ 1,646,083 |
Revenues | 664,646 | 788,125 | 2,098,245 | 1,921,977 |
Fair value of expected net future cash flows from servicing recognized at commitment, net | ||||
Disaggregation of Revenue | ||||
Other sources of revenue | 27,386 | 33,644 | 88,357 | 88,175 |
Loan originations related fees and sales premiums, net | ||||
Disaggregation of Revenue | ||||
Other sources of revenue | 21,455 | 26,386 | 57,719 | 60,508 |
Servicing fees and other | ||||
Disaggregation of Revenue | ||||
Other sources of revenue | 58,548 | 45,930 | 158,963 | 127,211 |
Leasing and other commissions | ||||
Disaggregation of Revenue | ||||
Revenues from contracts with customers: | 219,903 | 231,532 | 631,681 | 563,311 |
Revenues | 219,903 | 231,532 | 631,681 | 563,311 |
Investment sales | ||||
Disaggregation of Revenue | ||||
Revenues from contracts with customers: | 131,731 | 208,786 | 492,898 | 452,565 |
Mortgage brokerage and debt placement | ||||
Disaggregation of Revenue | ||||
Revenues from contracts with customers: | 41,792 | 43,308 | 138,407 | 105,688 |
Management services | ||||
Disaggregation of Revenue | ||||
Revenues from contracts with customers: | $ 163,831 | $ 198,539 | $ 530,220 | $ 524,519 |
Revenues from Contracts with _4
Revenues from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 2,400 | $ 3,700 | |
Deferred revenue, revenue recognized | 2,500 | $ 1,600 | |
Revenue, remaining performance obligation, amount | $ 173,864 |
Revenues from Contracts with _5
Revenues from Contracts with Customers - Schedule of Revenue Remaining Performance Obligation (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 173,864 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 31,919 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 76,835 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 35,168 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 14,949 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,071 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,922 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Commercial Mortgage Originati_3
Commercial Mortgage Origination, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Mortgage Banking [Abstract] | ||||
Fair value of expected net future cash flows from servicing recognized at commitment, net | $ 27,386 | $ 33,644 | $ 88,357 | $ 88,175 |
Loan originations related fees and sales premiums, net | 21,455 | 26,386 | 57,719 | 60,508 |
Mortgage brokerage and debt placement | 41,792 | 43,309 | 138,407 | 105,689 |
Total | $ 90,633 | $ 103,339 | $ 284,483 | $ 254,372 |
Mortgage Servicing Rights, Ne_2
Mortgage Servicing Rights, Net - Summary of Changes in the Carrying Amount of Mortgage Servicing Rights (Details) - Mortgage Servicing Rights - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Mortgage Servicing Rights | ||||
Beginning Balance | $ 577,948 | $ 544,725 | $ 563,488 | $ 528,983 |
Additions | 26,752 | 28,246 | 98,378 | 98,820 |
Amortization | (29,793) | (28,760) | (86,959) | (83,592) |
Ending Balance | 574,907 | 544,211 | 574,907 | 544,211 |
Valuation Allowance | ||||
Beginning Balance | (9,268) | (18,319) | (13,186) | (34,254) |
Decrease (increase) | 321 | 8,031 | 4,239 | 23,966 |
Ending Balance | (8,947) | (10,288) | (8,947) | (10,288) |
Net Balance | $ 565,960 | $ 533,923 | $ 565,960 | $ 533,923 |
Mortgage Servicing Rights, Ne_3
Mortgage Servicing Rights, Net - Schedule of Servicing Fees and Escrow Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Transfers and Servicing [Abstract] | ||||
Servicing fees | $ 37,333 | $ 35,444 | $ 110,367 | $ 102,534 |
Escrow interest and placement fees | 6,870 | 1,117 | 10,276 | 3,168 |
Ancillary fees | 6,830 | 3,533 | 19,986 | 7,352 |
Total servicing fees and escrow interest | $ 51,033 | $ 40,094 | $ 140,629 | $ 113,054 |
Mortgage Servicing Rights, Ne_4
Mortgage Servicing Rights, Net - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Mortgage Servicing Rights | ||
Primary servicing portfolio | $ 69,100 | $ 68,400 |
Special servicing portfolio | 1,800 | 2,000 |
Discount Rate One | ||
Mortgage Servicing Rights | ||
Decrease in fair value of servicing rights | 18.2 | 18 |
Discount Rate Two | ||
Mortgage Servicing Rights | ||
Decrease in fair value of servicing rights | $ 35.6 | $ 35.1 |
Minimum | ||
Mortgage Servicing Rights | ||
Discount rates used in measuring fair value | 6.10% | 6.10% |
Minimum | Discount Rate One | ||
Mortgage Servicing Rights | ||
Increase in discount rate | 1% | 1% |
Maximum | ||
Mortgage Servicing Rights | ||
Discount rates used in measuring fair value | 13.50% | 13.50% |
Maximum | Discount Rate Two | ||
Mortgage Servicing Rights | ||
Increase in discount rate | 2% | 2% |
Mortgage Servicing Rights | ||
Mortgage Servicing Rights | ||
Estimated fair value of MSRs | $ 655.3 | $ 608 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Beginning balance | $ 657,131 | $ 560,332 |
Acquisitions | 50,756 | 97,168 |
Measurement period and currency translation adjustments | (9,205) | (369) |
Ending balance | $ 698,682 | $ 657,131 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill impairment loss | $ 0 | ||||
Intangible amortization expense | $ 3,500,000 | $ 2,400,000 | $ 10,900,000 | $ 6,500,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, accumulated amortization | $ (43,739) | $ (33,259) |
Weighted- Average Remaining Life (Years) | 6 years 2 months 12 days | 7 years 1 month 6 days |
Gross amount | $ 127,067 | $ 109,458 |
Net carrying amount | 83,328 | 76,199 |
Trademark and trade names | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | 12,578 | 12,765 |
Definite life, accumulated amortization | (7,521) | (6,021) |
Definite life, net carrying amount | $ 5,057 | $ 6,744 |
Weighted- Average Remaining Life (Years) | 2 years 9 months 18 days | 3 years 8 months 12 days |
Non-contractual customers | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 30,131 | $ 30,131 |
Definite life, accumulated amortization | (14,460) | (12,815) |
Definite life, net carrying amount | $ 15,671 | $ 17,316 |
Weighted- Average Remaining Life (Years) | 8 years 9 months 18 days | 9 years 4 months 24 days |
License agreements (GSE) | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 4,981 | $ 4,981 |
Definite life, accumulated amortization | (4,981) | (4,981) |
Definite life, net carrying amount | $ 0 | $ 0 |
Weighted- Average Remaining Life (Years) | 0 years | 0 years |
Non-compete agreements | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 9,402 | $ 6,558 |
Definite life, accumulated amortization | (4,794) | (3,898) |
Definite life, net carrying amount | $ 4,608 | $ 2,660 |
Weighted- Average Remaining Life (Years) | 3 years 3 months 18 days | 3 years 6 months |
Contractual customers | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 46,628 | $ 33,731 |
Definite life, accumulated amortization | (8,621) | (3,822) |
Definite life, net carrying amount | $ 38,007 | $ 29,909 |
Weighted- Average Remaining Life (Years) | 6 years 2 months 12 days | 7 years |
Other | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 6,607 | $ 4,552 |
Definite life, accumulated amortization | (3,362) | (1,722) |
Definite life, net carrying amount | $ 3,245 | $ 2,830 |
Weighted- Average Remaining Life (Years) | 12 years | 5 years 3 months 18 days |
Trademark and trade names | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Indefinite life, intangible assets | $ 11,350 | $ 11,350 |
License agreements (GSE) | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Indefinite life, intangible assets | $ 5,390 | $ 5,390 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Schedule of Estimated Future Amortization of Definite Life Intangible Assets (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2022 | $ 3,339 |
2023 | 13,799 |
2024 | 13,142 |
2025 | 11,441 |
2026 | 8,176 |
Thereafter | 16,691 |
Total | $ 66,588 |
Fixed Assets, Net - Components
Fixed Assets, Net - Components of Fixed Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Fixed assets, gross | $ 272,924 | $ 244,937 |
Accumulated depreciation and amortization | (124,380) | (109,181) |
Fixed assets, net | 148,544 | 135,756 |
Leasehold improvements, furniture and fixtures, and other fixed assets | ||
Property, Plant and Equipment | ||
Fixed assets, gross | 199,557 | 184,704 |
Software, including software development costs | ||
Property, Plant and Equipment | ||
Fixed assets, gross | 43,687 | 32,851 |
Computer and communications equipment | ||
Property, Plant and Equipment | ||
Fixed assets, gross | $ 29,680 | $ 27,382 |
Fixed Assets, Net - Narrative (
Fixed Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment | ||||
Depreciation expense | $ 12,200,000 | $ 6,400,000 | $ 27,300,000 | $ 16,500,000 |
Impairment charges | 2,700,000 | 0 | 3,500,000 | 0 |
Software, including software development costs | ||||
Property, Plant and Equipment | ||||
Software development costs capitalized | 7,100,000 | 0 | 9,100,000 | 800,000 |
Amortization of software development costs | $ 800,000 | $ 300,000 | $ 1,500,000 | $ 1,000,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Lessee, Lease, Description | |||||
Operating lease costs | $ 31,900 | $ 27,200 | $ 88,600 | $ 60,700 | |
Operating lease payments | 81,400 | 58,700 | |||
Short-term lease expense | 200 | 500 | 900 | 1,200 | |
Sublease income | 200 | 100 | 700 | 600 | |
Operating lease, Impairment | $ 2,600 | $ 2,600 | |||
Weighted average discount rate | 4.43% | 4.43% | 3.95% | ||
Weighted average lease term | 7 years 4 months 24 days | 7 years 4 months 24 days | 7 years 4 months 24 days | ||
Right-of-use assets | $ 612,693 | $ 612,693 | $ 606,634 | ||
Right-of-use liabilities | $ 86,953 | $ 86,953 | $ 81,958 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable, accrued expenses and other liabilities (see Note 29) | Accounts payable, accrued expenses and other liabilities (see Note 29) | Accounts payable, accrued expenses and other liabilities (see Note 29) | ||
Right-of-use liabilities, non-current | $ 597,107 | $ 597,107 | $ 586,069 | ||
Rent expense, under 842 | 35,900 | $ 29,700 | 107,900 | $ 62,900 | |
Revenue, remaining performance obligation, amount | $ 173,864 | $ 173,864 | |||
Minimum | |||||
Lessee, Lease, Description | |||||
Remaining lease terms | 1 year | 1 year | |||
Options to extend leases | 5 years | 5 years | |||
Maximum | |||||
Lessee, Lease, Description | |||||
Remaining lease terms | 16 years | 16 years | |||
Options to extend leases | 10 years | 10 years |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due | ||
2022 | $ 30,538 | $ 113,822 |
2023 | 120,052 | 112,840 |
2024 | 116,347 | 106,038 |
2025 | 112,132 | 101,211 |
2026 | 108,730 | 96,493 |
Thereafter | 353,409 | 274,764 |
Total lease payments | 841,208 | 805,168 |
Less: Interest | 157,148 | 137,141 |
Present value of lease liability | $ 684,060 | $ 668,027 |
Other Current Assets and Othe_3
Other Current Assets and Other Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Assets [Abstract] | ||
Derivative assets | $ 72,601 | $ 8,501 |
Equity method investment | 88,438 | 0 |
Prepaid expenses | 37,909 | 36,422 |
Other taxes | 14,820 | 17,383 |
Rent and other deposits | 18,417 | 20,471 |
Other | 3,399 | 560 |
Total other current assets | $ 235,584 | $ 83,337 |
Other Current Assets and Othe_4
Other Current Assets and Other Assets - Summary of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Assets [Abstract] | ||
Deferred tax assets | $ 70,285 | $ 70,191 |
Equity method investment | 0 | 88,308 |
Non-marketable investments | 7,512 | 20,017 |
Other | 27,950 | 33,965 |
Total | $ 105,747 | $ 212,481 |
Repurchase Agreements and Sec_2
Repurchase Agreements and Securities Loaned (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument | ||
Repurchase agreements and securities loaned | $ 0 | $ 140,007 |
Cantor | ||
Debt Instrument | ||
Repurchase agreements and securities loaned | 140,000 | |
Securities loaned, fair value | $ 182,000 | |
Stated interest rate | 0.95% | 0.95% |
Warehouse Facilities Collater_3
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Oct. 07, 2022 | Dec. 31, 2021 | |
Securities Financing Transaction | |||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | $ 1,016,352,000 | $ 1,050,693,000 | |
Outstanding draws | 1,016,352,000 | 1,050,693,000 | |
Committed Lines | |||
Securities Financing Transaction | |||
Lines available | 1,350,000,000 | ||
Uncommitted Lines | |||
Securities Financing Transaction | |||
Lines available | 800,000,000 | ||
Warehouse facility due June 14, 2023 Number 1 | |||
Securities Financing Transaction | |||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 189,620,000 | 243,659,000 | |
Outstanding draws | $ 189,620,000 | 243,659,000 | |
Warehouse facility due June 14, 2023 Number 1 | LIBOR | |||
Securities Financing Transaction | |||
Basis spread on variable rate | 1.35% | ||
Warehouse facility due June 14, 2023 Number 1 | Committed Lines | |||
Securities Financing Transaction | |||
Lines available | $ 450,000,000 | ||
Warehouse facility due June 14, 2023 Number 2 | |||
Securities Financing Transaction | |||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 135,601,000 | ||
Outstanding draws | 135,601,000 | ||
Warehouse facility due June 14, 2023 Number 2 | LIBOR | |||
Securities Financing Transaction | |||
Basis spread on variable rate | 1.35% | ||
Warehouse facility due June 14, 2023 Number 2 | Uncommitted Lines | |||
Securities Financing Transaction | |||
Lines available | $ 300,000,000 | ||
Warehouse facility due September 25, 2023 Number 1 | |||
Securities Financing Transaction | |||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 109,223,000 | ||
Outstanding draws | $ 109,223,000 | ||
Warehouse facility due September 25, 2023 Number 1 | LIBOR | |||
Securities Financing Transaction | |||
Basis spread on variable rate | 1.30% | ||
Warehouse facility due September 25, 2023 Number 1 | Committed Lines | |||
Securities Financing Transaction | |||
Lines available | $ 300,000,000 | ||
Warehouse facility due September 25, 2023 Number 2 | |||
Securities Financing Transaction | |||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 193,091,000 | ||
Outstanding draws | 193,091,000 | ||
Warehouse facility due September 25, 2023 Number 2 | LIBOR | |||
Securities Financing Transaction | |||
Basis spread on variable rate | 1.30% | ||
Warehouse facility due September 25, 2023 Number 2 | Uncommitted Lines | |||
Securities Financing Transaction | |||
Lines available | $ 100,000,000 | ||
Warehouse facility due October 7, 2022 | |||
Securities Financing Transaction | |||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 577,600,000 | 384,571,000 | |
Outstanding draws | $ 577,600,000 | 384,571,000 | |
Warehouse facility due October 7, 2022 | LIBOR | |||
Securities Financing Transaction | |||
Basis spread on variable rate | 1.30% | ||
Warehouse facility due October 7, 2022 | Committed Lines | |||
Securities Financing Transaction | |||
Lines available | $ 600,000,000 | ||
Warehouse facility due October 7, 2022 | Committed Lines | Subsequent Event | |||
Securities Financing Transaction | |||
Lines available | $ 700,000,000 | ||
Lines available, increase in borrowing capacity | $ 100,000,000 | ||
Warehouse facility due October 7, 2022 | Committed Lines | SOFR | |||
Securities Financing Transaction | |||
Basis spread on variable rate | 1.90% | ||
Warehouse facility due October 7, 2022 | Sublimit Lines | |||
Securities Financing Transaction | |||
Lines available | $ 125,000,000 | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 0 | ||
Outstanding draws | 0 | ||
Fannie Mae repurchase agreement, open maturity | |||
Securities Financing Transaction | |||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 139,909,000 | 93,771,000 | |
Outstanding draws | $ 139,909,000 | $ 93,771,000 | |
Fannie Mae repurchase agreement, open maturity | LIBOR | |||
Securities Financing Transaction | |||
Basis spread on variable rate | 1.15% | ||
Fannie Mae repurchase agreement, open maturity | Uncommitted Lines | |||
Securities Financing Transaction | |||
Lines available | $ 400,000,000 | ||
Warehouse facility due October 6, 2023 | Committed Lines | |||
Securities Financing Transaction | |||
Lines available | $ 800,000,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 16, 2020 | Mar. 28, 2019 | Nov. 06, 2018 |
Debt Instrument | ||||||
Long-term debt | $ 547,141 | $ 545,239 | ||||
6.125% Senior Notes | ||||||
Debt Instrument | ||||||
Stated interest rate | 6.125% | |||||
Senior Notes | 6.125% Senior Notes | ||||||
Debt Instrument | ||||||
Long-term debt | $ 547,141 | 545,239 | ||||
Stated interest rate | 6.125% | 6.125% | 6.125% | |||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument | ||||||
Long-term debt | $ 0 | $ 0 | ||||
Stated interest rate | 1.84% |
Long-Term Debt - Senior Notes N
Long-Term Debt - Senior Notes Narrative (Details) - 6.125% Senior Notes - USD ($) | Sep. 30, 2022 | Jun. 16, 2020 | Mar. 28, 2019 | Nov. 06, 2018 | Nov. 01, 2018 |
Debt Instrument | |||||
Stated interest rate | 6.125% | ||||
Senior Notes | |||||
Debt Instrument | |||||
Stated interest rate | 6.125% | 6.125% | 6.125% | ||
Debt instrument face amount | $ 550,000,000 | ||||
Debt price level | 98.94% | ||||
Debt instrument yield | 6.375% |
Long-Term Debt - Senior Notes C
Long-Term Debt - Senior Notes Carrying Amount (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Details for the Senior Notes | ||
Total | $ 547,141 | $ 545,239 |
Senior Notes | 6.125% Senior Notes | ||
Details for the Senior Notes | ||
Principal balance | 550,000 | 550,000 |
Less: debt issue cost | 1,441 | 2,404 |
Less: debt discount | 1,418 | 2,357 |
Total | $ 547,141 | $ 545,239 |
Long-Term Debt - Senior Notes_2
Long-Term Debt - Senior Notes Net Interest Expense (Details) - Senior Notes - 6.125% Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest Expense and Amortization of Debt Issue Costs | ||||
Interest expense | $ 8,740 | $ 8,720 | $ 26,204 | $ 26,146 |
Debt issue cost amortization | 321 | 321 | 963 | 963 |
Debt discount amortization | 318 | 298 | 938 | 881 |
Total | $ 9,379 | $ 9,339 | $ 28,105 | $ 27,990 |
Long-Term Debt - Debt Repurchas
Long-Term Debt - Debt Repurchase Program Narrative (Details) - USD ($) | Sep. 30, 2022 | Jun. 16, 2020 | Mar. 28, 2019 | Nov. 06, 2018 |
Equity, Class of Treasury Stock | ||||
Remaining from debt repurchase authorization | $ 50,000,000 | |||
6.125% Senior Notes | ||||
Equity, Class of Treasury Stock | ||||
Stated interest rate | 6.125% | |||
6.125% Senior Notes | Senior Notes | ||||
Equity, Class of Treasury Stock | ||||
Authorized amount | $ 50,000,000 | |||
Stated interest rate | 6.125% | 6.125% | 6.125% |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facility Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Mar. 10, 2022 | Mar. 16, 2020 | Feb. 26, 2020 | Nov. 28, 2018 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Line of Credit Facility | |||||||
Repayments of lines of credit | $ 5,837,842,000 | $ 5,873,958,000 | |||||
Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Maximum revolving credit | $ 600,000,000 | $ 465,000,000 | $ 425,000,000 | $ 250,000,000 | |||
Long-term debt term | 3 years | ||||||
Repayments of lines of credit | $ 140,000,000 | ||||||
Stated interest rate | 1.84% | ||||||
Long-term line of credit | $ 0 | ||||||
LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.75% | 1.75% | |||||
SOFR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.50% | ||||||
Interest Rate Option Two | Federal Funds Rate | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 0.50% | ||||||
Interest Rate Option Two | One-month LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1% | ||||||
Interest Rate Option Two | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 2% | ||||||
Interest Rate Option One | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1% | ||||||
Minimum | Interest Rate Option Two | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.25% | ||||||
Minimum | Interest Rate Option One | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 0.25% | ||||||
Maximum | Interest Rate Option Two | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 2.25% | ||||||
Maximum | Interest Rate Option One | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.25% | ||||||
Weighted Average | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Interest rate in the period | 0.42% |
Long-Term Debt - Credit Facil_2
Long-Term Debt - Credit Facility Net Interest Expense (Details) - Revolving Credit Facility - Line of Credit - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest Expense and Amortization of Debt Issue Costs | ||||
Interest expense | $ 0 | $ 150 | $ 0 | $ 1,341 |
Debt issue cost amortization | 0 | 275 | 0 | 826 |
Unused facility fee | 328 | 276 | 962 | 695 |
Total | $ 328 | $ 701 | $ 962 | $ 2,862 |
Financial Guarantee Liability -
Financial Guarantee Liability - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) loan | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) loan | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) loan | |
Guarantor Obligations | |||||
Outstanding loan balances | $ 27,200,000 | $ 27,200,000 | $ 25,800,000 | ||
Maximum loss potential | 8,200,000 | 8,200,000 | 7,800,000 | ||
Provision (reversal) for expected credit losses | 700 | $ 1,100 | 588 | $ (5,200) | (3,592) |
Foreclosure | |||||
Guarantor Obligations | |||||
Outstanding loan balances | 22,800 | 22,800 | |||
Maximum loss potential | $ 7,600 | $ 7,600 | |||
Number of loans | loan | 1 | 1 | |||
Liquidation value of loans outstanding | $ 20,000 | $ 20,000 | |||
Potential loss on liquidation of loan | 1,500 | ||||
Delinquent | |||||
Guarantor Obligations | |||||
Outstanding loan balances | 7,300 | 7,300 | 33,600 | ||
Maximum loss potential | $ 2,400 | $ 2,400 | $ 11,200 | ||
Number of loans | loan | 1 | 1 | 2 | ||
Liquidation value of loans outstanding | $ 4,200 | $ 4,200 | $ 28,400 | ||
Potential loss on liquidation of loan | $ 1,100 | $ 2,300 | |||
Fannie Mae DUS or Freddie TAH Loans | Maximum | |||||
Guarantor Obligations | |||||
Percentage of contingent liability of actual losses incurred on outstanding loans | 33% |
Financial Guarantee Liability_2
Financial Guarantee Liability - Summary of Changes on Estimated Liability Under Guarantee Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Guaranty LIability: | |||||
Beginning balance | $ 25,989 | $ 29,581 | $ 29,581 | ||
Provision (reversal) for expected credit losses | $ 700 | $ 1,100 | 588 | $ (5,200) | (3,592) |
Ending balance | $ 26,577 | $ 26,577 | $ 25,989 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - Fannie Mae DUS and Freddie Mac TAH Loans - Liabilities - Credit Concentration Risk - USD ($) $ in Billions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Concentration Risk | ||
Maximum DB Cayman credit protection | $ 8.2 | $ 7.8 |
California | ||
Concentration Risk | ||
Concentration risk percentage | 20% | 20% |
Texas | ||
Concentration Risk | ||
Concentration risk percentage | 11% | 13% |
Escrow and Custodial Funds (Det
Escrow and Custodial Funds (Details) - USD ($) $ in Billions | Sep. 30, 2022 | Dec. 31, 2021 |
Deposit Assets Disclosure [Abstract] | ||
Escrow funds amount | $ 1.2 | $ 2.3 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Fair Value Hierarchy of Financial Assets and Liabilities under U.S. GAAP Guidance (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities | $ 1,031 | $ 524,569 |
Loans held for sale, at fair value | 980,859 | 1,072,479 |
Debt securities | 0 | |
Total assets | 1,054,491 | 1,605,549 |
Liabilities: | ||
Contingent consideration | 12,253 | 12,338 |
Total Liabilities | 27,503 | 17,354 |
Rate lock commitments | ||
Assets: | ||
Derivative asset | 5,076 | 3,957 |
Liabilities: | ||
Derivative liability | 15,250 | 2,836 |
Forward sale contracts | ||
Assets: | ||
Derivative asset | 67,525 | 4,544 |
Liabilities: | ||
Derivative liability | 2,180 | |
Level 1 | ||
Assets: | ||
Marketable securities | 1,031 | 524,569 |
Loans held for sale, at fair value | 0 | 0 |
Debt securities | 0 | |
Total assets | 1,031 | 524,569 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 1 | Rate lock commitments | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | 0 |
Level 1 | Forward sale contracts | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | |
Level 2 | ||
Assets: | ||
Marketable securities | 0 | 0 |
Loans held for sale, at fair value | 980,859 | 1,072,479 |
Debt securities | 0 | |
Total assets | 980,859 | 1,072,479 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 2 | Rate lock commitments | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | 0 |
Level 2 | Forward sale contracts | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | |
Level 3 | ||
Assets: | ||
Marketable securities | 0 | 0 |
Loans held for sale, at fair value | 0 | 0 |
Debt securities | 0 | |
Total assets | 72,601 | 8,501 |
Liabilities: | ||
Contingent consideration | 12,253 | 12,338 |
Total Liabilities | 27,503 | 17,354 |
Level 3 | Rate lock commitments | ||
Assets: | ||
Derivative asset | 5,076 | 3,957 |
Liabilities: | ||
Derivative liability | 15,250 | 2,836 |
Level 3 | Forward sale contracts | ||
Assets: | ||
Derivative asset | $ 67,525 | 4,544 |
Liabilities: | ||
Derivative liability | $ 2,180 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | $ 8,501 | $ 41,488 |
Total realized and unrealized gains (losses) included in Net income | 72,601 | (4,321) |
Additions | 0 | 0 |
Settlements | (8,501) | (28,666) |
Closing Balance | 72,601 | 8,501 |
Unrealized gains (losses) outstanding | 72,601 | 8,501 |
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 17,354 | 49,429 |
Total realized and unrealized gains (losses) included in Net income | 16,028 | 3,665 |
Additions | 7,322 | 0 |
Settlements | (13,201) | (35,740) |
Closing Balance | 27,503 | 17,354 |
Unrealized gains (losses) outstanding | 16,028 | 17,354 |
Rate lock commitments | ||
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | 3,957 | 21,034 |
Total realized and unrealized gains (losses) included in Net income | 5,076 | 3,957 |
Additions | 0 | 0 |
Settlements | (3,957) | (21,034) |
Closing Balance | 5,076 | 3,957 |
Unrealized gains (losses) outstanding | 5,076 | 3,957 |
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 2,836 | 2,977 |
Total realized and unrealized gains (losses) included in Net income | 15,250 | 2,836 |
Additions | 0 | 0 |
Settlements | (2,836) | (2,977) |
Closing Balance | 15,250 | 2,836 |
Unrealized gains (losses) outstanding | 15,250 | 2,836 |
Forward sale contracts | ||
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | 4,544 | 7,632 |
Total realized and unrealized gains (losses) included in Net income | 67,525 | 4,544 |
Additions | 0 | 0 |
Settlements | (4,544) | (7,632) |
Closing Balance | 67,525 | 4,544 |
Unrealized gains (losses) outstanding | 67,525 | 4,544 |
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 2,180 | 14,971 |
Total realized and unrealized gains (losses) included in Net income | 0 | 2,180 |
Additions | 0 | 0 |
Settlements | (2,180) | (14,971) |
Closing Balance | 0 | 2,180 |
Unrealized gains (losses) outstanding | 0 | 2,180 |
Nasdaq Forwards | ||
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | 0 | 12,822 |
Total realized and unrealized gains (losses) included in Net income | (12,822) | |
Additions | 0 | |
Settlements | 0 | |
Closing Balance | 0 | |
Unrealized gains (losses) outstanding | 0 | |
Contingent consideration | ||
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 12,338 | 31,481 |
Total realized and unrealized gains (losses) included in Net income | 778 | (1,351) |
Additions | 7,322 | 0 |
Settlements | (8,185) | (17,792) |
Closing Balance | 12,253 | 12,338 |
Unrealized gains (losses) outstanding | $ 778 | $ 12,338 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Quantitative Information about Level 3 Fair Value Measurements (Details) $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets | $ 72,601 | $ 8,500 |
Liabilities | 15,250 | 5,016 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration | $ 12,253 | $ 12,338 |
Level 3 | Minimum | Discount rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.040 | 0.040 |
Level 3 | Minimum | Probability of meeting earnout and contingencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.750 | 0.750 |
Level 3 | Maximum | Discount rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.118 | 0.102 |
Level 3 | Maximum | Probability of meeting earnout and contingencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.990 | 0.990 |
Level 3 | Weighted Average | Discount rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.072 | 0.081 |
Level 3 | Weighted Average | Probability of meeting earnout and contingencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.919 | 0.916 |
Level 3 | Forward Sale Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets | $ 67,525 | $ 4,544 |
Liabilities | 0 | 2,180 |
Level 3 | Rate lock commitments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets | 5,076 | 3,957 |
Liabilities | $ 15,250 | $ 2,836 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Debt securities | $ 7,500 | $ 20,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration | 12,253 | 12,338 |
Contingent consideration, at cost | 17,300 | 13,200 |
Level 3 | Present value of expected payments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration | $ 12,300 | $ 12,300 |
Related Party Transactions - Se
Related Party Transactions - Service Agreements and Loans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction | |||||
Fees to related parties | $ 7,301 | $ 5,664 | $ 20,878 | $ 17,696 | |
Loans, forgivable loans and other receivables from employees and partners, net | 492,962 | 492,962 | $ 453,345 | ||
Labor and related expense | 432,991 | 478,371 | 1,301,078 | 1,590,622 | |
Employee Loans | |||||
Related Party Transaction | |||||
Loans, forgivable loans and other receivables from employees and partners, net | 493,000 | 493,000 | $ 453,300 | ||
Labor and related expense | 21,400 | 17,200 | 61,000 | 54,000 | |
Cantor Fitzgerald Limited Partnership And B G C Partners Incorporation | |||||
Related Party Transaction | |||||
Fees to related parties | $ 7,300 | $ 5,700 | $ 20,900 | $ 17,700 |
Related Party Transactions - Ot
Related Party Transactions - Other Related Party Transactions (Details) - USD ($) | 1 Months Ended | |
Nov. 30, 2020 | Feb. 28, 2019 | |
Cantor Fitzgerald Limited Partnership And B G C Partners Incorporation | Government Sponsored Enterprise Loans | ||
Related Party Transaction | ||
Maximum amount per loan | $ 100,000,000 | |
Limit on loans that have not yet been acquired or sold | 250,000,000 | |
Limit on loans outstanding | $ 250,000,000 | |
Sale Of Products And Services | Affiliated Persons or Entities | View, Inc. | ||
Related Party Transaction | ||
Related party transaction, term of agreement | 5 years |
Related Party Transactions - Tr
Related Party Transactions - Transactions with CCRE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 16, 2019 | Jul. 22, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction | ||||||
Mortgage servicing right recognized | $ 21,455,000 | $ 26,386,000 | $ 57,719,000 | $ 60,508,000 | ||
Third Party Bank And Cantor Commercial Real Estate LP | ||||||
Related Party Transaction | ||||||
Amount of loan purchased by third-party (in percentage) | 80% | |||||
Amount of loan retained by third-party (in percentage) | 20% | |||||
Interest rate on loans receivable (in percentage) | 4.38% | |||||
Real Estate Loan | Third Party Bank And Cantor Commercial Real Estate LP | ||||||
Related Party Transaction | ||||||
Commercial real estate loan | $ 146,600,000 | |||||
CCRE | Loan Referral Agreement | ||||||
Related Party Transaction | ||||||
Revenue from loan referral agreement | 0 | 0 | 0 | 0 | ||
CCRE | Primary Servicing Rights | ||||||
Related Party Transaction | ||||||
MSR acquired | 0 | 0 | 0 | 0 | ||
Mortgage servicing right recognized | 800,000 | 900,000 | 2,700,000 | 2,700,000 | ||
Affiliated Persons or Entities | Revenue Share Agreeement | CCRE | ||||||
Related Party Transaction | ||||||
Revenue from loan referral agreement | $ 0 | $ 700,000 | $ 0 | $ 1,700,000 | ||
Barry M. Gosin | Third Party Bank And Cantor Commercial Real Estate LP | ||||||
Related Party Transaction | ||||||
Ownership interest of loans receivable (in percentage) | 19% |
Related Party Transactions - _2
Related Party Transactions - Transactions With Executive Officers and Directors (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 29, 2022 shares | Apr. 14, 2022 USD ($) $ / shares shares | Dec. 21, 2021 USD ($) $ / shares shares | Sep. 20, 2021 USD ($) shares | Jun. 28, 2021 USD ($) $ / shares shares | Apr. 27, 2021 USD ($) $ / shares shares | Mar. 16, 2021 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares shares | Aug. 31, 2022 $ / shares shares | Jul. 31, 2022 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 $ / shares shares | Mar. 31, 2022 $ / shares shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 13, 2017 | |
Related Party Transaction | ||||||||||||||||||
Fees to related parties | $ | $ 7,301,000 | $ 5,664,000 | $ 20,878,000 | $ 17,696,000 | ||||||||||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | $ | $ 0 | $ 863,000 | $ 4,025,000 | |||||||||||||||
Related party transaction, award payment term | 3 years | |||||||||||||||||
Limited partnership units exchange ratio | 0.4545 | 0.4545 | 0.4545 | |||||||||||||||
Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Treasury stock repurchases (in shares) | 4,436,461 | 3,337,037 | 2,390,179 | 10,163,677 | 11,370,647 | 1,682,871 | 6,307,802 | 23,217,195 | 10,800,143 | |||||||||
Shares repurchased price (in dollars per share) | $ / shares | $ 10.20 | $ 10.68 | $ 10.19 | $ 10.36 | $ 12.75 | $ 18.35 | $ 12.10 | |||||||||||
Limited partnership units exchange ratio | 1 | |||||||||||||||||
Michael J. Rispoli | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Value of LPU issued in exchange | $ | $ 100,000 | |||||||||||||||||
Michael J. Rispoli | Preferred Units | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 6,043 | |||||||||||||||||
Number of share issued for non exchangeable PPSU (in shares) | 4,907 | |||||||||||||||||
Payment of withholding tax rate for common stock issue | $ | $ 100,000 | |||||||||||||||||
Determination price (in dollars per share) | $ / shares | $ 15.57 | |||||||||||||||||
Michael J. Rispoli | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 60,750 | |||||||||||||||||
Michael J. Rispoli | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 52,309 | |||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 21,744 | |||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 11.09 | |||||||||||||||||
PSU conversion ratio | 0.9365 | |||||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||||
Cash payment to redeem | $ | $ 60,750 | |||||||||||||||||
Michael J. Rispoli | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 383 | |||||||||||||||||
Cash payment to redeem | $ | $ 134,573 | |||||||||||||||||
Number of exchangeable (in shares) | 36,985 | |||||||||||||||||
Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Related party transaction, amounts of transaction | $ | $ 15,697,309 | |||||||||||||||||
Preferred stock, tax rate used in transaction, percent | 53.13% | |||||||||||||||||
PSU conversion ratio | 0.9365 | |||||||||||||||||
Value of LPU issued in exchange | $ | $ 5,800,000 | |||||||||||||||||
Mr. Gosin | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 1,129,499 | |||||||||||||||||
Mr. Gosin | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 178,232 | |||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 446,711 | 1,439,658 | ||||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 16.47 | |||||||||||||||||
Related party transaction, shares issued, exchange ratio | 93.39% | |||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 11.09 | |||||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||||
Cash payment to redeem | $ | $ 834,508 | |||||||||||||||||
Mr. Gosin | Class A Common Stock | Newmark Units | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 82,680 | |||||||||||||||||
Mr. Gosin | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 12,500 | |||||||||||||||||
Cash payment to redeem | $ | $ 298,273 | |||||||||||||||||
Number of exchangeable (in shares) | 3,348,706 | |||||||||||||||||
Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Related party transaction, amounts of transaction | $ | $ 10,340,015 | |||||||||||||||||
Preferred stock, tax rate used in transaction, percent | 57.38% | |||||||||||||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | $ | $ 21,600,000 | |||||||||||||||||
Aggregate cash payments | $ | $ 50,000,000 | |||||||||||||||||
Cash payment to redeem | $ | $ 8,798,546 | |||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 2,909,819 | |||||||||||||||||
Howard W. Lutnick | Related Party Payment, Within Three Days Of Effective Date | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Aggregate cash payments | $ | 20,000,000 | |||||||||||||||||
Howard W. Lutnick | Related Party Payment, Within Thirty Days Following Vesting On First Three Anniversaries | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Aggregate cash payments | $ | $ 10,000,000 | |||||||||||||||||
Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem | $ | $ 7,983,000 | |||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 1,131,774 | |||||||||||||||||
Howard W. Lutnick | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 2,736,103 | |||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 267,572 | 263,025 | 5,154 | |||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 16.47 | |||||||||||||||||
Related party transaction, shares issued, exchange ratio | 93.39% | |||||||||||||||||
Shares repurchased price (in dollars per share) | $ / shares | $ 10.67 | |||||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||||
Cash payment to redeem | $ | $ 1,465,874 | |||||||||||||||||
Howard W. Lutnick | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 88,636 | |||||||||||||||||
Executive Officer | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 12.50 | |||||||||||||||||
Executive Officer | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | 5.86 | |||||||||||||||||
Executive Officer | Class A Common Stock | Nasdaq | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 177.11 | |||||||||||||||||
Mr. Merkel | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 30,926 | |||||||||||||||||
Number of share issued for non exchangeable PPSU (in shares) | 86,649 | |||||||||||||||||
Payment of withholding tax rate for common stock issue | $ | $ 800,000 | $ 300,000 | ||||||||||||||||
Shares repurchased price (in dollars per share) | $ / shares | $ 10.67 | |||||||||||||||||
Mr. Merkel | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 28,962 | |||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 11.09 | |||||||||||||||||
Treasury stock repurchases (in shares) | 68,727 | |||||||||||||||||
Stephen M. Merkel | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 48,072 | |||||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||||
Restricted Stock Units | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 297,266 | 254,735 | 1,686,307 | 1,498,343 | ||||||||||||||
Restricted Stock Units | Michael J. Rispoli | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of conversion rights granted (in shares) | 500,000 | |||||||||||||||||
Restricted Stock Units | Michael J. Rispoli | Tranche One | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of conversion rights granted (in shares) | 100,000 | |||||||||||||||||
Award vesting period | 7 years | |||||||||||||||||
Restricted Stock Units | Michael J. Rispoli | Tranche Two | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of conversion rights granted (in shares) | 250,000 | |||||||||||||||||
Restricted Stock Units | Michael J. Rispoli | Tranche Three | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of conversion rights granted (in shares) | 50,000 | |||||||||||||||||
Award vesting period | 7 years | |||||||||||||||||
PSU | Michael J. Rispoli | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 20,221 | |||||||||||||||||
Number of exchangeable (in shares) | 23,124 | |||||||||||||||||
PSU | Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 526,828 | |||||||||||||||||
Number of exchangeable (in shares) | 1,438,597.37 | |||||||||||||||||
PSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 3,147,085 | |||||||||||||||||
PSU | Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 279,725 | |||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 4,423,457 | |||||||||||||||||
PSU | Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 520,380 | |||||||||||||||||
PSU | Howard W. Lutnick | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 520,380 | |||||||||||||||||
PSU | Mr. Merkel | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 73,387 | |||||||||||||||||
PSU | Stephen M. Merkel | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 51,124.28 | |||||||||||||||||
Non Exchangeable PPSU | Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Stock redeemed or called during period (in shares) | 838,996 | |||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 8,339,980 | |||||||||||||||||
Fees to related parties | $ | $ 7,357,329 | |||||||||||||||||
Non Exchangeable PPSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable PSU redeemed (in shares) | 2,114,546 | |||||||||||||||||
Non Exchangeable PPSU | Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Stock redeemed or called during period (in shares) | 188,883 | |||||||||||||||||
Stock redeemed or called during period, value | $ | $ 1,954,728 | |||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 1,770,016 | |||||||||||||||||
Non Exchangeable PPSU | Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem | $ | $ 1,525,705 | |||||||||||||||||
Non Exchangeable PPSU | Mr. Merkel | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 19,426 | |||||||||||||||||
Payment of withholding tax rate for common stock issue | $ | $ 200,000 | |||||||||||||||||
Non Exchangeable PPSU | Stephen M. Merkel | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 300,000 | |||||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 46,349.87 | |||||||||||||||||
Non Exchangeable PSU | Michael J. Rispoli | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 6,000 | |||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 5,846.07 | |||||||||||||||||
Non Exchangeable PSU | Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Stock redeemed or called during period (in shares) | 478,328 | |||||||||||||||||
Stock redeemed or called during period, value | $ | $ 0 | |||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 443,871.6 | |||||||||||||||||
Non Exchangeable PSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 1,592,016 | |||||||||||||||||
Non Exchangeable PSU | Mr. Gosin | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 2,114,456 | |||||||||||||||||
Payment for exchangeable PSUs redeemed | $ | $ 0 | |||||||||||||||||
Non Exchangeable PSU | Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 193,530 | |||||||||||||||||
Stock redeemed or called during period (in shares) | 286,511 | |||||||||||||||||
Stock redeemed or called during period, value | $ | $ 0 | |||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 552,482.62 | |||||||||||||||||
Non Exchangeable PSU | Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 88,636 | |||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 1,131,774 | |||||||||||||||||
Non Exchangeable PSU | Mr. Merkel | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of share issued for non exchangeable PPSU (in shares) | 145,384 | |||||||||||||||||
Exchangeable PPSU | Michael J. Rispoli | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem | $ | $ 208,407 | |||||||||||||||||
Exchangeable PPSU | Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Stock redeemed or called during period (in shares) | 193,530 | |||||||||||||||||
Stock redeemed or called during period, value | $ | $ 1,465,873 | |||||||||||||||||
Non Exchangeable NPPSU | Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | 1,284,376 | |||||||||||||||||
Fees to related parties | $ | $ 4,406,915 | |||||||||||||||||
Number of non exchangeable NPPSU redeemed (in shares) | 127,799 | |||||||||||||||||
Number of non exchangeable NPPSU monetized (in shares) | 122,201 | |||||||||||||||||
Payment to redeem non exchangeable monetized shares, net | $ | $ 1,228,124 | |||||||||||||||||
Non Exchangeable A P S U | Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 30,871 | |||||||||||||||||
Non Exchangeable HDU | Michael J. Rispoli | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable HUD (in shares) | 5,846 | |||||||||||||||||
Non Exchangeable HDU | Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of non exchangeable HUD (in shares) | 443,871.6 | |||||||||||||||||
Payment to convert non exchangeable shares, net | $ | $ 5,362,452 | |||||||||||||||||
Non Exchangeable HDU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 3.89 | |||||||||||||||||
Number of non exchangeable HUD (in shares) | 1,592,016 | |||||||||||||||||
Non Exchangeable HDU | Mr. Gosin | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable HDUs redeemed (in shares) | 905,371 | |||||||||||||||||
Payment for exchangeable HDUs redeemed | $ | $ 3,521,893 | |||||||||||||||||
Non Exchangeable HDU | Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 7,983,000 | |||||||||||||||||
Number of non exchangeable HUD (in shares) | 552,482.62 | |||||||||||||||||
Non Exchangeable H U D, Capital Account | $ | $ 7,017,000 | |||||||||||||||||
Non Exchangeable HDU | Howard W. Lutnick | Class A Common Stock | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 29,059 | |||||||||||||||||
Restricted Stock | Michael J. Rispoli | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||||
Restricted Stock | Michael J. Rispoli | Class A Common Stock | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 5,642 | |||||||||||||||||
Restricted Stock | Howard W. Lutnick | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||||
Holdings Unit | Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 1,531,061.84 | |||||||||||||||||
Holdings Unit | Mr. Gosin | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 3,348,706 | |||||||||||||||||
Exchangeable APSU | Mr. Gosin | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 92,464.47 | |||||||||||||||||
Exchangeable APSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 201,621 | |||||||||||||||||
Holdings PSU | Michael J. Rispoli | BGC Partners Inc | ||||||||||||||||||
Related Party Transaction | ||||||||||||||||||
Number of exchangeable (in shares) | 36,985 |
Related Party Transactions - CF
Related Party Transactions - CF Real Estate Finance Holdings, LP (Details) - CF Real Estate Finance Holdings, L.P. - USD ($) $ in Millions | Jul. 20, 2022 | Sep. 08, 2017 |
Related Party Transaction | ||
Equity method investment | $ 100 | |
Cantor | ||
Related Party Transaction | ||
Due from related parties | $ 88.4 |
Related Party Transactions - _3
Related Party Transactions - CF&Co (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Sep. 26, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 28, 2019 | |
6.125% Senior Notes | ||||
Related Party Transaction | ||||
Stated interest rate | 6.125% | |||
Cantor | ||||
Related Party Transaction | ||||
Fees for services | $ 4 | |||
Stated interest rate | 0.95% | 0.95% |
Related Party Transactions - _4
Related Party Transactions - Other Related Party Transactions and Cantor Rights to Purchase Cantor Units from Newmark Holdings (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Oct. 25, 2022 USD ($) shares | May 17, 2022 USD ($) shares | Oct. 28, 2021 USD ($) shares | Jun. 28, 2021 USD ($) | Mar. 31, 2021 USD ($) shares | Nov. 30, 2018 USD ($) | Jan. 31, 2022 USD ($) ft² | May 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Oct. 31, 2022 shares | Dec. 31, 2021 USD ($) | Jul. 02, 2021 shares | Nov. 30, 2020 shares | May 15, 2020 ft² | Dec. 02, 2019 shares | Nov. 06, 2018 | Dec. 13, 2017 | |
Related Party Transaction | ||||||||||||||||||||
Accounts receivable, related parties | $ 0 | $ 0 | $ 8,262,000 | |||||||||||||||||
Payables to related parties | $ 11,973,000 | 11,973,000 | $ 10,762,000 | |||||||||||||||||
Operating lease payments | $ 81,400,000 | $ 58,700,000 | ||||||||||||||||||
Limited partnership units exchange ratio | 0.4545 | 0.4545 | ||||||||||||||||||
Proceeds from sales of partnership interest | $ 0 | 4,025,000 | ||||||||||||||||||
Shares owned (in shares) | shares | 5,278,011 | 250,742 | 93,562 | |||||||||||||||||
Maximum | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Remaining lease terms | 16 years | 16 years | ||||||||||||||||||
Knotel, Inc. | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Due from related party, percentage from sale | 10% | |||||||||||||||||||
Common Stock | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Limited partnership units exchange ratio | 1 | |||||||||||||||||||
Class A Common Stock | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Limited partnership units exchange ratio | 1 | |||||||||||||||||||
Class A Common Stock | NEWMARK Group Inc Parent | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Limited partnership units exchange ratio | 0.9365 | 0.9365 | ||||||||||||||||||
Cantor | Founding partner interest | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Stock issued (in shares) | shares | 184,714 | 299,910 | 273,088 | |||||||||||||||||
Proceeds from sales of partnership interest | $ 763,064 | $ 975,064 | $ 1,105,598 | |||||||||||||||||
Cantor | Founding partner interest | Subsequent Event | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Stock issued (in shares) | shares | 104,701 | |||||||||||||||||||
Proceeds from sales of partnership interest | $ 446,647 | |||||||||||||||||||
Cantor | Founding partner interest | Newmark Holdings | Subsequent Event | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Shares owned (in shares) | shares | 0 | |||||||||||||||||||
Cantor | Limited partner interest | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Stock issued (in shares) | shares | 23,562 | 523,284 | 735,625 | |||||||||||||||||
Proceeds from sales of partnership interest | $ 100,079 | $ 1,898,363 | $ 2,918,919 | |||||||||||||||||
Cantor | Limited partner interest | Subsequent Event | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Stock issued (in shares) | shares | 102,454 | |||||||||||||||||||
Proceeds from sales of partnership interest | $ 272,100 | |||||||||||||||||||
Affiliated Persons or Entities | RKF Retail Holdings LLC | Sublease Agreeement | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Remaining lease terms | 6 months | 1 year | ||||||||||||||||||
Area of real estate property | ft² | 21,000 | 21,000 | ||||||||||||||||||
Affiliated Persons or Entities | Cantor | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Monthly payment on sublease | $ 81,600 | |||||||||||||||||||
Operating lease payments | $ 200,000 | $ 700,000 | ||||||||||||||||||
Affiliated Persons or Entities | BGC Holdings, L.P. | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Accounts receivable, related parties | $ 1,100,000 | |||||||||||||||||||
Monthly payment on sublease | $ 15,000 | |||||||||||||||||||
Operating lease payments | $ 100,000 | $ 500,000 | ||||||||||||||||||
Employee of chairman | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Annual base salary | $ 125,000 | |||||||||||||||||||
Employee of chairman | Maximum | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Annual discretionary bonus rate | 30% | |||||||||||||||||||
Employee | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Travel and housing reimbursement | $ 250,000 | |||||||||||||||||||
Cantor Credit Agreement | Cantor | ||||||||||||||||||||
Related Party Transaction | ||||||||||||||||||||
Maximum revolving credit | $ 250,000,000 | |||||||||||||||||||
Basis spread on variable rate | 1% |
Related Party Transactions - Sp
Related Party Transactions - Special Purpose Acquisition Company (Details) - SPAC | 1 Months Ended |
Apr. 30, 2021 USD ($) | |
Related Party Transaction | |
Percentage of voting interests acquired | 75% |
Shares issued as compensation | $ 18,800 |
Government Sponsored Enterprise Loans | |
Related Party Transaction | |
Debt instrument face amount | $ 300,000 |
Government Sponsored Enterprise Loans | Cantor | |
Related Party Transaction | |
Percentage of voting interests acquired | 25% |
Related Party Transactions - Ma
Related Party Transactions - Master Repurchase Agreement with Cantor (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 02, 2021 |
Cantor | |||
Related Party Transaction | |||
Stated interest rate | 0.95% | 0.95% | |
Affiliated Persons or Entities | |||
Related Party Transaction | |||
Percentage above fair market value of collateral provided (percent) | 130% | ||
Minimum maintenance margin of collateral provided (percent) | 120% | ||
Number of shares pledged (in shares) | 800,000 | ||
Outstanding amount under the borrowing facility | $ 0 | $ 140,000,000 | |
Affiliated Persons or Entities | CF Secured | Revolving Credit Facility | |||
Related Party Transaction | |||
Debt instrument yield | 1% |
Related Party Transactions - Re
Related Party Transactions - Referral Feed to Cantor (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction | |||||
Referral of portfolio sale | $ 7,301 | $ 5,664 | $ 20,878 | $ 17,696 | |
Affiliated Persons or Entities | CRCA | Referral Fees | |||||
Related Party Transaction | |||||
Referral of portfolio sale | $ 300 |
Income Taxes (Details)
Income Taxes (Details) | Sep. 30, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Income tax-related interest and penalties | $ 0 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Liabilities - Components of Current Portion of Accounts Payable, Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 201,793 | $ 223,158 |
Outside broker payable | 74,314 | 73,397 |
Payroll taxes payable | 85,193 | 80,249 |
Corporate taxes payable | 4,211 | 56,265 |
Derivative liability | 15,250 | 5,016 |
Right-of-use liabilities | 86,953 | 81,958 |
Contingent consideration | 2,273 | 8,703 |
Total | $ 469,987 | $ 528,746 |
Accounts Payable, Accrued Exp_4
Accounts Payable, Accrued Expenses and Other Liabilities - Components of Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued compensation | $ 100,016 | $ 96,839 | |
Payroll and other taxes payable | 70,330 | 70,677 | |
Financial guarantee liability | 26,577 | 25,989 | $ 29,581 |
Deferred rent | 11,162 | 9,872 | |
Contingent consideration | 9,980 | 3,635 | |
Total | $ 218,065 | $ 207,012 |
Compensation - Narrative (Detai
Compensation - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 shares | Dec. 13, 2017 shares | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares available for future awards (in shares) | 323,100,000 | 323,100,000 | ||
Limited partnership units exchange ratio | 0.4545 | 0.4545 | ||
Number of shares vested and converted (in shares) | 2,500,000 | 7,400,000 | ||
Unrecognized compensation expense related to unvested RSUs | $ | $ 94.8 | $ 94.8 | ||
Executives And Non Executives Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partners capital account units held by BGC (in shares) | 76,900,000 | 76,900,000 | ||
Non Distribution Earning Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 4 years | |||
Unit granted during period (in shares) | 1,300,000 | 3,000,000 | ||
Newmark Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units exchange ratio | 0.4545 | 0.4545 | ||
NEWMARK Group Inc Parent | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partners capital account units held by BGC (in shares) | 13,272,736 | 13,272,736 | 11,691,406 | |
Limited partnership units outstanding (in shares) | 29,310,035 | 29,310,035 | 18,419,613 | |
NEWMARK Group Inc Parent | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units outstanding (in shares) | 3,900,000 | 3,900,000 | 4,200,000 | |
Exchangeable partnership units (in shares) | 1,600,000 | 1,600,000 | 1,300,000 | |
BGC Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units outstanding (in shares) | 7,452,309 | 7,452,309 | 8,663,930 | |
BGC Holdings, L.P. | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units outstanding (in shares) | 5,800,000 | 5,800,000 | 6,800,000 | |
Exchangeable partnership units (in shares) | 3,100,000 | 3,100,000 | 3,100,000 | |
Minimum | NEWMARK Group Inc Parent | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 3 years | |||
Maximum | NEWMARK Group Inc Parent | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 7 years | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units exchange ratio | 1 | |||
Class A Common Stock | NEWMARK Group Inc Parent | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units exchange ratio | 0.9365 | 0.9365 | ||
Newmark Equity Plan | Class A Common Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares authorized to be delivered pursuant to awards granted (in shares) | 400,000,000 | |||
Shares registered to be delivered pursuant to awards granted (in shares) | 115,000,000 |
Compensation - Compensation Exp
Compensation - Compensation Expense Related to Limited Partnership Units and Restricted Stock Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Issuance of common stock and exchangeability expenses | $ 33,330 | $ 14,321 | $ 71,211 | $ 302,764 |
Equity-based compensation and allocations of net income to limited partnership units and FPUs | 102,974 | 315,742 | ||
Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Issuance of common stock and exchangeability expenses | 0 | 93 | (2,023) | (4,562) |
NEWMARK Group Inc Parent | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Equity-based compensation and allocations of net income to limited partnership units and FPUs | 44,088 | 33,963 | 102,974 | 315,743 |
NEWMARK Group Inc Parent | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units amortization | 5,702 | 4,059 | 15,764 | 11,505 |
NEWMARK Group Inc Parent | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Issuance of common stock and exchangeability expenses | 33,330 | 14,414 | 69,188 | 298,202 |
Allocations of net income to limited partnership units and FPUs | 4,875 | 13,167 | 12,808 | 38,092 |
Limited partnership units amortization | $ 181 | $ 2,323 | $ 5,214 | $ (32,056) |
Compensation - Activity Associa
Compensation - Activity Associated with Limited Partnership Units (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
NEWMARK Group Inc Parent | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Beginning balance (in shares) | 18,419,613 | |
Number of units, Issued (in shares) | 11,734,955 | |
Number of units, Redeemed/exchanged units (in shares) | (599,184) | |
Number of units, Forfeited units (in shares) | (245,349) | |
Ending balance (in shares) | 29,310,035 | 18,419,613 |
Exchangeable units (in shares) | 7,526,254 | 2,468,443 |
NEWMARK Group Inc Parent | Regular units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 27,994,887 | |
NEWMARK Group Inc Parent | Preferred Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 1,315,148 | |
BGC Holdings, L.P. | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Beginning balance (in shares) | 8,663,930 | |
Number of units, Issued (in shares) | 10,330 | |
Number of units, Redeemed/exchanged units (in shares) | (1,161,440) | |
Number of units, Forfeited units (in shares) | (60,511) | |
Ending balance (in shares) | 7,452,309 | 8,663,930 |
Exchangeable units (in shares) | 3,472,610 | 3,456,479 |
BGC Holdings, L.P. | Regular units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 7,370,392 | |
BGC Holdings, L.P. | Preferred Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 81,917 |
Compensation - Units Redeemed i
Compensation - Units Redeemed in Connection with Issuance of Class A Common Stock (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of units redeemed (in shares) | 4,286,708 | 2,630,262 | 7,246,686 | 46,353,603 |
BGC Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of units redeemed (in shares) | 23,451 | 2,324,626 | 114,570 | 13,960,614 |
Newmark Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number of units redeemed (in shares) | 4,263,257 | 305,636 | 7,132,116 | 32,392,989 |
Compensation - Limited Partners
Compensation - Limited Partnership Units with a Post-Termination Payout (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Liability balance acquisition related post-termination units | $ 6,800 | |
BGC Holdings, L.P. | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Notional value | 146,762 | $ 116,717 |
Estimated fair value of the post-termination payout | $ 40,076 | $ 38,516 |
Outstanding limited partnership units (in shares) | 44,928 | 105,302 |
NEWMARK Group Inc Parent | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Outstanding limited partnership units (in shares) | 13,272,736 | 11,691,406 |
Outstanding limited partnership units - unvested (in dollars per share) | 6,136,233 | 5,980,996 |
Compensation - Grant of Convers
Compensation - Grant of Conversion Rights to Newmark Employees (Details) - Limited Partnership Units - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Notional value | $ 7,222 | $ 12,836 |
Estimated fair value of limited partnership units | $ 7,013 | $ 12,558 |
Compensation - Activity Assoc_2
Compensation - Activity Associated with Restricted Stock Units (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Jan. 01, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Newmark Holdings, L.P. | ||||
Restricted Stock Units | ||||
Beginning balance (in shares) | 10,721,457 | 10,646,797 | ||
Number of units, Issued (in shares) | 2,045,344 | 2,913,572 | ||
Number of Settled units (delivered shares) (in shares) | (2,033,920) | (2,196,903) | ||
Number of units, Forfeited units (in shares) | (307,885) | (642,009) | ||
Ending balance (in shares) | 10,424,996 | 10,721,457 | 10,646,797 | |
Weighted- Average Grant Date Fair Value Per Share | ||||
Balance at the beginning of period (in dollars per share) | $ 8.30 | $ 7.75 | ||
Granted (in dollars per share) | 14.56 | 9.71 | ||
Settled units (delivered shares) (in dollars per share) | 8.03 | 7.64 | ||
Forfeited units (in dollars per share) | 9.90 | 7.74 | ||
Balance at the end of period (in dollars per share) | $ 9.54 | $ 8.30 | $ 7.75 | |
Fair Value Amount | ||||
Balance at beginning of period | $ 89,025 | $ 82,494 | ||
Granted | 29,779 | 28,290 | ||
Settled units (delivered shares) | (16,342) | (16,792) | ||
Forfeited units | (3,048) | (4,967) | ||
Balance at end of period | $ 99,414 | $ 89,025 | $ 82,494 | |
Weighted- Average Remaining Contractual Term (Years) | 4 years 7 months 24 days | 4 years 11 months 15 days | 5 years 8 months 8 days | |
Newmark Holdings, L.P. | Minimum | ||||
Fair Value Amount | ||||
Award vesting period | 2 years | |||
Newmark Holdings, L.P. | Maximum | ||||
Fair Value Amount | ||||
Award vesting period | 8 years | |||
BGC Holdings, L.P. | ||||
Restricted Stock Units | ||||
Beginning balance (in shares) | 5,375 | 8,013 | ||
Number of units, Issued (in shares) | 4,191 | 0 | ||
Number of Settled units (delivered shares) (in shares) | (2,638) | (2,638) | ||
Number of units, Forfeited units (in shares) | 0 | 0 | ||
Ending balance (in shares) | 6,928 | 5,375 | 8,013 | |
Weighted- Average Grant Date Fair Value Per Share | ||||
Balance at the beginning of period (in dollars per share) | $ 3.85 | $ 3.80 | ||
Granted (in dollars per share) | 4.28 | 0 | ||
Settled units (delivered shares) (in dollars per share) | 3.69 | 3.69 | ||
Forfeited units (in dollars per share) | 0 | 0 | ||
Balance at the end of period (in dollars per share) | $ 4.17 | $ 3.85 | $ 3.80 | |
Fair Value Amount | ||||
Balance at beginning of period | $ 21 | $ 31 | ||
Granted | 17 | 0 | ||
Settled units (delivered shares) | (10) | (10) | ||
Forfeited units | 0 | 0 | ||
Balance at end of period | $ 28 | $ 21 | $ 31 | |
Weighted- Average Remaining Contractual Term (Years) | 2 years 3 months 7 days | 1 year 1 month 28 days | 2 years 2 months 1 day | |
BGC Holdings, L.P. | Minimum | ||||
Fair Value Amount | ||||
Award vesting period | 2 years | |||
BGC Holdings, L.P. | Maximum | ||||
Fair Value Amount | ||||
Award vesting period | 4 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies | |||
Contingent consideration | $ 9,980 | $ 3,635 | |
Acquisitions from 2015 through 2020 | |||
Loss Contingencies | |||
Contingent consideration | $ 12,300 | ||
Construction Loans | |||
Loss Contingencies | |||
Total remaining draws on construction loans committed to fund | $ 400,000 | $ 300,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 27, 2022 | Nov. 04, 2022 | Feb. 10, 2022 |
Subsequent Event | |||
Shares authorized for repurchase | $ 400,000,000 | ||
Subsequent Event | |||
Subsequent Event | |||
Shares authorized for repurchase | $ 400,000,000 | ||
Subsequent Event | Class A Common Stock | |||
Subsequent Event | |||
Common stock dividends per share declared (in usd per share) | $ 0.03 | ||
Subsequent Event | Class B Common Stock | |||
Subsequent Event | |||
Common stock dividends per share declared (in usd per share) | $ 0.03 |