2023
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Dear Fellow Stockholders
Newmark1 continues to make significant investments with immediate benefits, winning a
growing proportion of the most important assignments in the commercial real estate services
industry. As we further executed our strategy of attracting and retaining the industry’s top
professionals, our total revenues once again outpaced our peers in 2023 and in the first
quarter of 2024, despite ongoing macroeconomic challenges.
The main drivers for Newmark’s growth across our businesses are:
– Our investments in talent and the continued elevation of our brand in the U.S. and globally,
– The record amount of commercial and multifamily mortgages due over the next three years,2
– The significant amounts of institutional dry powder waiting to be deployed,
– The continued proliferation of new sources of capital such as debt funds and captive insurance companies,
– An improving interest rate environment and declining inflation,
– A healthy labor market paired with improving return-to-workplace metrics, and
– Strong consumer spending and business investment dynamics.
We expect these factors to drive our best-ever revenues and earnings once industry volumes normalize.
NEWMARK CONTINUES OUTPERFORMING THE INDUSTRY
Newmark has a long-term history of outperformance. From 2011 to 2023, we increased total revenues by a CAGR
of 22%, growing faster than all of our public peers, who grew by an average CAGR of 12% over this period.3
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The Company’s business model has proven resilient, as we improved our revenues significantly faster than our
competitors in the peak market conditions of 2021. Since the second half of 2022, industry capital markets volumes
declined meaningfully due to the rapid increase in interest rates and widening credit spreads.4 Newmark nevertheless
continued to outperform in 2023’s more difficult market, as our total revenues declined by much less than our peers
on average. In the first quarter of 2024, we outpaced the industry yet again. Our recent results were driven by market
share gains in capital markets and leasing,5 solid improvements from our management and servicing businesses, and
disciplined expense management.
SIGNIFICANT INVESTMENTS IN GROWTH
A key reason Newmark has successfully outperformed and gained market share is our proven ability to attract and
retain6 the industry’s most productive and talented professionals. The recent slowdown in industry activity has
afforded top producers time to consider where they want to spend their careers to maximize their potential earnings
and professional satisfaction. Increasingly, they are choosing Newmark.
With Exceptional People, You Will Achieve Exceptional Results
Over the past five quarters, we have invested substantially more in hiring revenue-generating talent than at any
comparable point in the Company’s history.7 In 2023, we added the top Capital Markets team in the U.S., who are based
in New York, the largest commercial real estate market in the world. We also hired dozens of other industry-leading
Capital Markets and Leasing producers across multiple property types, as well as top professionals in Valuation &
Advisory and Property Management.
In 2024, we attracted one of the top multifamily GSE/FHA originators in the U.S., who will work closely with our
preeminent U.S. affordable housing Investment Sales team, which we added earlier in the year. The Company also
recently recruited some of the most prolific and experienced debt and structured finance professionals, as well as
several of the most innovative and active U.S. leasing teams.
Ongoing Global Expansion
In March of 2023, the Company acquired U.K. based full-service real estate advisory firm Gerald Eve, which added
management services, leasing, and a top three U.K. industrial investment sales platform.8 This acquisition helped
the Company produce approximately 13% of its total revenues outside of the U.S. last year, compared with less
than 1% in 2017.
Earlier this year, we opened a flagship office in France, continental Europe’s second largest transaction market.
We attracted many of the most accomplished leasing and capital markets professionals in the industry, which
further demonstrates the strength of our global brand. We expect to expand in key international markets across
nearly all of our service lines.
Why We Attract the Best of The Best
We recognize that bringing an incredible roster of talented individuals together can result in an organization much
greater than its parts. Remarkable people who are exceptional at what they do drive change and innovation. The unique
personalities we attract build genuine and trusting relationships with their clients and colleagues.
What I have learned over the years is that as a company builds momentum, top professionals want to be a part of
it. Simply put, talent attracts talent. Our best recruiters are often the professionals we have added in recent years,
as they relay their ability to be more productive at Newmark. This is because we empower our team members with
industry-leading technology and infrastructure, access to top-tier research, marketing, data analytics, and meaningful
opportunities to cross-sell across our service lines. In addition, we offer a less bureaucratic platform where
outstanding individuals can thrive in their respective disciplines.
Our philosophy is to embrace the entrepreneurial spirit while building a culture of collaboration. We have worked
diligently to add the best talent with the specialized knowledge required in their respective verticals, which enables
their teams to serve clients and strengthen their relationships.
Newmark Provides Clients with Innovative Solutions and Insights
Our growing roster of best-in-class professionals advise clients on their current needs while preparing them for the future
with creative thinking and deep insights into dynamic market trends. While elsewhere in this document we highlight some
of our recent high-profile wins, below are just a few of the innovative solutions we provide across our businesses.
– Our Loan Sale Advisory group is best known for its successful execution of the $60 billion Signature loan portfolio
sale, which exemplified our ability to cross-sell and our strength in managing large and complex transactions.9 Our
professionals continue to utilize their local market expertise, national presence, and global connections to help clients
maximize cash returns on performing, sub-performing, non-performing, and classified loan sales, while customizing
marketing strategies for particular opportunities.
– Our growing M&A Advisory and corporate Capital Markets offerings have participated in some of the largest recent
real estate entity transactions. For example, we served as the co-lead advisor to Blackstone Real Estate Income
Trust, Inc. ("BREIT") on its sale of Simply Self Storage to Public Storage for $2.2 billion.10 We also provide more
bespoke solutions, such as structuring of sale leasebacks, build-to-suits, and monetization of existing net lease
assets across nearly all property types.
– Newmark’s expanding debt, equity, and structured finance platform provides clients deep and unique insights
into market dynamics, as well as access to a comprehensive group of capital providers. These include traditional
lenders, such as banks, as well as emerging sources of capital, including private credit funds and captive insurance
companies. We offer creative financing solutions including bridge loans, construction loans, credit facilities, joint
venture equity, mezzanine debt, note sales and note financing, permanent loans, preferred equity, recapitalizations,
and/or sales of partnership interest, as well as term loans.
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– Newmark Valuation & Advisory's growing Bank Credit Risk Solutions group offers stress testing for loan portfolios,
risk advisory services, and credit and insurance reviews for clients, including some of the world's largest banks. This
expansive team of experienced commercial credit underwriters specializes in loan portfolio stratification, risk review,
re-underwriting of loans and the implementation of loan workout strategies, having over the course of their careers
guided banks through mergers and acquisitions, consumer and commercial loan due diligence, and numerous other
compliance and risk challenges.
– In 2023, we more than doubled the size of our Loan Servicing and Asset Management portfolio to over $170 billion,
which includes the acquisition of the balance of Spring11. This platform provides primary servicing for our GSE/FHA
portfolio, limited and special servicing, and asset management for a wide range of commercial and multifamily
loans. Our Loan Servicing and Asset Management platform, together with Newmark’s Investment Sales, Mortgage
Brokerage and Debt Placement, Loan Sale Advisory, GSE/FHA origination, and Bank Credit Risk Solutions
businesses, provide us with tremendous insights into commercial and multifamily lending and help us to better
advise and cross-sell to our clients across multiple property types and service lines.
– Newmark’s expanding suite of industrial services provides a wide range of Capital Markets, Leasing, and Consulting
solutions for investors and occupiers as they navigate the growth in data center utilization for artificial intelligence
and hyper-scale uses; the increased use of cold storage and temperature-controlled facilities; the long-term secular
evolution of e-commerce; and the dramatic rise in manufacturing investment in North America as companies
rebalance supply chains to near-shore traditional and advanced manufacturing. This includes semiconductor,
electric vehicle, clean energy, as well as aerospace and defense materials. In addition, our industrial capabilities are
increasingly global in scope as we advise clients in multiple countries on nearly every continent with respect to a
wide variety of assignments. These range from smaller transactions to helping them manage large and complex
manufacturing projects and data centers.
– We offer an increasing number of technology products for our clients in conjunction with our GCS11 business,
including Newlitic, an innovative technology solution that integrates enterprises’ real estate portfolio information
into a single platform. Newlitic offers capabilities for multiple management reporting needs (including occupancy
utilization, portfolio and lease administration, transaction management, capital projects, and facilities management)
through customizable web dashboards. A related product, NewliticQuest, offers clients accelerated insights to
develop strategic and tactical recommendations, inform business case development, and achieve optimal results
for property portfolios.
A GENERATIONAL OPPORTUNITY TO INVEST IN GROWTH
We are at the beginning of a once in a generation opportunity for Newmark to grow its business. Unlike the unique
challenges of the global financial crisis or the recent pandemic, we now face a more typical cyclical slowdown due
to major central banks raising benchmark interest rates. One thing all cycles have in common is that they end. We
expect industry volumes to rebound, which will be good for commercial real estate service providers in general,
and for Newmark in particular. We expect transaction activity to gradually improve for several reasons outlined below.
Record Debt Maturities and Institutional Investment
Just as Newmark is taking advantage of market dislocations to invest in adding talented professionals, a growing
number of investors are seizing upon a generational opportunity to acquire commercial real estate at attractive values.
Real estate-focused institutions have accumulated a near record $400 billion of undeployed capital in closed-end funds.
This is in addition to the significant amount of real estate held by other types of investors and owners, who hold over
$13 trillion of investable global real estate assets. Moreover, institutions have nearly doubled their weighted average
target allocations to real estate from 5.6% of their overall portfolios in 2010 to an estimated 10.8% in 2024.
In addition, there is approximately $4.7 trillion in U.S. commercial and multifamily mortgage debt outstanding. Of this, a
record of more than $900 billion of such maturities are due in 2024 alone and $2 trillion is expected over the next three
years.12 Of the latter, we believe that approximately:
– One-third are likely to result in a loan sale or property sale,
– One-third will need assistance with restructurings and/or recapitalizations, and
– One-third will require an advisor to help find new lenders.
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As a service provider that does not own real estate, these maturities represent an enormous opportunity for us.
This refinancing wave is expected to drive double-digit increases in U.S. commercial and multifamily originations
this year and next.13
We anticipate the pullback in lending by banks and other traditional lenders to lead clients to seek our innovative
financing solutions. These could include sourcing mortgages from a wide variety of lenders, as well as equity
recapitalizations and joint ventures, loan sales, and property sales.
We Expect to Outperform When Activity Normalizes
We expect the wall of mortgage maturities and interest rate stabilization to lead to improved industry volumes in
debt, followed by increased investment sales activity. We anticipate better office market leasing fundamentals as
the recapitalization of properties at lower values leads to a more attractive market. We also continue to expect solid
fundamentals for industrial and retail properties, which together represented approximately 41% of our Leasing
revenues over the past twelve months compared with 27% in 2019.14 We believe that these factors, along with our
leading presence in Capital Markets, will drive growth across nearly all of Newmark's service lines.
We believe the significant investments we have made in talent, data analytics, and technology make Newmark the
real estate advisor of choice and uniquely position us to meaningfully outperform the industry. We believe that the
resurgence of our Capital Markets businesses, combined with solid growth from Leasing, Management Services, and
Servicing, will contribute to the Company surpassing our record 2021 results. Our target is to generate over $3 billion
in revenues and more than $630 million of Adjusted EBITDA in 2026.
CONCLUSION
I am extremely proud of what we have achieved over the past decade and remain incredibly excited about Newmark’s
future. On behalf of the entire leadership team, I thank our employees, partners, clients, and stockholders for their
continued support and shared optimism for the Company’s growth for years to come.
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Barry M. Gosin
Chief Executive Officer
~$2.5B
2023 TOTAL REVENUES
~$1.7T
2022 + 2023
TRANSACTION VOLUME
~7,600
PROFESSIONALS
~170
55+
95
GLOBAL CLIENT
SERVICE LOCATIONS
COMPANIES ACQUIRED,
SINCE 2011
YEARS IN BUSINESS,
FOUNDED IN 1929
The endnotes to the above letter can be found prior to the 10-K. These endnotes also contain additional information with respect to the
accompanying charts, tables, and the case studies in the color section.
Performance Highlights
FY 2023 Revenues
FY 2023 Revenues
FY 2023 Revenues
39%
39%
39%
Management services,
Management services,
Management services,
servicing fees
servicing fees
servicing fees
and other
and other
and other
11%
11%
11%
Commercial mortgage
Commercial mortgage
Commercial mortgage
origination, net
origination, net
origination, net
34%
34%
34%
Leasing and other
Leasing and other
Leasing and other
commissions
commissions
commissions
15%
15%
15%
Investment sales
Investment sales
Investment sales
Fastest Growing CRE Services Firm Since 2011
Fastest Growing CRE Services Firm Since 2011
Fastest Growing CRE Services Firm Since 2011
25%
25%
25%
20%
20%
20%
15%
15%
15%
10%
10%
10%
5%
5%
5%
0%
0%
0%
22%
22%
22%
12%
12%
12%
Peer Average Revenue Growth
Peer Average Revenue Growth
Peer Average Revenue Growth
Newmark Revenue Growth
Newmark Revenue Growth
Newmark Revenue Growth
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Newmark has increased investment sales and total debt volumes over
Newmark has increased investment sales and total debt volumes over
Newmark has increased investment sales and total debt volumes over
nine times faster than the market, 2015-2022
nine times faster than the market, 2015-2022
nine times faster than the market, 2015-2022
History of Outperformance
History of Outperformance
History of Outperformance
55%
55%
55%
45%
45%
45%
35%
35%
35%
25%
25%
25%
15%
15%
15%
5%
5%
5%
-5%
-5%
-5%
-15%
-15%
-15%
53%
53%
53%
36%
36%
36%
2021
2021
2021
-9%
-9%
-9%
-14%
-14%
-14%
2023
2023
2023
5%
5%
5%
-1%
-1%
-1%
1Q 2024
1Q 2024
1Q 2024
Peer Average Revenue Growth
Peer Average Revenue Growth
Peer Average Revenue Growth
Newmark Revenue Growth
Newmark Revenue Growth
Newmark Revenue Growth
A Trusted Advisor to the FDIC
Newmark acted as the exclusive financial advisor to the Federal Deposit Insurance Corporation (“FDIC”) on
the sale of approximately $60 billion of loans, formerly owned by Signature Bridge Bank. Representing the
largest real estate loan sale in U.S. history, the portfolio encompassed more than 5,000 housing, retail, office,
mixed-use, and bridge financing loans. Newmark provided strategic guidance to the FDIC across six complex
transactions, which included record-setting all-cash transactions and loans that further preserve affordable and
equitable housing.
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The marketing and execution of the largest real estate loan sale in U.S. history spanned a rigorous six-month period. Photo Credit: Robert Peak/
Adobe Stock
PROJECT:
Signature Bridge Bank
PROJECT ADVISORY:
Loan Sale Advisory;
Joint Venture Equity
Creating Asset Value
through Global Solutions
Newmark advised Mirae Asset Global Investments on the sale of CityLine, a
2.2 million-square-foot mixed-use property in Richardson, Texas, representing
2023’s largest U.S. office sale. The 186-acre development features four
purpose-built office buildings for tenant State Farm, accompanied by 120,000
square feet of retail space and a 42,000-square-foot medical office building.
Newmark played a pivotal role in facilitating the monumental transaction by
enabling global outreach for both debt and equity, creating a competitive
process for the dynamic development.
PROJECT:
CityLine, Dallas, TX
SELLER:
Mirae Asset Global Investments
PROJECT ADVISORY:
Capital Markets;
Debt, Equity & Structured Finance
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The master-planned, live-work-play environment features four office building as the focal point, alongside eight luxury apartment buildings, a vibrant
selection of 30 dining and entertainment venues, a 148-room Aloft hotel and 21 acres of green space, and trails for outdoor enjoyment. Photo Credit:
Chrystal LeGrand of LeGrand Photography
New Workspace for
Changing Times
Newmark represented Paul, Weiss, Rifkind, Wharton & Garrison LLP in
its signing of a 20-year, 765,000-square-foot lease at 1345 Avenue of the
Americas, marking the largest U.S. commercial office lease for 2023. The
New York-based law firm relocated to the Fisher Brothers-owned building,
expanding its Midtown Manhattan footprint to occupy 18 floors. The
Newmark team was recognized by the Real Estate Board of New York
with a first-place win for the 2023 Most Ingenious Deal of the Year Award.
PROJECT:
Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1345 Avenue of the Americas
New York, NY
PROJECT ADVISORY:
Law Firm Advisory;
Tenant Representation;
Workplace Strategy
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Paul, Weiss, Rifkind, Wharton & Garrison LLP’s move to 1345 Avenue of the Americas was fueled by Newmark's ingenuity in design interventions,
which included modifying the building’s elevator system to maintain connectivity between the law firm's upper and lower floors and creating a
private outdoor space with the construction of a double-height loggia. Photo Credit: Fisher Brothers
Representing an Iconic
British Trading Estate
Gerald Eve, a Newmark company, was appointed as an agent advisor for
the Slough Trading Estate, the largest privately-owned business park under
single ownership in Europe. Embedded in U.K. popular culture for over 100
years and well-established as a center of excellence and innovation, this
historic estate houses leading businesses like Mars, Black & Decker, Ferrari
and DHL, on the doorstep of the U.K.’s most significant population center
and economic market.
PROJECT:
Slough Trading Estate
Slough, England
OWNER:
SEGRO
PROJECT ADVISORY:
Landlord Representation
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Slough Trading Estate covers 486 acres just west of London and comprises 7.5 million square feet of industrial and data center space across more than
600 buildings. Photo Credit: SEGRO
Semi Sector Companies
Semi R&D Facilities
Workforce Development
Industrial Sites
Existing Buildings
Wet Lab
Clean Room
Newmark’s semiconductor sector
asset study was prepared for
the New York State Economic
Development Council and Empire
State Development under a federal
Economic Development Agency
grant with additional funding
through utility partners National
Grid, NYSEG, and RG&E.
Image Credit: Newmark
Enabling New York’s Silicon Evolution
Newmark’s Global Strategy team was engaged by New York State to advise on semiconductor sector assets
across the state. Newmark’s consultants conducted independent research, working directly with industry
leaders, to produce a statewide assessment of the industry. The team identified, mapped and analyzed
companies, R&D functions, workforce development organizations, and properties that enable the vital and
growing semiconductor value chain across New York. This asset study is the latest consulting assignment
for Newmark focused on enabling state and regional economic development organizations to improve
investment attraction.
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PROJECT:
Semiconductor Sector Asset
Study for New York State
PROJECT ADVISORY:
Global Strategy Consulting;
Location Strategy;
Economic Development
Consulting;
Site, Infrastructure and
Workforce Development
The Albany NanoTech Complex is a world-leading innovation and R&D facility that brings
together industry leaders, academia and international partners to develop next-generation chips
and chip fabrication processes. Owned and operated by NY CREATES, it is a pivotal piece of the
semiconductor value chain in New York and the U.S. Photo Credit: NY CREATES
USAUSACANADACANADA
The SanTan Village store in Gilbert, AZ. Photo Credit: Warby Parker
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A Vision for Brick and Mortar
Warby Parker, a lifestyle brand focused on “impacting the world with vision, purpose and style,” has been
advised by Open Realty Advisors (ORA), a Newmark company, for over a decade. During this transformative
period, the innovative eyewear disrupter evolved into a prominent omnichannel retailer with a significant brick-
and-mortar footprint. Since 2022, when Newmark acquired ORA, the firm has facilitated the expansion of
Warby Parker’s physical presence, overseeing the addition of over 80 stores. Today, Warby Parker boasts over
250 stores throughout the United States and Canada. The growth from physical retailing has supported Warby
Parker’s philanthropic Buy a Pair, Give a Pair program, which to date has donated 15 million pairs of glasses to
individuals in need.
PROJECT:
Warby Parker,
U.S. & Canada Multi-market
PROJECT ADVISORY:
Tenant Representation
The Montgomery Village store in Santa Rosa, CA. Photo Credit: Warby Parker
Frontier’s 26.4 million-
square-foot real estate
portfolio is made up of
thousands of properties,
including leased, owned and
specialized network facilities.
Photo Credit: Frontier
Empowering Real Estate Efficiency
Frontier Communications selected Newmark as its exclusive real estate partner to manage its extensive
property portfolio across 25 U.S. states, implementing a range of project and portfolio management
strategies aimed at optimizing operations. By merging market knowledge with an advanced business
intelligence technology platform, Newmark has been pivotal in uncovering substantial cost-saving
opportunities within Frontier's diverse real estate holdings.
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PROJECT:
Frontier Communications,
U.S. Multi-market
PROJECT ADVISORY:
Global Corporate Services;
Facilities Management;
Lease Administration;
Transaction Management;
Portfolio Strategy;
Project Management;
Energy and Sustainability
Services
Frontier relocated its
corporate headquarters to
a 95,000-square-foot office
complex in Dallas in 2023.
Photo Credit: Frontier
Powering Workforce Housing
through Innovative Financing
Newmark secured a $400 million Freddie Mac Tenant Advancement
Commitment (TAC) on behalf of borrower Comunidad Partners, a vertically
integrated real estate investment firm specializing in workforce and attainable
housing in culturally diverse communities throughout the U.S. Using the
TAC, Freddie Mac's competitive financing offering for private sector operators
that agree to self-imposed income restrictions, Comunidad Partners will create
and/or preserve several thousand affordable multifamily housing units in
communities across its portfolio. Community residents receive social impact
services such as virtual healthcare, after school tutoring and access to
employment opportunities. Newmark and Comunidad Partners arranged for
the first Freddie Mac TAC transaction to be a $21 million loan to finance and
renovate the Villas at Shadow Oaks in Austin, Texas.
PROJECT:
Freddie Mac Tenant
Advancement Commitment
(TAC)
BORROWER:
Comunidad Partners
PROJECT ADVISORY:
Debt, Equity and Structured
Finance
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The Villas at Shadow Oaks, a 176-unit community, is 100% rented at or below 80% Area Median Income (AMI), and 50% of the units are rented
at or below 60% AMI. Veritas Impact Partners, a tenant-focused non-profit, has implemented resident social impact programs around economic
advancement, health and wellness, education, equity and inclusion. Photo Credit: Comunidad Partners
American Healthcare REIT is a self-managed real estate investment trust that acquires, owns and operates a diversified
portfolio of clinical healthcare real estate properties, focusing primarily on outpatient medical buildings, senior housing,
skilled nursing facilities, hospitals and other healthcare-related facilities. Photo Credit: American Healthcare REIT
Elevating Healthcare Space
Newmark was selected by American Healthcare REIT to manage and lease a 1.5 million-square-foot portfolio
of outpatient medical buildings across 12 U.S. states. To meet the specific needs required for the healthcare
facilities while ensuring regulatory compliance, Newmark leveraged adaptive management practices and
focused on maintaining high operational standards. This approach utilized integrated advanced technological
solutions to enhance facility performance and patient satisfaction.
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PROJECT:
American Healthcare
REIT Portfolio,
U.S. Multi-market
PROJECT ADVISORY:
Property Management;
Landlord Representation;
Project Management;
Engineering & Maintenance
Photo Credit: American Healthcare REIT
Advising a Trailblazing Expansion
Newmark acted as an advisor for Deer Valley East Village's expansion
project, which broadens the scope of the master-planned ski resort
in Park City, Utah. This ambitious development introduces luxury
accommodations, residential units and commercial spaces across
an additional 3,700 acres, nearly doubling Deer Valley’s footprint and
positioning it as one of the largest ski resorts in North America. Newmark
played a pivotal role, working with master developer Extell Development,
facilitating the project's acquisition and development phases and delivering
expert valuation and consulting services to stakeholders including lenders,
governmental bodies and infrastructure bond financing entities.
PROJECT:
Deer Valley East Village
Expansion,
Park City, UT
PROJECT ADVISORY:
Valuation & Advisory,
Hospitality, Gaming & Leisure
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Deer Valley East Village will feature over 1,350 luxury and lifestyle hotel rooms, more than 1,800 private residences, 250,000 square feet of retail and
commercial space, as well as 68,000 square feet for recreation centers. Photo Credit: EX Utah Development LLC
Driving Industrial
Equity Partnerships
Newmark facilitated a joint venture partnership valued at $240 million
involving the sponsor, Burton-Katzman, and DRA Advisors to recapitalize a
collection of 24 light industrial assets located throughout the Midwest. The
portfolio encompasses over 2.2 million square feet and is leased to a wide
variety of national tenants. This capital-raising execution reflects Newmark's
strategic expertise in equity and debt placement, by supporting investments
in both platform and programmatic joint ventures.
PROJECT:
Burton-Katzman &
DRA Advisors,
U.S. Multi-market
PROJECT ADVISORY:
Joint Venture Equity;
Debt Financing
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This property in Chesterfield Township, Michigan is one of 24 in the portfolio. Photo Credit: Burton-Katzman
Brewing Bold Growth
in London
Newmark represented Blank Street Coffee’s expansion in central London
with the opening of 24 new locations since 2022. The New York-based
coffee brand then capitalized on the momentum to expand its presence
across the U.K. beginning with Manchester. Founded with the vision of
reimagining what a coffeehouse could be, Blank Street’s café footprints
are a key part of providing a high-quality and affordable menu.
PROJECT:
Blank Street Coffee,
London and Manchester,
England
PROJECT ADVISORY:
Tenant Representation
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A Blank Street Coffee location at 16 Norton Folgate in London. Photo Credit: Blank Street Coffee
Facilitating Growth in
Manufactured Housing
Demonstrating strategic expertise in complex joint venture financing,
Newmark raised a $500 million programmatic joint venture between a
global real estate private equity firm and Castle Park Investments, focused
on manufactured housing communities, recreational vehicle resorts and
campground assets across the U.S. The venture was seeded with the
purchase of a portfolio consisting of 700 pads, strategically located across
key markets throughout Ohio and Pennsylvania. Newmark also arranged
the debt financing for the venture.
PROJECT:
Castle Park Investments,
U.S. Multi-market
PROJECT ADVISORY:
Debt, Equity &
Structured Finance
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Manufactured housing, as an asset class, is a real estate sector that experienced positive earnings growth in the last two recessions while showing
significant resilience during the pandemic. Photo Credit: Silver View RV Resort
8
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R
A
M
W
E
N
Photo Credit: Blackstone
Leveraging Asset
Class Expertise
Newmark advised Blackstone Real Estate Income Trust, Inc. ("BREIT") on
its sale of Simply Self Storage to California-based Public Storage for $2.2
billion. The portfolio includes 127 fully-owned properties, encompassing
nine million net rentable square feet spread over 18 states. The self-
storage properties are situated in areas witnessing population growth
roughly twice the national average since 2018, with approximately 65%
positioned in the rapidly expanding Sunbelt region.
PROJECT:
Simply Self Storage,
U.S. Multi-market
SELLER:
Blackstone Real Estate
Income Trust, Inc. ("BREIT")
PROJECT ADVISORY:
Capital Markets, Self Storage
The assets include institutional-quality urban warehouses such as Theale Logistics Park, located 45 miles west of
London. Photo Credit: ARGO Real Estate Management Limited
Guiding Strategic Industrial Investments
Demonstrating the ability to deliver consistently valuable counsel, Gerald Eve, a Newmark company, advised
joint venture Argo Real Estate Limited and Deutsche Finance International on the successive acquisitions of two
logistics portfolios, with a combined value of £177 million. Comprising 11 properties and spanning over one million
square feet, the portfolios are strategically positioned in major U.K. urban logistics hubs such as London and
Manchester. Notable tenants include industry leaders Amazon, Royal Mail, Greencore, GXO Logistics and Aldi.
9
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2
0
2
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R
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P
E
R
L
A
U
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A
PROJECT:
U.K. Industrial
Portfolio Acquisition
BUYER:
Argo Real Estate Management
Limited and Deutsche Finance
International
PROJECT ADVISORY:
Capital Markets, Industrial &
Logistics
The portfolios offer quality core plus assets, including Boreham Interchange in Chelmsford, pictured
here. Photo Credit: ARGO Real Estate Management Limited
Selected Consolidated Financial Data
Revenues (USD 000's)
Management services,
servicing fees, and other
Leasing and other commissions
Investment Sales
Commercial mortgage origination, net
Total Revenues
GAAP Earnings (USD 000's,
except per share data)
GAAP income (loss) before income
taxes and noncontrolling interests
(“GAAP pre-tax income”)
GAAP net income (loss) per fully diluted
share (“GAAP earnings per share”)
Non-GAAP Earnings
Adjusted EBITDA
Pre-tax Adjusted Earnings
Post-tax Adjusted Earnings per share
Notional Volume (USD millions)(2)
Investment Sales
Mortgage Brokerage
Mortgage Origination
Total Capital Markets Volume
Other
2
2
|
K
R
A
M
W
E
N
1Q24 vs
1Q23
23 vs 22
Change
1Q24
1Q23
2023
2022
21%
-18%
-2%
39%
5%
7%
1%
-37%
-22%
$256,934
$212,292
$ 970,877
$ 909,485
158,799
193,306
839,595
831,874
70,823
71,993
381,276
606,416
59,943
43,208
278,620
357,752
-9%
546,499
520,799
2,470,368
2,705,527
-54%
-33%
(29,832)
(19,405)
103,478
154,599
-50%
-47%
(0.09)
(0.06)
0.24
0.45
1%
5%
0%
-10%
109%
40%
25%
-22%
-31%
-30%
63,483
62,922
398,309
510,678
42,907
40,831
302,780
441,441
0.15
0.15
1.05
1.49
-19%
6,668
7,396
57,686
71,584
-6%
-9%
6,050
2,889
35,679
38,014
1,391
993
7,064
7,789
-14%
14,109
11,277
100,429
117,387
Servicing Portfolio (USD millions)
3%
149%
174,149
168,806
175,884
70,654
1. Please see the footnotes to the letter to stockholders elsewhere in the color portion of this document for further information with respect to the Company’s
GAAP and non-GAAP results as well as the Impact of Nasdaq and the 2021 Equity Event.
2. Please see the footnotes to the letter to stockholders elsewhere in the color portion of this document for further information with respect to volume statistics.
Endnotes to Stockholders’ Letter
1. Newmark Group, Inc. (Nasdaq: NMRK) may be used interchangeably with “Newmark” or “the Company”, as well as terms such as “we” and
“our”, and unless otherwise stated, includes any subsidiaries.
2. For more detail on and the sources for the industry and economic statistics, including with respect to dry powder, institutional investment in real
estate, and the amount of commercial/multifamily debt coming due, as well as return to office trends, all as discussed in this letter, please see
“Industry Trends and Opportunity” under “Item 1. Business” in the accompanying Form 10-K, as well as “Business Environment” under “Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the accompanying Form 10-K and the Company’s
most recent quarterly filings on Form 10-Q.
3. With respect to any revenue comparisons versus “the industry”, “competitors”, and/or “peers”: Newmark’s 2011 results are based on unaudited
full year 2011 total revenues for Newmark & Company Real Estate, Inc., (“Newmark & Co.”). 2011 is the year we were acquired by our former
parent company, BGC Partners, Inc. ("BGC", which is now officially known as BGC Group, Inc. BGC IPOed us in 2017 and spun us off in 2018.)
The peers included in the 2011 through 2023 compound annual growth rate (“CAGR”) are U.S. tickers CBRE, CIGI, JLL, MMI, and WD (in all cases
using USD), and U.K. ticker symbol SVS (in all cases using GBP). These companies generated total revenue CAGRs of between approximately
6% and 17% from 2011 through 2023, or a simple mean of 12%. Only some of these peers reported net or fee revenues consistent with more
recent methodology during this timeframe; therefore, one cannot use these revenue metrics in calculations for periods prior to 2019. In addition,
U.S. ticker CWK did not report revenues for periods before 2015 and is therefore excluded. For some years, the impact of FASB topic ASC 606
increased GAAP revenues for Newmark and certain peers.
For full year 2021 and 2023, the peers are CBRE, CIGI, CWK JLL, MMI, SVS, and WD. For CBRE, CWK, and JLL, the 2021 and 2023 calculations
are based on net or fee revenues, because the investment community generally analyzes these companies’ results on that basis. For the other
names, including NMRK, the calculations use total revenues for all periods, as this is the main top line metric analyzed by the investment
community. For the first quarter of 2024, the simple average year-on-year growth is for CBRE, CWK, and JLL (on a net or fee basis), as well as
CIGI, MMI, and WD on a total revenue basis. SVS is excluded from the latter calculation because it does not normally report quarterly results. For
comparative purposes, NMRK’s fee revenues increased by approximately 65% in 2021, declined by 9% in 2023, and grew by 3% in the first quarter
of 2024, and therefore outpaced the peer averages on both a total and fee revenue basis. Any discussion of “full service peers” includes only
CBRE, CIGI, CWK, and JLL.
4. Benchmark rates include the 10-year U.S. Treasury, U.K. Gilt, and other relevant long-term sovereign bonds, while credit spreads are based on
the US Corporate BBB/Baa - Treasury 10 Year Spread. Any discussion of interest rate volatility or stabilization is based on measures including the
ICE BofA MOVE Index. All such data is sourced from Bloomberg, unless otherwise stated.
5. Unless otherwise stated, in this letter “Leasing” is synonymous with “Leasing and other commissions”, “Capital markets” means the combination
of “Investment sales” and “Commercial mortgage origination, net”, while "Management services, servicing fees, and other" may also be referred to
as "recurring revenues", "recurring businesses", “management and servicing”, or "management businesses". These recurring businesses produced
24% of Newmark’s total revenues in 2017, compared with 39% in 2023 and 41% for the trailing twelve months ended March 31, 2024.
6. Between 2015 and 2023, Newmark has retained 94% of its top performing producers.
7. In 2023, Newmark used more cash for "loans, forgivable loans and other receivables from employees and partners“ (or “employee loans”) than it
had in any year in its history. The Company issued substantially more in employee loans in the first quarter of 2024 than in any prior quarter.
Employee loans are recorded as part of Newmark's operating cash flow and on its balance sheet, and primarily relate to the hiring of new revenue-
generating professionals under long-term contracts. The forgivable portions of employee loans are recognized as compensation expense for GAAP
and non-GAAP results over the life of the loans. These and certain other expenses are recorded beginning in the first relevant quarter, while the
applicable professionals may not reach full productivity until their second or third years with Newmark.
8. Ranking based on MSCI data for the twelve months ended March 31, 2023.
9. The Federal Deposit Insurance Corporation (“FDIC”) acted in its capacity as Receiver for Signature Bridge Bank, N.A. ("Signature"). The book
value of the overall loan portfolio was approximately $60 billion when Newmark was retained as an advisor by the FDIC and approximately $53
billion when the Company began marketing the loans, while the completed transactions had a combined notional value of $39.5 billion. The latter
figure consisted of $21.7 billion of equity placements recorded as part of the Company's Investment Sales volumes and $17.8 billion of loan sales
recorded as mortgage brokerage. A portion of the loans did not relate to real estate. For more information, please see various announcements,
press releases, and other information on the FDIC website, including: "FDIC Announces Upcoming Sale of the Loan Portfolio from the Former
Signature Bank, New York, New York"; "SIGF-23 Sale Announcement $18.5 Billion All Cash Loan Sale"; "SIGCRE-23 Sale Announcement $33.22
Billion Commercial Real Estate Loan Portfolio"; "FDIC Signature Bank Receivership Sells 20 Percent Equity Interest in Entity Holding $9 Billion
Rent-Stabilized / Rent-Controlled Multifamily Loans"; "FDIC Signature Bridge Bank Receivership Sells Five Percent Equity Interest in Entities
Holding $5.8 Billion of Rent-Stabilized / Rent-Controlled Multifamily Loans"; and "FDIC Signature Bridge Bank Receivership Sells 20 Percent Equity
Interest in Entity Holding $16.8 Billion of Commercial Real Estate Loans".
10. For more information on certain of Newmark’s other recent wins and deals that are mentioned in this letter and/or in the case studies, see the
following news items or press releases on Newmark’s website: “Newmark Secures $400 Million Freddie Mac Tenant Advancement Commitment for
Comunidad Partners”; “Newmark Advised Blackstone Real Estate Income Trust, Inc. on the $2.2 Billion Sale of Simply Self Storage”; "2023’s
Largest Office Lease: Paul Weiss Takes 765K SF at 1345 Avenue of the Americas"; “Newmark Facilitates $240M Industrial Joint Venture Between
DRA Advisors and Burton Katzman; and go forward Programmatic Venture”; “Newmark Raises $500 Million Programmatic Joint Venture for Castle
Park Investments”; and “Newmark Facilitates Sale of 2.2 Million-Square-Foot Mixed-Use Corporate Campus in Dallas-Fort Worth” which, according
to Real Estate Alert, was the largest U.S. office transaction in 2023 in terms of square footage with respect to a majority or 100% of a building, the
second largest including minority interest sales, and the fourth largest in terms of total sales price.
Please also see the “New York State Semiconductor Study 2023” presentation on the “2024 NYSEDC Economic Development Conference”
website; the press releases titled “Frontier Appoints Newmark to Manage its Real-Estate Portfolio” and “Fisher Brothers and J.P. Morgan Announce
Largest Commercial Office Lease in the United States In 2023 at 1345 Avenue of the Americas”; as well as the articles titled “Deutsche Finance
and Argo Take Advantage of UK Industrial Repricing With £177 Million of Acquisitions” and “Segro Picks New Agents at Europe's Largest Trading
Estate in Single Ownership”.
11. Global Corporate Services.
12. Sources: Newmark Research, the MBA, the Federal Reserve Board of Governors, Trepp LLC, and the FDIC.
13. According to the most recent forecast by the MBA with respect to overall U.S. commercial and multifamily mortgage originations.
14. The twelve months ending March 31, 2024.
2023
2023
F O R M 1 0 K
F O R M 1 0 K
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2023OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number: 001-38329NEWMARK GROUP, INC.(Exact name of Registrant as specified in its charter)Delaware653181-4467492(State or other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification Number)125 Park AvenueNew York, New York 10017(212) 372-2000(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s) Name of Each Exchange on Which RegisteredClass A Common Stock, $0.01 par valueNMRK The Nasdaq Stock Market LLCSecurities registered pursuant to Section 12(g) of the Act:None(Title of Class)Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofthe Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). ☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of voting common equity held by non-affiliates of the registrant, based upon the closing price of the Class A common stock on June 30, 2023 as reported on Nasdaq, was approximately $814.4 million.Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.ClassOutstanding at February 26, 2024Class A Common Stock, par value $0.01 per share151,384,467 sharesClass B Common Stock, par value $0.01 per share21,285,533 sharesDOCUMENTS INCORPORATED BY REFERENCE.Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.We anticipate that we will file such proxy statement with the SEC on or before April 29, 2024. NEWMARK GROUP, INC.
2023 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
RISK FACTOR SUMMARY
PART I
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 1C.
ITEM 2.
ITEM 3.
ITEM 4.
PART II
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
PART III
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
PART IV
ITEM 15.
ITEM 16.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
CYBERSECURITY
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
[RESERVED]
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
Page
1
8
9
11
33
58
58
59
59
60
61
63
64
99
101
160
160
160
160
162
162
162
162
162
162
165
Industry and Market Data
In this Annual Report on Form 10-K, we rely on and refer to information and statistics regarding the commercial real estate services industry. We obtained this
data from independent publications or other publicly available information. Independent publications generally indicate that the information contained therein was
obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Although we believe these sources are reliable,
we have not independently verified this information, and we cannot guarantee the accuracy and completeness of this information.
GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS
The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases that may be used in this report:
TERM
2021 Equity Event
DEFINITION
In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021, the Compensation Committee
approved a plan to expedite the tax deductible exchange and redemption of a substantial number of limited
partnership units held by partners of the Company
6.125% Senior Notes
The Company’s 6.125% Senior Notes which were issued on November 6, 2018, in an original principal amount of
$550.0 million and matured on November 15, 2023
7.500% Senior Notes
The Company’s 7.500% Senior Notes due on January 12, 2029, issued on January 12, 2024, in an original principal
amount of $600.0 million
AI
Audit Committee
Berkeley Point
BGC
Artificial intelligence, including machine learning and generative artificial intelligence
Audit Committee of the Board
Berkeley Point Financial LLC, a wholly owned subsidiary of the Company acquired on September 8, 2017, which
does business as part of the Newmark Multifamily Capital Markets business
(i) Following the closing of the Corporate Conversion, BGC Group and, where applicable, its consolidated
subsidiaries and (ii) prior to the closing of the Corporate Conversion, BGC Partners and, where applicable, its
consolidated subsidiaries
BGC Class A common stock BGC Class A common stock, par value $0.01 per share
BGC Class B common stock BGC Class B common stock, par value $0.01 per share
BGC common stock
BGC Class A common stock and BGC Class B common stock, collectively
BGC Entity Group
BGC Group
BGC Holdings
BGC Partners, BGC Holdings, BGC U.S. OpCo and their respective subsidiaries (other than, prior to the Spin-Off,
the Newmark Entity Group), collectively, and in each case as such entities existed prior to the Corporate
Conversion
BGC Group, Inc. (Nasdaq: BGC) and, where applicable, its consolidated subsidiaries
BGC Holdings, L.P., an entity which, prior to the Corporate Conversion, was owned by Cantor, Founding Partners,
BGC employee partners and, after the Separation, Newmark employee partners
BGC Holdings Distribution
Pro rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners of all
of the exchangeable limited partnership interests in Newmark Holdings owned by BGC Holdings immediately
prior to the distribution
BGC Partners
BGC U.S. Opco
BGC Partners, Inc., which acquired us on October 14, 2011, facilitated the Newmark IPO on December 14, 2017
and completed the Spin-Off that led to us becoming a separate publicly traded company on November 30, 2018
and, where applicable, its consolidated subsidiaries. On July 1, 2023, BGC Partners, Inc. completed its Corporate
Conversion and became a wholly owned subsidiary of its public holding company successor, BGC Group, Inc.
Prior to the Separation, BGC Partners, L.P., an operating partnership which held the U.S. businesses of BGC,
including Newmark Entity Group, and which is owned jointly, following the closing of the Corporate Conversion,
by BGC Partners and the successor to BGC Holdings
BH2
Newmark BH2 LLP, a London-based real estate advisory firm
Board or Board of Directors Board of Directors of the Company
Bylaws
CAGR
Cantor
Amended and Restated Bylaws of Newmark Group, Inc.
Compound annual growth rate
Cantor Fitzgerald, L.P. and, where applicable, its consolidated subsidiaries
1
Cantor Credit Agreement
Unsecured credit agreement entered into with Cantor on November 30, 2018, as amended by the First Cantor
Credit Agreement Amendment on December 20, 2023
Cantor Entity Group
Cantor and its consolidated subsidiaries (other than any member of the BGC Entity Group or the Newmark Entity
Group), Howard W. Lutnick and/or any of his immediate family members as so designated by Howard W. Lutnick
and any trusts or other entities controlled by Howard W. Lutnick
Cantor Units
Limited partnership interests of Newmark Holdings or, prior to the Corporate Conversion, Newmark Holdings or
BGC Holdings, held by the Cantor Entity Group, which Newmark Holdings units are exchangeable into shares of
Newmark Class A common stock or Newmark Class B common stock and which BGC Holdings units were
exchangeable into shares of BGC Class A common stock or BGC Class B common stock, as applicable
CARES Act
CCRE
The Coronavirus Aid, Relief, and Economic Security Act
Cantor Commercial Real Estate Company, L.P.
CCRE Lending
Cantor Commercial Real Estate Lending, L.P., a wholly owned subsidiary of Real Estate LP
CECL
Current Expected Credit Losses
Certificate of Incorporation Amended and Restated Certificate of Incorporation of Newmark
CF Secured
CF Secured, LLC
CF&Co
CFE
CFGM
CFS11
CIO
CISO
Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor
Cantor Fitzgerald Europe
CF Group Management, Inc., the managing general partner of Cantor
CFS11 Holdings, LLC, a subsidiary of Cantor
Chief Information Officer
Chief Information Security Officer
Commission-based revenue
Revenues including Leasing and other commissions, Investment sales, fees from commercial mortgage origination,
net, and V&A. In these businesses, producers earn a substantial portion or all their compensation based on their
production. Commission-based revenues exclude OMSR revenues because Newmark does not compensate its
producers based on this non-cash item
Company
Newmark Group, Inc. and, where applicable, its consolidated subsidiaries
Company debt securities
The 6.125% Senior Notes, 7.500% Senior Notes, and any future debt securities issued by the Company
Compensation Committee
Compensation Committee of the Board
Contractual revenues,
contractual services or
contractual business
Contribution Ratio
Corporate Conversion
Includes business for which the Company has a contract with a client that is generally for a year or longer.
Contractual business, when quantified, includes all revenues related to landlord (or agency) representation leasing,
loan servicing (including escrow interest income), outsourcing (including property management, facilities
management, and asset management), and lease administration. It also includes certain fees under contract
produced by the Company’s flexible workspace and tenant representation service lines
Ratio of shares of Newmark Common Stock that were outstanding compared to the shares of BGC common stock
outstanding as of immediately prior to the Newmark IPO (not including any shares of our common stock sold in the
Newmark IPO); this ratio was set initially at a fraction equal to one divided by 2.2
A series of mergers and related transactions pursuant to which, effective at 12:02 AM Eastern Time on July 1, 2023,
BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group, transforming the
organizational structure of the BGC businesses from an “Up-C” structure to a simplified “Full C-Corporation”
structure
CoStar
CoStar Group Inc.
2
COVID-19
Coronavirus Disease 2019
Credit Agreement
Credit Facility
The Company’s unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent,
and a syndicate of lenders, most recently amended and restated on March 10, 2022
The credit facility pursuant to the Credit Agreement, with a current maximum revolving loan balance of $600.0
million and maturity date of March 10, 2025, bearing interest at either SOFR or a defined base rate plus additional
margin
Delayed Draw Term Loan
The credit facility pursuant to the Delayed Draw Term Loan Credit Agreement, with an aggregate principal amount
of $420.0 million (which may be increased, subject to certain terms and conditions, to up to $550.0 million) and a
maturity date of November 14, 2026, bearing interest at SOFR or a defined base rate plus additional margin
Delayed Draw Term Loan
Credit Agreement
The Company’s credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders,
dated as of August 10, 2023
Deskeo
DGCL
Employees
EPS
EPUs
Space Management (d/b/a “Deskeo”)
Delaware General Corporation Law
Includes both employees and those real estate brokers who qualify as statutory non-employees under Internal
Revenue Code Section 3508
Earnings Per Share
Exchangeable preferred partnership units, which related to the Nasdaq Forwards
Equity Plan
Newmark Group, Inc. Long Term Incentive Plan
ESG
eSpeed
EU
Environmental, social and governance, including sustainability or similar items
eSpeed, Inc.
European Union
Exchange Act
Securities Exchange Act of 1934, as amended
Exchange Agreement
Exchange agreement which provides (i) BGC Partners, (ii) Cantor, (iii) any entity controlled by either of them or
by Howard W. Lutnick, and (iv) Howard W. Lutnick, his spouse, his estate, any of his descendants, any of his
relatives, or any trust established for his benefit or for the benefit of his spouse, any of his descendants or any of his
relatives, the right to exchange shares of Newmark Class A common stock into Newmark Class B common stock
on a one-to-one basis up to the number then authorized but unissued
Exchange Ratio
The ratio by which a Newmark Holdings limited partnership interest can be exchanged for a number of shares of
Newmark Class A common stock
FASB
Fannie Mae
Financial Accounting Standards Board
The Federal National Mortgage Association
Fannie Mae DUS
The Fannie Mae Delegated Underwriting and Servicing Program
First Cantor Credit
Agreement Amendment
First Amendment to the Cantor Credit Agreement entered into on December 20, 2023
FHA
FHFA
FOMC
The Federal Housing Administration
The Federal Housing Finance Agency
Federal Open Market Committee
Forward Sales Contract
An agreement to deliver mortgages to third-party investors at a fixed price
Founding Partners
Individuals who became limited partners of Newmark Holdings in connection with the Separation who held BGC
Holdings founding partner interests immediately prior to the Separation (provided that members of the Cantor
Entity Group and the BGC Entity Group are not Founding Partners)
3
Founding Partner interests,
Founding Partner units or
FPUs
Founding/Working Partners units in Newmark Holdings or, prior to the closing of the Corporate Conversion,
Newmark Holdings or BGC Holdings, that are generally redeemed upon termination of employment
Freddie Mac
The Federal Home Loan Mortgage Corporation
Freddie Mac Strip
A three-basis point servicing fee and/or up to a one-basis point surveillance fee on certain Freddie Mac loans after
the loan is securitized in a Freddie Mac pool
Freddie Mac TAH
The Freddie Mac Targeted Affordable Housing Program
GCS
GDP
GDPR
Gerald Eve
Global corporate services
Gross domestic product
General Data Protection Regulation
Gerald Eve LLP, a London-based real estate advisory firm acquired on March 10, 2023
Ginnie Mae
The Government National Mortgage Association
GSE or GSEs
Fannie Mae and Freddie Mac
H-Rights
HDUs
HUD
Rights to exchange PSUs into HDUs
LPUs with capital accounts, which are liability awards recorded in “Accrued compensation” in the Company’s
consolidated balance sheets
The U.S. Department of Housing and Urban Development
HUD LEAN
HUD’s mortgage insurance program for senior housing
HUD MAP
HUD’s Multifamily Accelerated Processing
Investment Company Act of
1940, as amended
Investment Company Act
Knotel
Knotel, Inc.
Kastle Barometer
Security provider Kastle Systems tracks the number of employees in ten of the largest U.S. metropolitan areas that
were physically in offices and reports every work week as a percentage of the typical number physically present
during the first three weeks of February 2020
LIBOR
London Inter-Bank Offered Rate
Limited Partnership Unit
Holders
The individuals who became limited partners of Newmark Holdings in connection with the Separation and who
held BGC Holdings limited partnership units immediately prior to the Separation and certain individuals who
became or become limited partners of Newmark Holdings from time to time after the Separation and who provide
services to the Newmark Entity Group
LPA Amendment
An amendment, dated as of March 10, 2023, to the Newmark Holdings limited partnership agreement
LPUs, limited partnership
units, or limited partnership
interests
Certain limited partnership units in Newmark Holdings or, prior to the closing of the Corporate Conversion,
Newmark Holdings or BGC Holdings, held by certain employees of BGC or Newmark and other persons who have
provided services to BGC or Newmark, which units may include APSIs, APSUs, AREUs, ARPSUs, HDUs, U.K.
LPUs, N Units, PLPUs, PPSIs, PPSUs, PSEs, PSIs, PSUs, REUs, and RPUs, along with future types of limited
partnership units in Newmark Holdings
Master Repurchase
Agreement
Master Repurchase Agreement, dated August 2, 2021, by and between Newmark OpCo and CF Secured
MBA
Mortgage Bankers’ Association
McCall & Almy
McCall & Almy, Inc.
MPC
MSCI
MSRs
Monetary Policy Committee of the Bank of England
MSCI Real Assets (formerly known Real Capital Analytics, or “RCA”)
Mortgage servicing rights
4
Nasdaq
Nasdaq, Inc., formerly known as NASDAQ OMX Group, Inc.
Nasdaq Earn-out
Total consideration received from the sale of eSpeed by BGC Partners to Nasdaq, including $750.0 million in cash
paid upon closing and an earn-out of up to 14,883,705 shares of shares which was paid ratably over 15 years,
provided that Nasdaq, as a whole, produced at least $25.0 million in consolidated gross revenues each year
Nasdaq Forwards
Variable postpaid forward contracts with RBC entered into using an SPV that is a consolidated subsidiary of
Newmark
Nasdaq shares or Nasdaq
payment
The shares of common stock of Nasdaq which remained payable by Nasdaq in connection with the Nasdaq
Monetization Transactions, the right to which BGC Partners transferred to Newmark in connection with the
Separation
Nasdaq Monetization
Transactions
The sale on June 28, 2013, of eSpeed by BGC Partners to Nasdaq, in which the total consideration paid or payable
by Nasdaq included the Nasdaq Earn-out
Newmark
Newmark & Co.
Newmark Group, Inc., and where applicable, its consolidated subsidiaries. Also referred to as the “Company,”
“we,” “us,” or “our.”
Newmark & Company Real Estate, Inc., which for the purposes of this document is defined as all of the companies
acquired by BGC Partners on October 14, 2011. Comparisons in this document to our 2011 revenues are based on
unaudited full year 2011 revenues for Newmark & Co.
Newmark Common Stock
Newmark Class A common stock and Newmark Class B common stock, collectively
Newmark Class A common
stock
Newmark Class B common
stock
Newmark Class A common stock, par value $0.01 per share
Newmark Class B common stock, par value $0.01 per share
Newmark Entity Group
Newmark, Newmark Holdings, Newmark OpCo and their respective consolidated subsidiaries, collectively
Newmark Holdings
Newmark Holdings, L.P., which is owned jointly by Newmark, Cantor, Newmark’s employee partners and other
partners
NHL
Newmark Holdings Limited
Newmark Holdings limited
partnership agreement
Newmark IPO
Amended and Restated Agreement of Limited Partnership of Newmark Holdings, dated as of December 13, 2017
The initial public offering of 23 million shares of Newmark Class A common stock at a price of $14.00 per share in
December 2017
Newmark OpCo
Newmark Partners, L.P., an operating partnership, which is owned jointly by Newmark and Newmark Holdings and
holds the businesses of Newmark
Newmark OpCo Preferred
Investment
On June 18, 2018 and September 26, 2018, Newmark OpCo issued approximately $175.0 million and $150.0
million of EPUs, respectively, in private transactions to RBC
Newmark Research
A Newmark service providing insightful real estate market reports and analysis to our professionals and clients
Newmark Revolving Loans Certain loans that Cantor has agreed to make from time to time to Newmark pursuant to the First Cantor Credit
Agreement Amendment in an aggregate outstanding principal amount of up to $150.0 million, on substantially the
same terms as other loans under such agreement, except that until April 15, 2024, the Newmark Revolving Loans
will bear interest at a rate equal to 25 basis points less than the interest rate borne by the revolving loans made
pursuant to the Credit Facility
Newmark S11
Newmark S11 Holdings, LLC
NOL
N Units
Net operating loss
Non-distributing partnership units of Newmark Holdings that may not be allocated any item of profit or loss, and
may not be made exchangeable into shares of Class A common stock, including NREUs and NPSUs
5
OECD
Organisation for Economic Co-operation and Development
Official Bank Rate
The rate the Bank of England charges banks and financial institutions for loans with a maturity of one day
OMSRs
Open Realty
Originated mortgage servicing rights
Open Realty Advisors, LLC and Open Realty Properties, LLC, which operate together as a retail real estate
advisory firm
Preferred Distribution
Allocation of net profits of BGC Holdings or Newmark Holdings to holders of Preferred Units, at a rate of either
0.6875% (i.e., 2.75% per calendar year) or such other amount as set forth in the award documentation
Preferred Units
Preqin
Producers
Preferred partnership units in Newmark Holdings or, prior to the closing of the Corporate Conversion, BGC
Holdings, such as PPSUs, which are settled for cash, rather than made exchangeable into shares of Class A
common stock, are only entitled to a Preferred Distribution, and are not included in BGC’s or Newmark’s fully
diluted share count
Preqin Ltd
Customer-facing, revenue-generating professionals, including brokers, salespersons, front-office personnel, and
originators, who are directly compensated based wholly or in part on the revenues they contribute to generating,
revenue-generating professionals, including brokers, salespersons, front-office personnel, and originators
RBC
Royal Bank of Canada
Real Estate LP
CF Real Estate Finance Holdings, L.P.
Recurring revenues
REIT
RSUs
SEC
Securities Act
Separation
Includes all pass through revenues, as well as fees from Newmark’s servicing business, GCS, Property
Management, its flexible workspace platform, and V&A, as well as Spring11
Real estate investment trust
BGC or Newmark restricted stock units, paid or payable in shares of BGC Class A common stock or Newmark
Class A common stock, respectively, held by certain employees of BGC or Newmark and other persons who have
provided services to BGC or Newmark, or issued in connection with certain acquisitions
U.S. Securities and Exchange Commission
Securities Act of 1933, as amended
Principal corporate transactions pursuant to the Separation and Distribution Agreement, by which the BGC Entity
Group transferred to the Newmark Entity Group the assets and liabilities of the BGC Entity Group relating to
BGC’s real estate services business, and related transactions, including the distribution of Newmark Holdings units
to holders of units in BGC Holdings and the assumption and repayment of certain BGC indebtedness by Newmark
Separation and Distribution
Agreement
The Separation and Distribution Agreement entered into prior to the completion of the Newmark IPO by Cantor,
Newmark, Newmark Holdings, Newmark OpCo, BGC Partners, BGC Holdings, BGC U.S. Opco and, for certain
limited purposes described therein, BGC Global Holdings, L.P., dated December 13, 2017, as amended from time
to time, and as amended on November 8, 2018 and amended and restated on November 23, 2018
Signature
Signature Bridge Bank, N.A.
Signature transactions
On October 2, 2023, the FDIC, in its capacity as receiver for Signature closed on the sale of approximately $16.6
billion of capital commitment facilities made by Signature to private equity funds, which represented Signature’s
banking loan portfolio. On December 15, 2023, the FDIC announced the completion of the sale of approximately
$33 billion of the Signature commercial real estate loan portfolio, representing the final transaction for the
Signature loan portfolio. Newmark served as the exclusive advisor to the FDIC for the sale of the Signature loan
portfolio
SOFR
SPAC
Secured Overnight Financing Rate
Special purpose acquisition company
6
Spin-Off
Spring11
SPV
Standing Policy
TAM
TDRs
Total debt
Tradeweb
U-3
U.K.
The pro rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Partners to its
stockholders of all of the shares of Newmark Common Stock owned by BGC Partners immediately prior to the
effective time of the Spin-Off, completed on November 30, 2018
Spring11 Holdings, LP
Special purpose vehicle
In March 2018, Newmark’s Compensation Committee and Audit Committee approved Mr. Lutnick’s right, subject
to certain conditions, to accept or waive opportunities offered to other executive officers to monetize or otherwise
provide liquidity with respect to some or all of their limited partnership units of Newmark Holdings or to accelerate
the lapse of or eliminate any restrictions on equity awards
Total addressable market
Troubled debt restructurings
Newmark’s quarterly volumes from mortgage brokerage and GSE/FHA originations together
Tradeweb Markets, Inc.
The number of unemployed individuals as a percentage of the entire labor force; considered the official
unemployment rate by the U.S. Department of Labor
United Kingdom
U.S. GAAP or GAAP
Generally Accepted Accounting Principles in the United States of America
UBT
V&A
Working Partners or
Newmark Holdings
Working Partners
Unincorporated Business Tax
Valuation and Advisory
The individuals who became limited partners of Newmark Holdings in connection with the Separation and who
held BGC Holdings working partner interests immediately prior to the Separation, and certain individuals who
became or become limited partners of Newmark Holdings from time to time from and after the Separation and who
provide services to the Newmark Entity Group
7
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as
“may,” “will,” “should,” “estimates,” “predicts,” “possible,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar
expressions are intended to identify forward-looking statements. The information included herein is given as of the filing date of this Annual Report on Form 10-K with
the SEC, and future results or events could differ significantly from these forward-looking statements. Such statements are based upon current expectations that involve
risks and uncertainties. Factors that could cause future results or events to differ from those expressed in these forward-looking statements include, but are not limited
to, the risks and uncertainties described or referenced in this Form 10-K in Part I, Item 1A, Risk Factors, in Part II, Item 7A, Quantitative and Qualitative Disclosures
About Market Risk. Except to the extent required by applicable law or regulation, the Company does not undertake to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
8
The following is a summary of material risks that could affect our business, each of which may have a material adverse effect on our business, financial
condition, results of operations and prospects. This summary may not contain all of our material risks, and it is qualified in its entirety by reference to the more detailed
risk factors set forth in Part I, Item 1A, Risk Factors.
RISK FACTOR SUMMARY
• General conditions in the economy, commercial real estate market and the banking sector (including perceptions of such conditions) can have a material
adverse effect on our business, financial condition, results of operations and prospects.
Interest rate increases in response to inflation rates may have a material negative impact on our businesses.
•
• We operate in a highly competitive industry with numerous competitors, some of which may have greater financial and operational resources than we do.
• We may pursue opportunities including strategic alliances, acquisitions, dispositions, joint ventures or other growth opportunities (including hiring new brokers
and other professionals), which could present unforeseen integration obstacles or costs and could dilute our stockholders. We may also face competition in our
acquisition strategy, and such competition may limit such opportunities.
• We are and we will continue to be exposed to political, economic, legal, regulatory, operational and other risks, including with respect to the outbreak of
•
•
•
hostilities or other instability, inherent in operating in foreign countries.
The long-term effects of the COVID-19 pandemic continue to significantly disrupt and adversely affect the environment in which we and our clients and
competitors operate, including ongoing changes in demand in the commercial real estate services industry.
If we fail to comply with laws, rules and regulations applicable to commercial real estate brokerage, valuation and advisory, mortgage transactions and our
other business lines, then we may incur significant financial penalties.
Changes in relationships with the GSEs and HUD could adversely affect our ability to originate commercial real estate loans through such programs, although
we also provide debt and equity to our clients through other third-party capital sources. Compliance with the minimum collateral and risk-sharing requirements
of such programs, as well as applicable state and local licensing agencies, could reduce our liquidity.
• We may not be able to protect our intellectual property rights or may be prevented from using intellectual property used in our business.
• Malicious cyber-attacks and other adverse events affecting our operational systems or infrastructure, or those of third parties, could disrupt our business, result
in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.
• We may use AI in our business, and challenges with properly managing its use could result in competitive harm, regulatory action, legal liability and brand or
•
reputational harm.
The loss of one or more of our key executives, the development of future talent, and the ability of certain key employees to devote adequate time and attention
to us are a key part of the success of our business, and failure to continue to employ and have the benefit of these executives may adversely affect our
businesses and prospects.
• Declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on our business, financial
condition, results of operations and prospects.
• We have debt, which could adversely affect our ability to raise additional capital to fund our operations and activities, limit our ability to react to changes in the
economy or the commercial real estate services industry, expose us to interest rate risk, impact our ability to obtain favorable credit ratings and prevent us from
meeting or refinancing our obligations under our indebtedness, which could have a material adverse effect on our business, financial condition, results of
operations and prospects.
• We may be required to pay Cantor for a significant portion of the tax benefit relating to any additional tax depreciation or amortization deductions we claim as
a result of any step up in the tax basis of the assets of Newmark OpCo resulting from exchanges of interests held by Cantor in by Newmark Holdings for our
common stock.
• We are a holding company, and accordingly we are dependent upon distributions from Newmark OpCo to pay dividends, taxes and indebtedness and other
•
expenses and to make repurchases.
Reductions in our quarterly cash dividend and corresponding reductions in distributions by Newmark Holdings to its partners may reduce the value of our
common stock and the attractiveness of our equity-based compensation and limit the ability of our partners to repay employee loans.
9
• We are controlled by Cantor. Cantor’s interests may conflict with our interests, and Cantor may exercise its control in a way that favors its interests to our
•
detriment, including in competition with us for acquisitions or other business opportunities.
Purchasers of our Class A common stock, as well as existing stockholders, may experience significant dilution as a result of sales of shares of our Class A
common stock by us, and the perception that such sales could occur, may adversely affect prevailing market prices for our stock.
• Ongoing scrutiny and changing expectations from stockholders with respect to the Company’s corporate responsibility or ESG practices may result in
additional costs or risks.
• We face increasing financial, regulatory, and transitional risks associated with the effects of climate change.
10
ITEM 1. BUSINESS
PART I
Throughout this document Newmark Group, Inc. is referred to as “Newmark” and, together with its subsidiaries, as the “Company,” “we,” “us,” or “our.”
Our Business
Newmark is a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers.
We offer a diverse array of integrated services and products designed to meet the full needs of our clients.
Our investor/owner services and products include:
•
•
•
•
•
•
•
•
•
•
capital markets, which consists of investment sales and commercial mortgage brokerage (including the placement of debt, equity raising, structured
finance, and loan sales on behalf of third parties);
landlord (or agency) leasing;
valuation and advisory;
property management;
our leading commercial real estate technology platform and capabilities;
business rates for U.K. property owners;
due diligence, consulting and other advisory services;
GSEs and FHA lending, including multifamily lending and loan servicing;
limited loan servicing and asset management; and
flexible workspace solutions for owners.
Our corporate or occupier services and products include:
tenant representation leasing;
•
• GCS, which includes real estate, workplace and occupancy strategy, corporate consulting services, project management, lease administration and
facilities management;
business rates for U.K. occupiers; and
flexible workspace solutions for occupiers.
•
•
Our goal is to lead with extraordinary talent, data, and analytics, which together allow us to provide strategic and specialized advice. This combination enables
our revenue-generating employees, including brokers, originators, and other customer-facing professionals to be highly productive and to help clients increase their
efficiency and profits while optimizing their real estate portfolios. Our goal is also to continue recruiting and retaining the greatest talent in the industry and to be
recognized as the leading advisor in commercial real estate services.
We have 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. For the year ended December 31, 2023, we generated revenues of approximately $2.5 billion, primarily from commissions on leasing and
capital markets transactions, consulting and technology user fees, property and facility management fees, and mortgage origination and loan servicing fees. Our
revenues are widely diversified across service lines, geographic regions and clients, with our top 10 clients accounting for approximately 11.1% of our total revenue on
a consolidated basis for the year ended December 31, 2023.
As of December 31, 2023, we had nearly 7,000 employees in approximately 140 offices in 120 cities. The expenses of approximately 1,150 of those employees
are partially or fully reimbursed by clients, mainly in our property management and GCS businesses. In addition, and as of this same date, Newmark has licensed its
name to certain independently owned commercial real estate providers that we consider business partners, with more than 430 employees of such business partners
operating out of 25 offices in various locations where Newmark does not operate.
Newmark’s History
Newmark was founded in New York City in 1929, with an emphasis on local investor/owner and occupier services and products and became known for having
dedicated, knowledgeable, and client-focused advisors/intermediaries. Our acquisition
11
by Cantor Fitzgerald’s subsidiary BGC in 2011 and its subsequent investments in our business contributed to Newmark’s strong growth. From that time until we spun
off from BGC in November 2018, we embarked on a rapid expansion throughout North America encompassing nearly all key business lines in the commercial real
estate services sector, which included the acquisition of Berkeley Point Financial LLC in 2017. We believe our long-term growth has been a result of our management
team’s strong understanding of commercial real estate as an asset class, long-term vision and deep relationships with users and owners, our strong culture of innovation
and collaboration, our ability to adapt to the evolving market and to shifts in the demand for our services, and our proven track record of attracting and retaining the
industry’s best talent.
Between 2011 and 2023, we increased our total revenues by a CAGR of 22%. Based on reported results, we believe that our improvement was greater than the
average for our publicly traded commercial real estate services peers listed in the U.S. that have reported revenues over this period, as of February 27, 2024.
Due to this long-term record of growth, we are now a top commercial real estate services platform in the United States with a rapidly expanding international
footprint.
During 2021, we ended our affiliation with Knight Frank LLP and accelerated our global growth plans. In 2022, we acquired BH2, a leading London-based
real estate advisory firm and in 2023, we acquired Gerald Eve, a U.K. based full service advisory firm. Furthermore, over the past three years, we announced the
addition of industry-leading international professionals in GCS, leasing, capital markets, and V&A. As a result, nearly 13% of our revenues were generated outside of
the U.S. in 2023, compared with 7% in 2022 and less than 1% in 2017. Our global strategy involves adding to or growing our presence in certain key international
markets in Europe, Asia, and the Americas, while partnering with local companies in other markets. We also expect to continue bolstering our presence in the U.S.
Our Services
Newmark offers a diverse array of integrated services designed to meet the full needs of both real estate investors/owners and occupiers. We believe our
technological advantages, industry-leading talent, deep and diverse client relationships and suite of complementary services allow us to actively cross-sell our services
and drive margins.
Real Estate Investor/Owner Services and Products
Capital Markets. We offer a broad range of capital markets services, including investment sales and mortgage brokerage (which includes debt and equity
placement, fundraising, and recapitalization) of individual assets, portfolios and operating companies. We match capital providers with capital users. Our capital
markets professionals have deep relationships with investors and capital sources of various composition, including government sponsored agencies, insurance
companies, pension funds, real estate investment trusts, private funds, private investors, developers and construction firms.
Landlord (or “Agency”) Representation Leasing. We understand the nuanced needs of corporate, institutional, family and entrepreneurial property owners, and
develop customized leasing strategies to help them attract and maintain the right tenants. Armed with both on-the-ground intelligence and comprehensive data, we help
landlords find opportunities and make sound decisions. From strategic planning to property and asset management, we believe that our seamless services deliver
increased revenue and enhanced value for our clients.
V&A. Our V&A professionals execute projects of nearly every size and type, from single properties to large portfolios, existing and proposed facilities, and
mixed-use developments across the spectrum of asset classes. Clients include banks, pension funds, equity funds, REITs, insurance companies, developers,
corporations, and institutional capital sources. These institutions utilize the advisory services we provide in their loan underwriting, construction financing, portfolio
analytics, feasibility determination, acquisition structures, litigation support, property tax, and financial reporting.
Property Management. We provide property management services on a contractual basis to owners and investors in office (including medical and life sciences
offices), industrial and retail properties. Property management services include building operations and maintenance, vendor and contract negotiation, project oversight
and value engineering, labor relations, property inspection/quality control, property accounting and financial reporting, cash flow analysis, financial modeling, lease
administration, due diligence and exit strategies. We have an opportunity to grow our property management contracts in connection with our other businesses, including
higher-margin leasing or capital markets. These businesses also give us better insight into our clients’ overall real estate needs.
12
U.K. Business Rates Services. Gerald Eve has a strong foundation of expertise in business rates, which is a property tax that is payable with respect to all
commercial properties in the U.K. This tax is based on government valuations that are reassessed every three years. The owner of each property has a right to challenge
the level of value assessed on their premises. Gerald Eve has delivered a significant amount of savings for its investor and owner clients since 2017. As part of this
service, we manage rate payments and process a significant amount of liabilities annually. Our success is underpinned by the deep knowledge our business rates team
has of property sectors, property cases, market movements, and complex legislative procedures. We currently advise over 40 of the companies listed on the FTSE 100
and are an established market leader in the U.K. with over 2,000 corporate clients. This business provides valuable connectivity to many of our other service lines and
generates a solid stream of recurring and predictable revenues.
Leading Commercial Real Estate Technology Platform and Capabilities. Investing in digital solutions has become imperative and we remain dedicated to
creating customer-centric technology that optimizes our business methods while keeping our workforce and clients safe. Our multi-faceted real estate database
continues to grow, as does our commitment to providing innovative, value-added technological solutions across our service lines, which enables our professionals to
provide clients with data-driven advice and analytics with expediency. Our solutions are designed to increase operational efficiency, realize additional income, and/or
generate cost savings for our professionals and clients.
Due Diligence, Consulting, Advisory Services and Other Services. We provide commercial real estate due diligence consulting and advisory services to a
variety of clients, including lenders, investment banks and investors. Our core competencies include underwriting, modeling, structuring, due diligence, and asset
management. We also offer clients cost-effective and flexible staffing solutions through both on-site and off-site teams. We believe this business line and other non-
brokerage services we offer give us additional ways to cross-sell services and add value to our clients.
GSE/FHA Services
Lending. We operate a leading commercial real estate finance company focused on the origination and sale of multifamily and other related commercial real
estate loans through government-sponsored and government-funded loan programs, as well as the servicing of loans originated by it and third parties. We participate in
loan origination, sale, and servicing programs operated by two GSEs, Fannie Mae and Freddie Mac. We also originate, sell and service loans under HUD FHA
programs, and are an approved MAP and HUD LEAN lender, as well as an approved Ginnie Mae issuer.
Through HUD’s MAP and LEAN Programs, we provide construction and permanent loans to developers and owners of multifamily housing, affordable
housing, senior housing and healthcare facilities. We are one of 25 approved lenders that participate in the DUS program and one of 22 lenders approved as a Freddie
Mac seller/servicer. As a low-risk intermediary, we originate loans guaranteed by government agencies or entities and pre-sell such loans prior to transaction closing.
We have established a strong credit culture over decades of originating loans and remain committed to disciplined risk management from the initial underwriting stage
through loan payoff.
Loan Servicing and Asset Management. In conjunction with our origination services, we sell the loans that we originate under GSE and FHA programs and
retain the servicing of those loans. Our GSE/FHA loan servicing portfolio provides a stable, predictable recurring stream of revenue to us over the life of each loan. The
typical multifamily loan that we originate and service under these programs is either fixed or variable rate and includes significant prepayment penalties. These
structural features generally offer prepayment protection and provide more stable, recurring fees. In addition to our GSE/FHA portfolio, we also offer limited and
special servicing as well as asset management for a wide range of commercial and multifamily loans.
Our servicing operations are rated by Fitch, S&P, and Kroll for commercial loan primary and special servicing and consist of a team of professionals dedicated
to primary, limited, and special servicing and to asset management. These professionals focus on financial performance and risk management to anticipate potential
property, borrower, or market issues. Portfolio management conducted by these professionals is not only a risk management tool, but also leads to deeper relationships
with borrowers, resulting in continued interaction with borrowers over the term of the loan, and potential additional financing opportunities.
Additional information regarding our key GSE/FHA lending channels:
•
Fannie Mae. As one of 25 lenders under the Fannie Mae DUS program, we are a multifamily approved seller/servicer for conventional, affordable and
senior loans that satisfy Fannie Mae’s underwriting and other eligibility requirements. Fannie Mae has delegated to us responsibility for ensuring the loans
originated under the Fannie Mae DUS program satisfy the underwriting and other eligibility requirements established from time to time by
13
•
•
Fannie Mae. In exchange for this delegation of authority, we share up to one-third of the losses that may result from a borrower’s default. All of the Fannie
Mae loans we originate are sold, prior to loan funding, in the form of a Fannie Mae-insured security to third-party investors. We service all loans we
originate under the Fannie Mae DUS program.
Freddie Mac. We are one of 22 Freddie Mac multifamily approved seller/servicer for conventional, affordable and senior loans that satisfy Freddie Mac’s
underwriting and other eligibility requirements. Under the program, we submit the completed loan underwriting package to Freddie Mac and obtain
Freddie Mac’s commitment to purchase the loan at a specified price after closing. Freddie Mac ultimately performs its own underwriting of loans we sell
to Freddie Mac. Freddie Mac may choose to hold, sell or, as it does in most cases, later securitize such loans. We do not have any material risk-sharing
arrangements on loans sold to Freddie Mac under the program. We also generally service loans we originate under this Freddie Mac program.
HUD/Ginnie Mae/FHA. As an approved HUD MAP and HUD LEAN lender and Ginnie Mae issuer, we provide construction and permanent loans to
developers and owners of multifamily housing, affordable housing, senior housing and healthcare facilities. We submit a completed loan underwriting
package to FHA and obtain FHA’s firm commitment to insure the loan. The loans are typically securitized into Ginnie Mae securities that are sold, prior to
loan funding, to third-party investors. Ginnie Mae is a United States government corporation in HUD. Ginnie Mae securities are backed by the full faith
and credit of the United States. In the event of a default on a HUD insured loan, HUD will reimburse approximately 99% of any losses of principal and
interest on the loan and Ginnie Mae will reimburse the majority of remaining losses of principal and interest. The lender typically is obligated to continue
to advance principal and interest payments and tax and insurance escrow amounts on Ginnie Mae securities until the HUD mortgage insurance claim has
been paid and the Ginnie Mae security is fully paid. We also generally service all loans we originate under these programs.
• Warehouse Loan Agreements. We finance our loan originations under GSE programs through collateralized financing agreements in the form of warehouse
loan agreements with multiple lenders with an aggregate commitment as of December 31, 2023 of $1.5 billion, an aggregate of $1.1 billion of
uncommitted warehouse lines with two lenders, and an uncommitted $400 million Fannie Mae loan repurchase facility. As of December 31, 2023 and
December 31, 2022, we had collateralized financing outstanding of approximately $498.6 million and $137.4 million, respectively. Collateral includes the
underlying originated loans and related collateral, the commitment to purchase the loans, and credit enhancements from the applicable GSE or HUD. We
typically complete the distribution of the loans we originate within 30 to 60 days of closing. Proceeds from the distribution are applied to reduce
borrowings under the warehouse loan agreements, thus restoring borrowing capacity for further loan originations under GSE programs.
•
Flexible Workspace Provider. We offer amenity-rich and flexible work environments across a network of offices located primarily in Europe and North
America, including through Knotel and Deskeo. We make smart, city-dependent choices with buildings that serve investors and owners of real estate by
providing a bespoke solution with world-class amenities.
Real Estate Corporate or Occupier Services and Products
Tenant Representation Leasing. We represent commercial tenants in virtually all aspects of the leasing process (often in conjunction with GCS), including
space acquisition and disposition, strategic planning, site selection, financial and market analysis, economic incentives analysis, lease negotiations, lease auditing and
project management. We assist clients by defining space requirements, identifying suitable alternatives, recommending appropriate occupancy solutions, negotiating
lease and ownership terms with landlords and minimizing real estate costs and associated risks for clients through analyzing, structuring and negotiating business and
economic incentives, as well as advising on relevant sustainability and environmental issues. Fees are typically based on a percentage of the total financial
consideration of the lease commitment for executed leases and are generally earned when a lease is signed. In many cases, landlords are responsible for paying the fees.
We use innovative technology and data to provide tenants with an advantage in negotiating leases, which has contributed to our market share gains.
Global Corporate Services. GCS is our consulting and outsourcing services business that focuses on reducing occupancy expenses and improving efficiency
for corporate real estate occupiers, with significant, often multi-national presences. We provide beginning-to-end corporate real estate solutions for clients. GCS strives
to make its clients more effective by optimizing real estate usage, managing overall corporate footprint expenses, and improving workflow and human capital efficiency
through large scale data analysis and our industry-leading technology.
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We provide real estate strategic consulting services to our clients, including Fortune 500 and Forbes Global 2000 companies, owner-occupiers, government
agencies, as well as organizations in healthcare and higher education. We also provide enterprise asset management information consulting and technology solutions
which can yield cost-savings for our GCS business’s client base. Our consulting services include financial integration, asset and portfolio strategy, location strategy and
optimization, workplace strategies, energy and sustainability, workflow and business process improvement, merger and acquisition integration and industrial consulting.
Fees for these services are on a negotiated basis and are often part of a multi-year services agreement. Fees may be contingent on meeting certain financial or savings
objectives with incentives for exceeding agreed upon targets.
We believe that GCS provides us with a unique lens into commercial real estate and offers ways to win business across multiple business lines. Whether a
client currently manages its real estate function in-house (insource) or has engaged an external provider (outsource), GCS aims to create value by securing accounts that
are first generation outsourced or by gaining outsourced market share. GCS often provides us with recurring and/or contractual revenue streams when it enters into
multi-year contracts for ongoing services, such as project and facilities management and real estate and lease administration over the course of the contract.
For the past 15 years, the International Association of Outsourcing Professionals has named Newmark to The Best of The Global Outsourcing 100®, which
identifies the world’s best outsourcing providers across all industries.
Additional information about our GCS platform:
• Workplace and Occupancy Strategy. Our workplace strategy and human experience team includes real estate strategists, architects, financial analysts, change
managers, and subject matter experts with experience in the components of a successful workplace. We focus on the people, place and process aspects that
drive performance. We work with clients to make the experience of going to work more engaging, supportive, and productive by inspiring people through
meaningful placemaking. Our clients include leading corporations who are increasingly rethinking their approach to the workplace. They are motivated by a
variety of factors — including making their people happier, safer and healthier, driving organizational change and re-alignment, and being more effective with
their real estate and technology investments. Our team leverages workplace strategies to tailor environments where employees want to come to work,
participate and perform.
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Energy and Sustainability Services. Our Energy and Sustainability Services team aims to help management services clients lower energy costs, increase net
operating income and support responsible corporate stewardship, and include: calibration of outside air/demand control ventilation, energy procurement,
Energy Star management, enhanced air filtration and indoor air quality upgrades, electrical demand lightning, electrical load curtailment (demand response),
EV charging stations, LED lighting upgrades, Leadership in Energy and Environmental Design certification, renewable energy and utility data management
and benchmarking.
Technology. GCS has upgraded and improved upon various technologies offered in the real estate industry, combining our technological specialties and our
creative core of development within our GCS platform.
Project Management. We provide a variety of services to tenants and owners of self-occupied spaces. These include conversion management, move
management, construction management and strategic occupancy planning services. These services may be provided in connection with a tenant representation
lease or on a contractual basis across a corporate client’s portfolio. Fees are generally determined on a negotiated basis and earned when the project is
complete.
Real Estate and Lease Administration. We manage leases for our clients for a fee, which is generally on a per lease basis. We also perform lease audits and
certain accounting functions related to the leases. Our lease administration services include critical data management, rent processing and rent payments. These
services provide additional insight into a client’s real estate portfolio, which allows us to deliver significant value back to the client through the provision of
additional services, such as tenant representation, project management and consulting assignments, to minimize leasing and occupancy costs. For large
occupier clients, our real estate technology enables them to access and manage their complete portfolio of real estate assets. We offer clients a fully integrated
user-focused technology product designed to help them efficiently manage their real estate costs and assets.
Facilities Management. We manage a broad range of properties on behalf of users of commercial real estate, including headquarters, facilities and office space,
for a broad cross section of companies including Fortune 500 and Forbes Global 2000 companies. We can manage the day-to-day operations and maintenance
for urban and suburban
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commercial properties of most types, including office, industrial, data centers, healthcare, life sciences, retail, call centers, urban towers, suburban campuses,
and landmark buildings. Facilities management services may also include facility audits and reviews, energy management services, janitorial services,
mechanical services, bill payment, maintenance, project management, and moving management. While facility management contracts are typically three to
five years in duration, they may be terminated on relatively short notice periods.
U.K. Business Rates Services. Gerald Eve has a strong foundation of expertise in business rates, which is a property tax that is payable with respect to all
commercial properties in the U.K. This tax is based on government valuations that are reassessed every three years. The occupier of each property has a right to
challenge the level of value assessed on their premises. Gerald Eve has delivered a significant amount of savings for its occupier clients since 2017. As part of this
service, we manage rate payments and process a significant amount of liabilities annually. Our success is underpinned by the deep knowledge our business rates team
has of property sectors, property cases, market movements, and complex legislative procedures. We currently advise over 40 of the companies listed on the FTSE 100
and are an established market leader in the U.K. with over 2,000 corporate clients. This business provides valuable connectivity to many of our other service lines and
generates a solid stream of recurring and predictable revenues.
Flex Workspace Provider. We offer amenity-rich and flexible work environments across a network of offices located primarily in Europe and North America
including through Knotel and Deskeo. We make smart, city-dependent choices with buildings that serve occupiers of real estate by providing a bespoke solution with
world-class amenities.
Business Partners
In certain smaller U.S. and international markets in which we do not maintain Newmark-owned offices, we have agreements in place to operate on a
collaborative and cross-referral basis with certain independently owned offices in return for contractual and referral fees paid to us and/or certain mutually beneficial
co-branding and other business arrangements. These independent offices are referred to as business partners. We believe these partnerships allow us to provide the best
service to our clients and higher returns to our shareholders, without diluting our focus. These business partners may use some variation of our branding in their names
and marketing materials. These agreements typically take the form of multi-year contracts, and provide for mutual referrals in their respective markets, generating
additional contract and brokerage fees. While we do not derive a significant portion of our revenue from these relationships, they do enable us to seamlessly provide
service to our mutual clients. These business partners give our clients access to additional brokerage professionals with local market research capabilities as well as
other commercial real estate services in locations where the Company does not have a physical presence. The discussion of our financial results and other metrics
reflects only the business owned by us and does not include the results for business partners using some variation of the Newmark name in their branding or marketing.
See “Risks Related to Our Business—Risks Related to Our Commercial Contracts and Arrangements—We may not be able to replace partner offices when affiliation
agreements are terminated, which may decrease our scope of services and geographic reach,” under Part I, Item 1A, Risk Factors.
Industry Trends and Opportunity
We expect the following industry and macroeconomic trends to impact our market opportunity:
Large and Highly Fragmented Market. We estimate that the commercial real estate services industry is a more than $400 billion global revenue market
opportunity. This TAM represents the actual and/or potential revenues that are or could be generated annually by public and private commercial real estate services
firms. We believe that a significant portion of the TAM currently resides with smaller and regional companies offering services like ours. We also believe that a large
percentage consists of real estate services that are performed in-house by owners and occupiers but that could be partially or entirely outsourced. The estimated TAM
also includes businesses in which our public commercial real estate services competitors operate but where Newmark currently does not, such as real estate investment
management. We estimate that less than 20% of the potential revenue in the global commercial real estate services market is currently serviced by the top 10 global
firms (by total revenues), leaving a large opportunity for us to reach clients through superior experience and high-quality service, relative to both our larger competitors
and the significant number of fragmented smaller and regional companies. We believe that clients increasingly value full service real estate service providers with
comprehensive capabilities and multi-jurisdictional reach. We believe this will provide a competitive advantage for us as we have full-service capabilities to service
both real estate owners and occupiers.
Institutional Investor Demand for Commercial Real Estate. Institutions investing in real estate often compare their returns on investments in real estate to
those of alternative asset classes, benchmark sovereign bonds, and investment-grade
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corporate bonds. Even with their recent rise, benchmark interest rates have remained below long-term average historical rates around the world over the past several
years. For example, ten-year U.S. Treasuries averaged just under 6% over the fifty years ended December 31, 2023, compared with approximately 2.3% over the past
five and ten calendar years, 2.9% in 2022, and 4.0% in 2023. From the end of the Great Recession through the first half of 2022, this generally offered investors
appealing spreads between those rates and risk-adjusted total returns for commercial real estate, which attracted significant investment from the portfolios of sovereign
wealth funds, insurance companies, pension and mutual funds, high net worth investors and family offices, and other institutional investors, leading to an increased
percentage of direct and indirect ownership of real estate related assets over time.
Beginning in the second half of 2022 and continuing through 2023, investment and origination volumes in commercial and multifamily real estate declined
significantly from the record levels recorded a year earlier. This was largely due to both the relatively rapid rise in both the absolute level of interest rates and the
increase in overall interest rate volatility as measured by ICE BofA MOVE Index and similar indices as well as widening credit spreads. A large percentage of
commercial real estate investment is financed with debt, and these recent macroeconomic conditions made the financing of deals more challenging. Despite this recent
slowdown in industry-wide activity, over the long term, institutions continue to expect to invest in global real estate. For context, the weighted average target allocation
for all global institutional investors to real estate increased from 5.6% of their overall portfolios in 2010 to 9.6% in 2015 and 10.8% in 2023, according to figures from
an annual survey by Cornell University’s Baker Program in Real Estate and Hodes Weill & Associates. The Cornell survey estimates that the global target allocations
will remain at 10.8% in 2024, which would be consistent with the levels reported for 2022 and 2023 but be nearly double the percentage in 2010. We expect these
relatively high investor allocations to benefit our owner-focused businesses as interest rates and transaction activity normalize. According to recent data from
Bloomberg, economists and futures market participants widely expect major central banks, including the Federal Reserve, to begin lowering short term rates over the
summer of this year. We would expect such a pivot to lead to real estate capital markets activity beginning to accelerate in the second half of 2024 and into 2025.
One indication that investors remain ready to deploy capital toward real estate is the uninvested amounts held by global real estate focused institutions in
closed-end funds. Preqin estimated that there was approximately $405 billion of investible funds held by such institutions as of December 31, 2023, versus $235 billion
in 2015 and $157 billion in 2010. These figures exclude the significant amount of real estate assets held by other types of investors and owners, such as publicly traded
REITs, non-traded REITs, and open-ended core property funds. According to the most recent data from MSCI, total global funds under management by real-estate
focused institutional investors was $13.3 trillion in 2022, while the total size of overall investible real estate market was $19.5 trillion.
We expect industry volumes to bounce back relatively quickly once interest rates stabilize. While the rise in interest rates may be challenging in the short term,
we remain excited about our market position and our future.
Significant Levels of Commercial Mortgage Debt Outstanding and Upcoming Maturities. As of the most recently available data from the MBA, there is
approximately $4.7 trillion in U.S. commercial and multifamily mortgage debt outstanding (excluding loans for acquisitions, development, and construction, as well as
loans collateralized by owner-occupied commercial properties). Of this amount, approximately $2.6 trillion is expected to mature between 2024 and 2028. Refinancing
typically makes up a significant portion of overall industry originations. For context, the MBA states that total U.S. commercial and multifamily originations were $713
billion in 2019, $614 billion in 2020, $891 billion in 2021, and $816 billion in 2022. U.S. origination volumes declined in 2023 to $444 billion, but the MBA projects
that they will resume their long-term growth trend over the following two years. In the intermediate term, we expect the increase in interest rates and generally rising
capitalization rates, as well as the pullback in commercial real estate lending by banks and other traditional lenders, will lead a large and growing percentage of
investors and owners to find alternative solutions, including via the growing share of loans we expect to be originated by alternative lenders such as private credit funds.
We anticipate a significant portion of debt maturities to be resolved not only through refinancing, which should help our mortgage brokerage and origination businesses,
but also through the kinds of more complex and sophisticated restructurings, loan sales, and recapitalizations in which Newmark specializes. Our capital markets clients
have sought, and we believe will continue to seek, our counsel with respect to addressing their related investing and financing needs. We expect our professionals to not
only provide our clients with innovative capital markets solutions, but to offer integrated services from our experts across leasing, V&A, property management, and
other areas of Newmark. By using a collaborative and multidisciplinary approach, we can provide our clients with extensive industry and product expertise along
regional, national, and increasingly global reach across a wide variety of property types.
Steady interest rate environments typically stimulate our capital markets business, where demand is often dependent on attractive all-in borrowing rates versus
expected asset yields. Demand also depends on credit accessibility and general
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macroeconomic trends. As interest rates stabilize, we expect this to increase demand for our origination, investment sales, and mortgage brokerage businesses.
Favorable Multifamily Demographics Driving Growth in Multifamily Originations and Sales. Increasing sales prices for single-family homes relative to
wages, the rise in mortgage rates, relatively low home construction rates over the past decade, an aging population, and immigration to the United States are among the
factors increasing demand for new apartment living in the U.S., as well as for single-family rental housing. We expect these factors to support continued growth for our
multifamily capital markets business, which provides integrated investment sales, mortgage brokerage, GSE/FHA lending, and loan servicing capabilities. We believe
that the combination of these businesses has provided and will continue to have a multiplier effect that drives growth across the Company.
Trend Toward Outsourcing of Commercial Real Estate Services. We estimate that the outsourcing of real estate-related services has reduced both property
owner and tenant costs, which has increased the profitability for those who utilize commercial real estate and spurred additional demand for property. We believe that
the more than $400 billion global revenue opportunity includes a large percentage of companies and landlords that have not yet outsourced their commercial real estate
functions, including many functions offered by our management services businesses. Large corporations are focused on consistency in service delivery and
centralization of the real estate function and procurement to maximize cost savings and efficiencies in their real estate portfolios. This focus tends to lead them to
choose full-service providers like Newmark, where customers can centralize service delivery and maximize cost savings. We expect our GCS and property management
businesses to benefit from the continued growth of outsourcing. For those companies and landlords who do not outsource, we consult with them and offer technology
solutions to facilitate self-management more efficiently. In addition, the COVID-19 pandemic has increased demand among owners and occupiers of commercial real
estate for ways to best manage their property portfolios and maximize the safety and productivity of their workforce. Our GCS business has seen increased demand for
services relevant to these client needs. We believe that our outsourcing, consulting, and technology offerings allow us to engage further with clients and position us for
opportunities to provide additional services to fulfill their needs.
Changing Nature of Office Usage. Since the onset of the COVID-19 pandemic, a large percentage of our occupier clients have begun to examine the best
ways to utilize office space as they seek to attract and retain talent. This has led to occupiers reducing the amount of office space they lease or will lease, particularly in
the technology sector. At the same time, across most industries and regions, older office buildings in less desirable locations (often referred to as “class B” or “class C”
space) have seen reduced demand and lease or sell at significant discount to “class A” space, which are newer, renovated, LEED certified, and have more amenities.
Class A properties not only command historically high prices relative to class B and class C office space, but often at higher absolute prices per square foot than before
the pandemic. This flight to quality has negatively impacted industry capital markets and leasing activity related to class B and class C space.
While it remains to be seen how long these recent trends with respect to office utilization will continue, there are indications that they have recently stabilized.
For example, the Kastle Barometer reported that the physical employee presence percentage remained below 35 for most of 2021, climbed from the low 40s in early
2022 to the high 40s towards the end of 2022, and climbed above 50 for the first time since early 2020 at the end of January 2023. It remained just above 51 as of mid-
December 2023. Separately, the Freespace Index, which measures office attendance in hundreds of buildings globally (based on data collected from over 150,000
motion sensors worldwide), suggested that employees worked in person in mid-December 2023 at approximately 75% of the rate at which they did in 2019 prior to the
COVID-19 pandemic. The comparable percentages of pre-pandemic attendance levels were 71% in Europe, the Middle East, and Africa, and 77% in the Asia-Pacific
region as of December 31, 2023. A year earlier, these percentages were 61%, 59%, and 62%, respectively.
While office attendance has improved, we believe that is unlikely that it will return to pre-pandemic levels in the near or intermediate term. To the extent
occupiers continue to further increase the percentage of employees working in offices, we expect to have additional opportunities for our professionals in tenant
restructuring and portfolio optimization. Our teams are also actively collaborating with clients to differentiate or repurpose underutilized spaces, including with respect
to converting office space into multifamily, life sciences, industrial, or other uses. We also expect the need for flexibility and hybrid workforces to create opportunities
for both our Company-owned flexible workspace business and for our Company to broker leasing transactions involving external flexible workspace platforms.
Our Competitive Strengths
We believe our success has been driven by a unique combination of strategies, including:
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Valuable Market Insight. The notional value of leasing, investments sales, mortgage brokerage, and GSE/FHA origination transactions that we facilitated, as
well as the estimated value of all properties appraised by our V&A business, was approximately $1.7 trillion in 2022 and 2023 combined. We believe that our strong
capital markets, leasing, and V&A businesses provide us with extraordinary and valuable insight across the commercial and multifamily real estate markets.
Expertise and Knowledge. Our comprehensive platform and in-depth knowledge of local, national, and global real estate markets, coupled with our strong
understanding of commercial real estate as an asset class, ability to adapt to the evolving market and to shifts in the demand for our services, and deep relationships with
users and owners empower us to supply an array of solutions for our clients.
Attracting and Retaining Talent. Newmark’s strong culture of innovation, and collaboration has helped us hire and retain a significant number of the
industry’s most talented professionals over the past decade, while encouraging their innovative and entrepreneurial natures and empowering them through our
technology, data analytics, and infrastructure. We believe this makes them better at what they do while strengthening client relationships and enabling our professionals
to deliver higher returns for them. Over the past decade, Newmark has been able to provide full-service capabilities while maintaining a manageable scale and has
gained market share and risen in relevant league table standings across many business lines. We have accomplished this in part by investing in leadership and recruiting
the top performers across our diverse business lines and geographies to our platform. We believe that we will duplicate this success over time as we further expand our
presence outside the U.S.
Historically, we have generated strong cash flows from our business and use those proceeds to invest by adding high profile revenue-generating professionals,
including brokers and originators and other client-facing individuals. Our newly hired producers generally achieve dramatically higher productivity in their second and
third years with the Company, although we incur related expenses immediately. As newly hired producers increase their production, our commission revenue and
earnings growth should accelerate, thus reflecting our strong expected operating leverage.
Culture of Ownership. Our broad-based employee ownership, which was collectively 28% of our fully diluted shares as of December 31, 2023, helps to
recruit and retain our talent, encourages an ownership mindset and shared long-term vision, and promotes cross-selling in an environment where our professionals work
together within and across business lines to productively and creatively solve our clients’ real estate needs. We also believe that this ownership culture serves to align
the interests of employees with those of our bondholders and stockholders.
Flat Organization. Our professionals and clients have open and consistent access to our senior leadership team, in what we believe is a flatter and more
transparent organizational structure than those of our competitors. This cooperative culture aids our flexibility to collaborate across our business practices and markets
to provide world-class client service.
Industry-Leading Revenue per Employee. Newmark’s focus is on higher revenue and higher margin businesses, which we believe helps make our
professionals among the most productive among U.S.-listed full-service peers. For example, we believe Newmark’s total average revenue per employee was more than
80% higher than the average for our U.S.-listed full-service peers in 2022, which is the most recent year for which data is available for all relevant companies.
Acquisitions. We have acquired over 55 companies since 2011, with attractive expected returns across what were then new and/or complementary business
lines. Approximately 58% of our top-line improvement between 2011 and 2022 was due to acquisitions, and we grew the revenues of these acquired companies by an
average of 50% since they became part of our platform. These figures exclude Gerald Eve, as we have not owned it for more than 12 months as of the date of this filing.
Full-Service Capabilities. We provide a fully integrated real estate services platform to meet the needs of our clients and seek to provide beginning-to-end
services when relevant. We lead with capital markets, where we aim to build the number one platform in the U.S., while expanding our investment sales and debt
businesses internationally. We expect this to have a continued multiplier effect on many of our other investor- and owner-focused revenue streams across the Company,
including in GSE/FHA origination and loan servicing, V&A, property management, our underwriting, asset management, and servicing platform, and landlord
representation leasing. We expect this virtuous circle to continue to drive our growth over time. We are also actively cross-selling our occupier-focused services, which
are described above. Today’s clients are focused on consistency of service delivery and centralization of the real estate function and procurement, resulting in savings
and efficiencies, and allowing them to focus on their core competencies. Our target clients increasingly award business to full-service commercial real estate services
firms, a trend which we believe benefits our business over many of our competitors. Additionally, our capabilities afford us an advantage when competing for business
from clients who are outsourcing real estate services for the first time, as well as clients seeking best in class data, industry knowledge, and technology solutions. We
believe our
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comprehensive and collaborative approach to commercial real estate services has allowed our revenue sources to become well-diversified across services and key
markets throughout the U.S., U.K., and increasingly, other global locations.
Opportunity to Grow Domestic and Global Footprint. In 2023, nearly 13% of our revenues were from international sources, while our largest, full-service,
U.S.-listed competitors generated approximately 25% to 45% of their revenues outside the U.S. for the most recent fiscal years reported. We believe that our successful
history of acquiring over 55 companies since 2011 and making profitable hires across our business lines and existing geographies demonstrate our ability to continue to
grow substantially around the globe.
Alignment to Investor Sentiment & Diverse Revenue Mix. We have added companies and talent to our platform that provide services in business lines,
property types and geographies that align with the objectives of our clients and with the changing market for commercial real estate services. We have grown our
revenues in property types such as multifamily, industrial and life sciences, driven by our clients’ desires to expand their investments and operations. Additionally, we
have expanded our services through geographic diversification, growing service offerings in many markets in North America, and more recently, in other markets
globally.
Strong and Diversified Client Relationships. We have long-standing relationships with many of the world’s largest commercial property owners, real estate
developers and investors, and Fortune 500 and Forbes Global 2000 companies. We can provide beginning-to-end solutions for our clients through our management
services offerings. This allows us to generate more recurring and predictable revenues. We generally have multi-year contracts to provide services, including repeatable
transaction work, lease administration, project management, facilities management and consulting. In capital markets, we provide real estate investors and owners with
property management and landlord representation during their ownership and assist them with maximizing their return on real estate investments through investment
sales, debt and equity financing, lending and V&A services and real estate technology solutions. We believe that the many touch points we have with our clients gives
us a competitive advantage in client-specific and overall industry knowledge, and that this has a multiplier effect that drives growth across the Company.
Strong Financial Position to Support High Growth. We generate significant earnings and have a long-term track record of generating strong and consistent
cash flow. We had $164.9 million of cash and cash equivalents and $600 million available under our revolving Credit Facility as of December 31, 2023.
In January of 2024, we closed an offering of $600.0 million aggregate principal amount of 7.500% Senior Notes. The company used the net proceeds to repay
the $420.0 million outstanding under the Delayed Draw Term Loan Credit Agreement and $130.0 million of outstanding revolving debt. We expect to use our strong
balance sheet and future cash flow generation to fuel our future growth.
Employee Ownership and Equity-Based Compensation Yields Multiple Benefits. Unlike many of our peers, virtually all of our key executives and revenue-
generating employees have partnership and/or equity stakes in our Company. This strong emphasis on ownership promotes an entrepreneurial culture that enables us to
attract and retain top producers in key markets and service lines. See “—Human Capital Management.”
Strong and Experienced Management Team. Our management team possesses deep leadership experience and subject matter expertise, benefiting both us and
our clients. Our executive officers comprise a diverse set of individuals with an average of more than 30 years of industry experience. Additionally, our geographic and
business line leadership teams also average more than 30 years of industry experience. Together, these leadership teams represent our flat leadership structure and
robust capabilities in both corporate strategy and production expertise.
Technology and Data Analytics
We recognize the transformative impact of technology on the broader commercial real estate industry and on evolving client expectations. We believe our
technology portfolio, centered around customer needs, empowers our professionals to deliver exceptional real estate experiences and exceptional value. Newmark seeks
to redefine industry standards and to leverage data-driven market, client, and property insights, alongside seamless transaction management and our proven client
servicing capabilities. We believe that our holistic approach to internal data capture and integration with outside data providers can open up new revenue opportunities
across nearly all of our service lines. The tight partnership between Newmark producers and our technology teams should enable cutting-edge solutions and highly
productive technology investments. With a focus on the future and anticipating client needs, we expect this synergy to position our professionals with a competitive
edge, as detailed below.
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Integrated Capital Markets Platform. Our suite of capital markets products, intended for use by our investment sales, debt financing, and debt servicing
personnel, captures critical data, which is then fed into our comprehensive capital markets insights platform. This integration can empower our professionals with
valuable insights into investor, lender, and seller activity.
Newmark’s end-to-end digitization of the loan lifecycle used by our professionals connects pre-screeners, processors, business support, closers, underwriters,
traders, and servicing on one platform. Through standardized workflows, automation, and system integrations, our digital loan underwriting tool is designed to reduce
data input redundancy, improve productivity and accuracy, and reduce cycle times. We believe the integration between our capital markets products creates a
convergence of investment and debt sales, financing, and servicing, harmonizing Newmark’s capital markets platform for operational efficiency.
Newmark’s internal deal management and customer relationship management solution facilitates the entire deal management process from lead generation to
transaction closing. It provides a centralized platform for managing clients and prospects and allows for efficient tracking of investor activity through its transaction
management module. Additionally, the solution integrates full-service conversion opportunities, which may enhance the potential for increased revenue. We believe that
this software streamlines the deal management process for Newmark professionals, capturing pivotal data points from the inception of client interest to the finalization
of deals.
Business Intelligence. Newmark offers internal self-service analytics dashboards that consolidate data from diverse sources, providing our professionals with
valuable insights and intelligence to assist in their business pursuits. Newmark’s GCS technology solution, Newlitic, aggregates and integrates information across an
enterprise’s real estate portfolio into one single platform. A flexible and intuitive tool for commercial real estate professionals, this software offers capabilities for
multiple management reporting needs—including occupancy utilization, portfolio and lease administration, transaction management, capital projects and facilities
management—through customizable web dashboards.
Property Intelligence. Newmark’s interactive site selection intelligence platform offers clients extensive market and property intelligence to aid in their
location decision-making process. By leveraging data visualization, our interactive platform enables clients to make informed decisions based on demographics and
logistics. Our digital tourbook generator, Spaceful, enhances the tour process for our clients through an intuitive mobile user experience. It allows brokerage teams to
collaborate and make real-time adjustments, creating elegant tourbooks with auto-generated maps quickly. This software furthers our commitment to sustainability, by
reducing the need for paper and streamlining collaboration and touring.
Full-Service V&A Product Suite. Newmark’s V&A digital solutions used by our professionals contain extensive repositories of sales data, comparable leases,
and building operating expenses. Use of such datasets is intended to reduce appraisal modeling time while improving report accuracy. Our property management digital
solution used by our professionals is designed to improve visibility into sales pipelines, new business pursuits, service agreements, and vendor management revenue.
Processes are streamlined through centralization, notification automation, and simplified templates. We are committed to empowering our professionals with
customized data and digital solutions intended to improve and optimize the client experience and help drive growth.
AI and Machine Learning. We have begun to implement an AI solution for use by our personnel designed to enable Newmark professionals to improve
efficiencies by unburdening them from time-consuming routine tasks and enabling them to focus on value-add endeavors.
Industry Recognition
As a result of our experienced management team’s ability to skillfully grow the Company, we have become a nationally recognized brand. Over the past several
years, we have consistently won a number of U.S. industry awards and accolades, been ranked highly by third-party sources, and significantly increased our rankings,
which we believe reflects recognition of our performance and achievements. For example:
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Ranked #2 Top Office Brokers, Real Capital Analytics, 2023;
Ranked #2 Top Apartment Brokers, Real Capital Analytics, 2023;
Ranked #2 Top Office Brokers, Real Estate Alert, 2023;
Ranked #2 Top Brokers of Multi-Family Properties, Real Estate Alert, 2023;
Ranked #2 Top Mortgage Banking & Brokerage Firms, Commercial Property Executive, 2024;
Ranked #3 Top Brokers by Investment Volume, Real Capital Analytics, 2023;
Ranked #3 Top CRE Brokerage Firms and #4 Top Sales Firms, Commercial Property Executive, 2023;
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Ranked #4 Top Cross-Border Brokers, Real Capital Analytics, 2023;
Ranked #4 Top Overall Brokers, Real Estate Alert, 2023;
Ranked #4 Top Retail Brokers, Real Estate Alert, 2023;
Ranked #4 Top Brokers of Hotels, Real Estate Alert, 2023;
Ranked Top 5 Fannie Mae multifamily loan servicer (per the MBA), 2023;
Ranked among Freddie Mac’s Top Lenders for 2023 by the agency, including:
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#4 Top Optigo® Lender – by Volume
#4 Top Optigo® Lender – Conventional
#4 Top Optigo® Lender – Student Housing
#5 Top Optigo® Lender – Targeted Affordable Housing;
Ranked among The Global Outsourcing 100® by the International Association of Outsourcing Professionals, 2024, for the 15th consecutive year;
Gerald Eve, a Newmark company, named Property Advisor of the Year by the Educator Investor Awards, 2023; and
IR Magazine Awards - US 2024 nomination for best overall investor relations (small cap).
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Clients
Our clients include a full range of real estate owners, occupiers, tenants, investors, lenders, small and medium size businesses, as well as multi-national
corporations and some of the largest institutional owners of real estate in the world in numerous markets and across multiple property types, including office, retail,
industrial, multifamily, student housing, hotel/lodging, data centers, healthcare, self-storage, land, condominium conversions, subdivisions and special use. Our clients
vary greatly in size and complexity, and include for-profit and non-profit entities, governmental entities and public and private companies.
Sales and Marketing
We seek to develop our brand and highlight its expansive platform while reinforcing our position as a leading commercial real estate services firm in the
United States through national brand and corporate marketing, local marketing of specific business lines and targeted brokerage professional marketing efforts, as
described below.
National Brand and Corporate Marketing. At a national level, we utilize media relations, industry sponsorships, social media, sales collateral and targeted
advertising in trade and business publications to develop and market our brand. We believe that our emphasis on our unique capabilities enables us to demonstrate our
strengths and differentiate ourselves from our competitors. Our multi-market business groups provide customized collateral, website and technology solutions designed
to address specific client needs.
Local Market Expertise and Targeted Brokerage Professional Efforts. On a local level, our offices (including those owned by us and those independently
owned by business partners) have access to tools and templates that provide our revenue-generating professionals with the market knowledge we believe is necessary to
educate and advise clients, and also to bring properties to market quickly and effectively. These tools and templates include proprietary research and analyses, web-
based marketing systems and ongoing communications and training about our depth and breadth of services. Our professionals use these local and national resources to
participate directly in selling to, advising and servicing clients. We provide marketing services and materials to certain business partners as part of an overall agreement
allowing them to use our branding. We also benefit from shared referrals and materials from local offices.
Leading Research Capabilities. We invest in and rely on comprehensive and proprietary research to support and guide the development of real estate and
investment strategy for our clients. Research plays a key role in keeping colleagues attuned to important trends and changing conditions in world markets. We
disseminate this information internally and externally directly to prospective clients and the marketplace through the company website, direct email, and social media.
We believe that our investments in research and technology are critical to establishing our brand as a thought leader and expert in real estate-related matters and provide
a key sales and marketing differentiator.
Intellectual Property
We hold various trademarks, trade dress and trade names and rely on a combination of patent, copyright, trademark, service mark and trade secret laws, as well
as contractual restrictions, to establish and protect our intellectual property rights. We own numerous domain names and have registered numerous trademarks and/or
service marks in the United States and
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foreign countries. We will continue to file additional patent applications on new inventions, as appropriate, demonstrating our commitment to technology and
innovation. Although we believe our intellectual property rights play a role in maintaining our competitive position in a number of the markets that we serve, we do not
believe we would be materially adversely affected by the expiration or termination of our trademarks or trade names or the loss of any of our other intellectual property
rights. Our trademark registrations must be renewed periodically, and, in most jurisdictions, every 10 years.
Competition
We compete across a variety of business disciplines within the commercial real estate industry, including commercial property and facilities management,
owner-occupier, property and landlord representation, property sales, valuation, capital markets (equity and debt) solutions, GSE/FHA lending and loan servicing,
limited servicing and asset management, and special servicing. Each business discipline is highly competitive on a local, regional, national and global level. We also
compete with other large multi-national firms that have similar or overlapping service competencies to ours, including CBRE Group, Inc., Jones Lang LaSalle
Incorporated, Cushman & Wakefield plc, Savills plc, and Colliers International Group, Inc. In addition, more specialized large firms like Marcus & Millichap Inc.,
Eastdil Secured LLC and Walker & Dunlop, Inc. compete with us in certain service lines or property types. Depending on the geography, property type or service, we
compete with other commercial real estate service providers, including outsourcing companies that traditionally competed in limited portions of our real estate
management services business and have recently expanded their offerings. These competitors include companies such as Aramark, ISS A/S, and ABM Industries and
firms that provide flexible office-space solutions, such as IWG PLC and WeWork Inc. From time to time, we also compete with in-house corporate real estate
departments, institutional lenders, insurance companies, investment banking firms, and accounting and consulting firms in various parts of our business. Despite recent
consolidation, the commercial real estate services industry remains highly fragmented and competitive. Although many of our competitors are local or regional firms
that are smaller than us, some of these competitors are more entrenched than us on a local or regional basis.
Seasonality
Due to the strong desire of many market participants to close real estate transactions prior to the end of a typical calendar year, our business exhibits certain
seasonality, with our revenue tending to be lowest in the first quarter and strongest in the fourth quarter. This is particularly true for the industry across leasing, capital
markets, and V&A. For the five years from 2019 through 2023, we generated an average of approximately 22% of our revenues in the first quarter and 29% of our
revenues in the fourth quarter.
Partnership and Equity Overview
We expect many of our key brokerage professionals, salespeople and other professionals to have a substantial amount of their own capital invested in our
business, aligning their interests with those of our stockholders. We control the general partner of Newmark Holdings. The limited partnership interests in Newmark
Holdings consist of: (i) a special voting limited partnership interest held by us; (ii) exchangeable limited partnership interests held by Cantor; (iii) founding/working
partner interests held by founding/working partners; (iv) limited partnership units, which consist of a variety of units that are generally held by employees such as
REUs, RPUs, PSUs, PSIs, PSEs, LPUs, APSUs, APSIs, AREUs, ARPUs and NPSUs; and (v) Preferred Units, which are working partner interests that may be awarded
to holders of, or contemporaneous with, the grant of certain limited partnership units. See “Our Organizational Structure.”
While Newmark Holdings limited partnership interests generally entitle our partners to participate in distributions of income from the operations of our
business, upon leaving Newmark Holdings (or upon any other purchase of such limited partnership interests), any such partners will only be entitled to receive over
time, and provided such partner does not violate certain partner obligations, an amount for their Newmark Holdings limited partnership interests that reflects such
partner’s capital account or compensatory grant awards, excluding any goodwill or going concern value of our business unless Cantor, in the case of the Founding
Partners, and we, as the general partner of Newmark Holdings, otherwise determine. Our partners will be able to receive the right to exchange their Newmark Holdings
limited partnership interests for shares of our Class A common stock (if, in the case of Founding Partners, Cantor so determines and, in the case of working partners and
limited partnership unit holders, we, as the Newmark Holdings general partner, with Cantor’s consent, determine otherwise) and thereby realize any higher value
associated with our Class A common stock. We believe that employee equity ownership creates a sense of responsibility for the health and performance of our business
and a strong incentive to maximize our revenues and profitability. See “—Human Capital Management—Performance-Based and Highly Retentive Compensation
Structure,” “—Our Organizational Structure,” and the information contained under “Risks Related to Our Relationship with Cantor and Its Respective Affiliates”
included in Part I, Item 1A, Risk Factors.
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Regulation
The brokerage of real estate sales and leasing transactions, property and facilities management, conducting real estate valuation and securing debt for clients
and other business lines require that we comply with regulations affecting the real estate industry and maintain licenses in the various jurisdictions in which we operate.
Like other market participants that operate in numerous jurisdictions and in various business lines, we must comply with numerous regulatory regimes.
We could be required to pay fines, return commissions, have a license suspended or revoked, or be subject to other adverse actions if we conduct regulated
activities without a license or violate applicable rules and regulations. Licensing requirements could also impact our ability to engage in certain types of transactions,
change how we conduct business or affect the cost of conducting business. We and our licensed associates may be subject to various obligations, and we could become
subject to claims by regulators and/or participants in real estate sales or other services claiming that we did not fulfill our obligations. This could include claims with
respect to alleged conflicts of interest where we act, or are perceived to be acting, for two or more clients. While management has overseen highly regulated businesses
before and expects us to comply with all applicable regulations in a satisfactory manner, no assurance can be given that it will always be the case. In addition, federal,
state and local laws and regulations impose various environmental zoning restrictions, use controls, and disclosure obligations that impact the management,
development, use and/or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities, as well as mortgage lending availability, with
respect to such properties. In our role as property or facilities manager, we could incur liability under environmental laws for the investigation or remediation of
hazardous or toxic substances or wastes relating to properties we currently or formerly managed. Such liability may be imposed without regard for the lawfulness of the
original disposal activity, or our knowledge of, or fault for, the release or contamination. Further, liability under some of these laws and regulations may be joint and
several, meaning that one of multiple liable parties could be responsible for all costs related to a contaminated site. Certain requirements governing the removal or
encapsulation of asbestos-containing materials, as well as recently enacted local ordinances obligating property or facilities managers to inspect for and remove lead-
based paint in certain buildings, could increase our costs of regulatory compliance and potentially subject us to claims of violations by regulatory agencies or others.
Additionally, under certain circumstances, failure by our brokerage professionals acting as agents for a seller or lessor to disclose environmental contamination at a
property could result in liability to a buyer or lessee of an affected property.
We are required to meet and maintain various eligibility criteria from time to time established by the GSEs and HUD, as well as applicable state and local
licensing agencies, to maintain our status as an approved lender. These criteria include minimum net worth, operational liquidity and collateral requirements, and
compliance with reporting requirements. We also are required to originate our loans and perform our loan servicing functions in accordance with the applicable program
requirements and guidelines from time to time established by the GSEs and HUD. For additional information, see “Risks Related to Our Mortgage Servicing Business
—Changes in relationships with GSEs and HUD could adversely affect our ability to originate commercial real estate loans through such programs, although we also
provide debt and equity to our clients through other third-party capital sources. Compliance with the minimum collateral and risk-sharing requirements of such
programs, as well as applicable state and local licensing agencies, could reduce our liquidity” included in Part I, Item 1A, Risk Factors.
Newmark 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 Newmark’s consolidated financial statements. As of December 31, 2023, Newmark met all capital requirements. As of December 31, 2023,
the most restrictive capital requirement was Fannie Mae’s net worth requirement. Newmark exceeded the minimum requirement by $409.2 million.
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 Freddie Mac allow Newmark to service loans under the Freddie Mac TAH. These agreements require Newmark to pledge sufficient
collateral to meet Freddie Mac’s liquidity requirement of 8% of the outstanding principal of TAH loans serviced by Newmark. As of December 31, 2023, Newmark met
all liquidity requirements.
In addition, as a servicer for Fannie Mae, GNMA and FHA, Newmark is required to advance to investors any uncollected principal and interest due from
borrowers. As of December 31, 2023 and 2022, outstanding borrower advances were approximately $1.6 and $1.3 million, respectively, and are included in “Other
assets” in the accompanying consolidated balance sheets.
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In order to continue our business in our current structure, we and Newmark Holdings must not be deemed investment companies under the Investment
Company Act. We intend to take all legally permissible action to ensure that such entities are not subject to such Act. For additional information, see “Risks Related to
Our Corporate and Partnership and Equity Structure—If we or Newmark Holdings were deemed an “investment company” under the Investment Company Act, the
Investment Company Act’s restrictions could make it impractical for us to continue our business and structure as contemplated and could materially adversely affect our
business, financial condition, results of operations and prospects” included in Part I, Item 1A, Risk Factors.
Human Capital Management
Human Capital Resources. Newmark is an organization built on strong values, employee engagement and ownership. At our core we are committed to
providing our employees with an opportunity to participate in our success. We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance
of our businesses, the experiences of our increasingly diverse employee base, and the level of engagement in the communities in which we operate. We value hard
work, innovation, superior client service, strong ethics and governance, and equal opportunities. Further, philanthropy is woven into our corporate culture. We believe
these values foster sustainable, profitable growth. We strive to be exemplary corporate citizens and honor high ethical principles in our interactions with other
businesses, our employees and the communities in which we live and work. We take corporate social responsibility and sustainability seriously: we want to contribute to
the common good.
Workforce. As of December 31, 2023, we had nearly 7,000 employees in approximately 140 offices in 120 cities. The expenses of approximately 1,150 of
those employees are partially or fully reimbursed by clients, mainly in our property management and GCS businesses. In addition, and as of this same date, Newmark
has licensed its name to certain independently-owned commercial real estate providers we consider business partners, with more than 430 employees of such business
partners operating out of over 25 offices in various locations where Newmark does not operate. As of December 31, 2023, Newmark and our business partners together
operated from approximately 170 offices with over 7,400 professionals across four continents.
We also receive support services from certain employees who also work for Cantor and its affiliates and who provide services to us pursuant to our
Administrative Services Agreement with Cantor and devote some or all of their time to Newmark. Generally, employees are not subject to any collective bargaining
agreements, except approximately 230 employees in the United States, all of whom are employees for which the expenses are fully reimbursed by our clients and for
certain of our employees based in our European offices who are covered by the national, industry-wide collective bargaining agreements relevant to the
countries/sectors in which they work.
Our non-U.S. headcount has grown this year due to growth in our India offshoring operations, the hiring of new international professionals across capital
markets, leasing, V&A and GCS, and the BH2 acquisition. We expect our international headcount to increase as we continue to expand our global operations.
We have invested significantly through acquisitions, technology spending and the hiring of new brokerage professionals, salespeople, managers and other
front-office personnel. The market for these acquisitions has been competitive, and it is expected that these conditions will persist for the foreseeable future. We have
attracted best-in-class professionals to our platform, which is known for scale, technology and expertise.
Human Capital Measures and Objectives. In response to shifting client demands, we seek to also manage our human capital resources as we expand service
offerings and geographies in order to maximize profitability.
Our human capital measures and objectives include those related to employee headcount. During 2023, we saw a decrease in voluntary turnover year-on-year
in all parts of the organization. Our retention rate for our managers, brokers, salespeople, and other revenue-generating personnel improved measurably compared with
2022 reflecting industry trends and the strong retention incentives for our talent.
We continue to invest in the business by adding high profile and talented producers and other revenue-generating professionals. In 2023, we increased such
headcount globally through the acquisition of Gerald Eve as well as selective hiring across capital markets, leasing, V&A and GCS. From a human capital perspective,
we have made some key management hires in these areas in 2023 and expect them to be continued areas of growth in the future.
From time to time, we engage in cost-savings initiatives, including reducing the number of employees to improve margins. In response to market conditions in
2023, we reduced our workforce in areas commensurate with reduced revenue and
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to achieve greater efficiencies. We are also focused on driving margin expansion through the use of technology to improve our workforce’s productivity and
rationalizing our cost structure to drive increased efficiencies and through the use of nearshoring and offshoring where appropriate. As an example of the latter, our
India offshoring operation now consists of over 510 employees in 2023, compared with over 470 in 2022, with plans to grow further in 2024.
Flexible, Safe and Empowering Work Environment. We recognize that the health and well-being of our employees is fundamentally linked to the success of
our organization. Our employees receive safety awareness training via Newmark’s online safety training platform, providing access to over 1,000 courses across three
safety catalogs. We are committed to a culture built around the evolving needs of our talented workforce promoting flexibility, empowerment, and most importantly
safety. As part of this commitment, we proudly offer a comprehensive benefits package crafted to enhance our culture and support the success of our employees, both at
work and home. To facilitate the retention of our employees, we have recently begun providing additional benefits, including a 401(k) match.
Performance-Based and Highly Retentive Compensation Structure. Virtually all of our key executives and producers have equity or partnership stakes in the
Company and its subsidiaries. Generally, they receive deferred equity, limited partnership units or RSUs as part of their compensation. As of December 31, 2023, our
employees and independent contractors, partners, executive officers and directors owned approximately 28% of our equity on a fully diluted basis. We issue limited
partnership units and other forms of equity-based compensation, such as RSUs, which:
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Provide liquidity to our partners and employees over time;
Align the interests of our partners and employees and management with those of common stockholders;
Help motivate and retain key partners and employees; and
Encourage a collaborative culture that drives cross-selling and growth.
The non-exchangeable partnership units held by our partners are subject to forfeiture (such as if the non-compete, confidentiality or non-solicit provisions of
the Newmark Holdings limited partnership agreement are violated), and unvested restricted stock units are subject to service conditions that must be met in order for
them to vest into shares of Newmark common stock. In addition, any partnership amounts paid following termination of service generally are paid over a number of
years to ensure compliance with partner obligations. This compensation structure has proven to be highly retentive, and since 2015, we have retained 94% of our top-
performing producers.
We also enter into various agreements with certain of our employees and partners. Many of these individuals receive loans that may be either wholly or in part
repaid from the proceeds of sales of the employees’ shares of our Class A common stock or distribution earnings that the individual receives on some or all of their
limited partnership units, or that may be forgiven over a period of time. These loans provide incentives and promote entrepreneurship, retention and long-term
engagement.
Compensation Recovery/Clawback Policy. The Company has adopted a compensation recovery (“clawback”) policy for its executive officers effective as of
December 1, 2023, with retroactive applicability to October 2, 2023. The policy applies to compensation received by the company’s executive officers that results from
the attainment of a financial reporting measure based on or derived from financial information (“Incentive-Based Compensation”). The policy provides for the recovery
of Incentive-Based Compensation received by a covered person in the event of an accounting restatement due to material noncompliance with financial reporting
requirements that is in excess of the Incentive-Based Compensation that such person would have received based upon the restated financial reporting measure. The
policy only applies to Incentive-Based Compensation and does not apply to compensation that is purely discretionary or purely based on subjective goals or goals
unrelated to financial reporting measures.
Human Capital and Social Policies and Practices. We are committed to our people, our stockholders and the community as a whole. We have a variety of
programs to incentivize and support our employees, from employee ownership stakes in our Company to comprehensive benefits and training.
Employee Diversity, Inclusion and Equal Opportunity. We are committed to equal opportunity, diversity and other policies and practices that seek to further
our development of a diverse and inclusive workplace. We consider all qualified applicants for job openings and promotions without regard to race, color, religion,
gender, sexual orientation, gender identity, national origin or ancestry, age, disability, service in the armed forces, or any other characteristic that has no bearing on the
ability of employees to do their jobs well. We continue to develop initiatives to support these values and include qualified, diverse candidates in the interview process
for leadership roles.
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We are dedicated to our efforts to achieve pay equity. Our promotion and compensation processes are designed to enable us to treat employees fairly, and our
compensation decisions are differentiated based on performance.
Newmark participates in the Corporate Equality Index, a national benchmarking tool measuring policy, practices and benefits pertinent to lesbian, gay,
bisexual, transgender and queer (LGBTQ+) employees and was named to GlobeSt.’s 2021 Women of Influence ‘Diversity Champion’ list.
Talent remains at the core of who we are as a company, and we remain committed to having a culture built around inclusion, equality and developing a diverse
workforce. We are helping to shape future leaders from a wide variety of backgrounds. We actively participate in various initiatives, including the following:
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The Network of Women (NOW), which supports the recruitment, development, and retention of women across our organization and offers tools to help our
members make new professional contacts, find mentors and develop their careers, with the goal of advancing our businesses and reputation;
The Mortgage Bankers Association’s Path to Diversity Scholarship Program;
Sponsorship of the Summer Enrichment and Analyst Development Programs run by Artemis Real Estate Partners, a female-owned financial firm with a strong
track record in fostering diversity;
The Pace Bridge Program, which provides training in commercial real estate fundamentals and related skills through a Newmark leadership speaker series and
is administered by Project Destined, an education platform with deep experience in training underserved youth;
The National Minority Supplier Diversity Council to incorporate the organization’s 15,000 certified minority suppliers into our supplier bid process;
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• Girl Scouts’ Gender Parity Initiative: Fair Play, Equal Pay®; and
• Other programs that aim to create educational and career opportunities for under-served groups, including, but not limited to:
TEAK Fellowship
Professional Women in Construction
◦ National Association for Industrial and Office Parks Young Professionals Group (SoCal chapter)
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◦ Apex for Youth
◦ USC McMorrow Neighborhood Academic Initiative
◦ HFS Chicago Scholars
We further participate in job fairs and job boards that are focused on reaching a diverse applicant pool. We are also an investor in a commercial real estate
services firm that operates as E Smith Advisors, which is a certified minority-owned business enterprise offering a wide variety of real estate services in the U.S.
Employee Engagement, Communication, Career Management and Training and Development. We are investing in our employees’ long-term development
and engagement by delivering training and development programs and a culture where our people can thrive and maximize their potential. For example, the “Newmark
Next Generation” program is designed to recruit and develop junior sales professionals in our brokerage business, typically comprised of diverse talent. We require
mandatory annual training in workplace respect and inclusion, anti-money laundering, anti-crime, global sanctions, ethics, cyber-security, and harassment, among other
topics. We also provide periodic job-specific and other developmental trainings and support for our employees to maximize their potential, as well as tuition
reimbursement programs to eligible employees.
We provide virtual and in-person leadership training to managers on topics including management effectiveness, communication skills, interview skills,
writing and delivering effective performance evaluations, managing diverse teams, among other. These trainings are supplemented by a comprehensive library of on-
line training courses that managers and employees may access on demand. Finally, our individual business lines offer ongoing learning and development opportunities
tied to deepening the subject matter expertise of their professionals.
The vast majority of our employees have completed workplace harassment training which includes modules on respect, conduct, diversity and inclusion.
Our success depends on employees understanding how their work and engagement contribute to our strategy, culture, values and regulatory environment. We
use various channels to facilitate open and direct communication, including internal calls and meetings with employees, training and policy updates, and our social and
family outings and events.
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Succession Planning and Retention. From time to time, the Board discusses succession planning, including our consideration of succession strategy, the
impact of any potential absence due to illness or leave of certain key executive officers or employees, as well as competing demands on the time of certain of our
executive officers who also provide services to Cantor, BGC and its consolidated subsidiaries from July 1, 2023, and various other ventures and investments sponsored
by Cantor. Our Board also discusses from time to time, as part of its succession planning, engagement and encouragement of future business leaders and the process of
introducing directors to leaders in our business lines, including discussing business strategies and challenges with our existing senior business leaders. The Board may
also discuss short-term succession in the event that certain of the senior executive officers should, on an interim or unexpected basis, become temporarily unable to
fulfill their duties. The Board also considers hiring and retention of leaders required for the changing business landscape and to lead future business lines. Such
individuals could include internal and external candidates. Additionally, we have implemented identification and tracking of diverse candidates as part of our succession
planning efforts and plan to implement development plans for all high-potential successors this year.
We have taken strong steps to ensure the retention of our executive officers, including Messrs. Lutnick, Gosin, and Rispoli, our Executive Chairman, Chief
Executive Officer, and Chief Financial Officer, respectively. The retention bonus agreement entered into with Mr. Lutnick on December 28, 2021, the employment
agreement entered into with Mr. Gosin on February 10, 2023, and the employment agreement entered into with Mr. Rispoli on September 29, 2022, each provide strong
incentives for our key executive officers to continue providing their services to the Company. Mr. Lutnick’s investment of the first tranche of his bonus in our Class A
Common Stock, and the high proportion of equity-based compensation in Messrs. Gosin and Rispoli’s respective employment agreements, further align their interests
with those of our stockholders.
Environmental, Social and Governance/Sustainability Information.
We believe that our ESG policies and practices will create sustainable long-term value for Newmark, our stockholders and other stakeholders, our clients and
our employees while also helping us mitigate risks, reduce costs, protect brand value, and identify market opportunities. As Newmark continues to expand globally, we
expect that our ESG initiatives will add value to our clients and positively impact the communities in which our clients and we operate.
In November 2020, we established a Board-level ESG Committee to provide oversight with respect to our ESG policies and practices. The ESG Committee
charter may be found on our website at www.nmrk.com/esg/governance under the heading “ESG Governance.” With the Board’s and the ESG Committee’s oversight,
we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate
strategy, compensation, disclosure, and goals to maintain and advance long-term value for our investors.
Newmark supports sustainable business practices and is focused on taking the steps necessary to establish a sustainability program both internally and for our
clients. In 2022, we retained a nationally certified women-owned firm to assist our leadership in this endeavor. We also established an ESG Executive Committee,
comprised of key Company executives and other senior leaders, to provide direction for Newmark’s ESG and sustainability progress and initiatives. Their results
include:
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Prioritized industry relevant ESG topics to guide our actions, informed by management, market, employee and investor interests and ESG standards;
Launched an ESG Champions Council made up of hand-selected cross-organizational leaders, to ensure input and incorporation of all our business lines; and
Routinely engaged on ESG topics to drive progress on ESG topics internally.
Our Environmental Focus, Workplace Strategies and Sustainable Business Practices. We are focused on the environment and recognize the importance of
treating our natural resources with the greatest respect, so that they are available to future generations. Building operations have a significant impact on the
environment, and as technology continues to place greater demands on building systems for power and cooling, energy consumption is expected to continue to rise at an
unsustainable rate. As one of the largest commercial real estate service providers in the U.S., we believe it is our responsibility to improve energy efficiency and reduce
energy consumption to protect the environment through continuous improvement of building practices. We understand that sustainable buildings provide a better work
environment, increase building efficiency, and reduce the environmental impact of building operations. We continue to work on these initiatives.
As a responsible business, we are acutely aware of climate change and other major issues affecting the environment. We also understand the impact
commercial real estate can have on the health of the environment. That is why we encourage sustainable building practices and, in our GCS business and property
management assignments, recommend strategies to clients
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to maximize energy efficiency, recycle materials and limit waste. These goals apply to Newmark’s offices as well as to the work we do for our clients, whether in
selecting a location, building out space or managing an asset. In 2022, NHL, formerly NGFK Global Corporate Services LTD, submitted a sustainability assessment
questionnaire to the independent business sustainability ratings firm EcoVadis, which assesses companies across four themes: environment, labor and human rights,
ethics, and sustainable procurement. In this first independent assessment, NHL was awarded a Silver EcoVadis Medal, placing the group in the top 10% of 90,000
companies assessed.
Newmark’s property, facilities and energy/sustainability management teams work internally and with clients to reduce energy demand and carbon emissions.
Newmark is increasingly collecting and measuring environmental data and this data is used to build client strategies around energy efficiency and renewable energy
supply initiatives.
In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives and expect the same from our
vendors and suppliers when doing business with us. As part of this, we are considering how to minimize our future carbon footprint while planning office renovations
and intend to focus our attention in the near term on methods for reducing our greenhouse gas emissions, increasing use of renewable energy, conserving water and
reducing waste generation. Newmark is working with the landlords and property management teams that oversee the buildings we occupy to collect accurate and
actionable energy data. As this data becomes more available, Newmark plans to implement energy efficiency initiatives where possible that will help lower our overall
carbon footprint. We are also investigating the purchase of renewable energy supply where possible in deregulated energy markets. For all newly leased space for
Newmark, we generally consider green lease options and strive to build and operate a sustainable workplace. Newmark occupies over a dozen buildings that are LEED
certified and over 30 that are Energy Star certified. For example, our New York City Headquarters at 125 Park Ave. is in a building that has received U.S. Green
Building Council LEED Gold Certification and is also Energy Star certified.
Environmental Policy and Energy and Sustainable Service Reference Guide. We have a policy with respect to the responsible environmental management of
our operations. We are creating a baseline to understand and minimize the impact that our business has on the environment and have begun to actively search for ways
to reduce our footprint. We are pursuing traditional, as well as new and innovative, methods to achieve our goals. We are seeking to create a culture where
environmental focus is a way of being rather than a secondary consideration. Further information on our policy can be found on our website at
www.nmrk.com/esg/environmental.
Since 2017, Newmark’s Energy and Sustainability Services team has led energy management initiatives for Newmark clients. The team partners with clients to
help identify, develop and manage green building investments, pursue Energy Star certifications, manage their greenhouse gas emissions inventory, and establish long-
term energy conservation measures to help meet their corporate decarbonization and net zero emissions goals. The team utilizes a cloud-based Energy Intelligence
Platform that empowers clients with access to their utility data, offers facility utility bill payment services and manages third-party procurement contracts, which it
integrates with Energy Star reporting. To support our services, we have also developed an Energy and Sustainability Services Reference Guide, available at
www.nmrk.com/storage-nmrk/uploads/documents/Newmark-Energy-and-Sustainability-Services-Guide_2023.pdf, which assists clients and property teams in reducing
the environmental impact of property operations, maintenance and construction associated with real estate assets.
Additional details about our ESG efforts, policies and practices can be found in our 2022 Corporate Responsibility Report and in the ESG portion of our
website at www.nmrk.com/esg. You may also find our Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charters of the committees of our
Board of Directors, Hedging and Pre-Clearance Policy, information about our charitable initiatives and other sustainability and ESG policies and practices on our
website and in the proxy statement for our annual meeting of stockholders. The information contained in such report and on, or accessed through, our website, is not
part of, and not incorporated into, this Annual Report on Form 10-K.
Current Organizational Structure
OUR ORGANIZATIONAL STRUCTURE
Dual Class Equity Structure of Newmark Group, Inc. We have a dual class equity structure, consisting of shares of Newmark Class A common stock and
Newmark Class B common stock. We expect to retain and have no plans to change our dual class structure.
Newmark Class A common stock. Each share of Newmark Class A common stock is generally entitled to one vote on matters submitted to a vote of our
stockholders. As of December 31, 2023, there were 209,578,261 shares of Newmark Class A
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common stock issued and 152,639,359 shares outstanding. As of December 31, 2023, Cantor and CFGM held no shares of Newmark Class A common stock.
Newmark Class B common stock. Each share of Newmark Class B common stock is generally entitled to the same rights as a share of Newmark Class A
common stock, except that, on matters submitted to a vote of our stockholders, each share of Newmark Class B common stock is entitled to 10 votes. The Newmark
Class B common stock generally votes together with the Newmark Class A common stock on all matters submitted to a vote of our stockholders. As of December 31,
2023, Cantor and CFGM held 21,285,533 shares of Newmark Class B common stock, representing all of the outstanding shares of Newmark Class B common stock
and approximately 58.2% of our total voting power.
Shares of Newmark Class B common stock are convertible into shares of Newmark Class A common stock at any time in the discretion of the holder on a one-
for-one basis. Accordingly, if Cantor and CFGM converted all of their shares of Newmark Class B common stock into shares of Newmark Class A common stock,
Cantor and CFGM would collectively hold 12.2% of the voting power in Newmark and the other stockholders of Newmark hold 87.8% of the voting power in
Newmark (and the indirect economic interests in Newmark OpCo would remain unchanged). In addition, if (1) Cantor and CFGM continued to hold shares of Newmark
Class B common stock and (2) Cantor exchanged all of the Newmark Holdings exchangeable limited partnership units held by Cantor for shares of Newmark Class B
common stock, Cantor and CFGM would hold 76.0% of the voting power in Newmark, and the stockholders of Newmark other than Cantor and CFGM would hold
24.0% of the voting power in Newmark.
There are no circumstances under which the holders of Newmark Class B common stock would be required to convert their shares of Newmark Class B
common stock into shares of Newmark Class A common stock. Our Certificate of Incorporation does not provide for automatic conversion of shares of Newmark Class
B common stock into shares of Newmark Class A common stock upon the occurrence of any event.
Partnership Structure of Newmark Holdings and Newmark OpCo. At Newmark Group, Inc., we are a holding company that holds partnership interests as
described below, serves as the general partner of Newmark Holdings and, through Newmark Holdings, acts as the general partner of Newmark OpCo. As a result of our
ownership of the general partnership interest in Newmark Holdings and Newmark Holdings’ general partnership interest in Newmark OpCo, we consolidate Newmark
OpCo’s results for financial reporting purposes.
We hold the Newmark Holdings general partnership interest and the Newmark Holdings special voting limited partnership interest, which entitle us to remove
and appoint the general partner of Newmark Holdings and serve as the general partner of Newmark Holdings, which entitles us to control Newmark Holdings.
Newmark Holdings, in turn, holds the Newmark OpCo general partnership interest and the Newmark OpCo special voting limited partnership interest, which entitle
Newmark Holdings to remove and appoint the general partner of Newmark OpCo, and serve as the general partner of Newmark OpCo, which entitles Newmark
Holdings (and thereby us) to control Newmark OpCo. In addition, as of December 31, 2023, we directly held Newmark OpCo limited partnership interests consisting of
approximately 176,777,616 units representing approximately 70.1% of the outstanding Newmark OpCo limited partnership interests.
Cantor, founding partners, working partners and limited partnership unit holders directly hold Newmark Holdings limited partnership interests. Newmark
Holdings, in turn, holds Newmark OpCo limited partnership interests and, as a result, Cantor, founding partners, working partners and limited partnership unit holders
indirectly have interests in Newmark OpCo limited partnership interests.
The Newmark Holdings limited partnership interests are held and designated as follows:
• Newmark Holdings limited partnership interests held by Cantor and CFGM are designated as Newmark Holdings exchangeable limited partnership interests;
• Newmark Holdings limited partnership interests held by the founding partners are designated as Newmark Holdings founding partner interests;
• Newmark Holdings limited partnership interests held by working partners are designated as Newmark Holdings working partner interests; and
• Newmark Holdings limited partnership interests held by limited partnership unit holders are designated as limited partnership units.
Partnership Exchange Rights into Newmark Class A and Class B Common Stock. Each Newmark Holdings limited partnership interest held by Cantor and
CFGM is generally exchangeable with us for a number of shares of Newmark Class B
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common stock (or, at Cantor’s option or if there are no additional authorized but unissued shares of Newmark Class B common stock, a number of shares of Newmark
Class A common stock) equal to the exchange ratio.
As of December 31, 2023, 3,121,948 founding/working partner interests were outstanding. These founding/working partner interests were issued in the
Separation to holders of BGC Holdings founding/working partner interests, who received such founding/working partner interests in connection with BGC Partners’
acquisition of the BGC Partners business from Cantor in 2008. The Newmark Holdings limited partnership interests held by founding/working partners are not
exchangeable with us unless (1) Cantor acquires Cantor units from Newmark Holdings upon termination or bankruptcy of the founding/working partners or redemption
of their units by Newmark Holdings (which it has the right to do under certain circumstances), in which case such interests will be exchangeable with us for shares of
Newmark Class A common stock or Newmark Class B common stock as described above, or (2) Cantor determines that such interests can be exchanged by such
founding/working partners with us for Newmark Class A common stock, with each Newmark Holdings unit exchangeable for a number of shares of Newmark Class A
common stock equal to the exchange ratio (which was initially one, but is subject to adjustment as set forth in the Separation and Distribution Agreement), on terms and
conditions to be determined by Cantor (which exchange of certain interests Cantor expects to permit from time to time). Cantor has provided that certain
founding/working partner interests are exchangeable with us for Class A common stock, with each Newmark Holdings unit exchangeable for a number of shares of
Newmark Class A common stock equal to the exchange ratio (which was initially one, but is subject to adjustment as set forth in the Separation and Distribution
Agreement), in accordance with the terms of the Newmark Holdings limited partnership agreement. Once a Newmark Holdings founding/working partner interest
becomes exchangeable, such founding/working partner interest is automatically exchanged upon a termination or bankruptcy with us for Newmark Class A common
stock.
We also provide exchangeability for partnership units into Newmark Class A common stock in connection with (1) our partnership redemption, compensation
and restructuring programs, (2) other incentive compensation arrangements and (3) business combination transactions.
As of December 31, 2023, 75,322,497 limited partnership units were outstanding (including founding/working partner interests and working partner interests,
and units held by Cantor). Limited partnership units will be only exchangeable with us in accordance with the terms and conditions of the grant of such units, which
terms and conditions are determined in our sole discretion, as the Newmark Holdings general partner, with the consent of the Newmark Holdings exchangeable limited
partnership interest majority in interest, in accordance with the terms of the Newmark Holdings limited partnership agreement.
The exchange ratio between Newmark Holdings limited partnership interests and Newmark Class A or Class B common stock was initially one. However, this
exchange ratio will be adjusted in accordance with the terms of the Separation and Distribution Agreement if our dividend policy and the distribution policy of
Newmark Holdings are different. As of December 31, 2023, the exchange ratio was 0.9231.
With each exchange, our direct and indirect interest in Newmark OpCo will proportionately increase because, immediately following an exchange, Newmark
Holdings will redeem the Newmark Holdings unit so acquired for the Newmark OpCo limited partnership interest underlying such Newmark Holdings unit.
Allocation of Profits and Losses. The profit and loss of Newmark OpCo and Newmark Holdings, as the case may be, are allocated based on the total number
of Newmark OpCo units and Newmark Holdings units, as the case may be, outstanding.
Ownership Structure. The following diagram illustrates the ownership structure of Newmark as of December 31, 2023. The diagram does not reflect the
various subsidiaries of Newmark, Newmark OpCo or Cantor (including certain operating subsidiaries that are organized as corporations whose equity is either wholly-
owned by Newmark or whose equity is majority-owned by Newmark with the remainder owned by Newmark OpCo) or the results of any exchange of Newmark
Holdings exchangeable limited partnership interests or, to the extent applicable, Newmark Holdings founding partner interests, Newmark Holdings working partner
interests or Newmark Holdings limited partnership units.
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STRUCTURE OF NEWMARK AS OF DECEMBER 31, 2023
(1) Excludes unrestricted Class A common stock owned by employees.
The diagram reflects the following activity in Newmark Class A common stock and Newmark Holdings partnership unit activity from January 1, 2023 through
December 31, 2023: (a) an aggregate of 15,447,490 limited partnership units granted by Newmark Holdings; (b) 5,785,370 shares of Newmark Class A common stock
repurchased by us; (c) 8,855 shares of Newmark Class A common stock forfeited; (d) 2,330,880 shares of Newmark Class A common stock issued for vested restricted
stock units; (e) 521,363 shares of Newmark Class A common stock issued by us under our acquisition shelf Registration Statement on Form S-4 (Registration No. 333-
231616), but not the 17,823,585 of such shares remaining available for issuance by us under such Registration Statement; and (f) 109,863 terminated limited
partnership units.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are also available to the public from the
SEC’s website at www.sec.gov.
Our website address is www.nmrk.com. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable
after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder
meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D filed on behalf of Cantor, CFGM, our directors
and our executive officers; and amendments to those documents. Our website also contains additional information with respect to our financial results, business, and
industry. Investors can sign up for email alerts informing them of when certain new information is posted to the investor relations portion of our website by navigating
to ir.nmrk.com/resources/investor-email-alerts. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into,
this Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
An investment in shares of our Class A common stock, our 7.500% Senior Notes or our other securities involves risks and uncertainties, including the potential
loss of all or a part of your investment. The following are important risks and uncertainties that could affect our business, but we do not ascribe any particular
likelihood or probability to them unless specifically indicated. Before making an investment decision to purchase our Class A common stock or our 7.500% Senior
Notes, you should carefully read and consider all of the risks and uncertainties described below, as well as other information included in this Annual Report on Form
10-K, including Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the consolidated financial statements
and related notes included herein. The occurrence of any of the following risks or additional risks and uncertainties that are currently immaterial or unknown could
materially and adversely affect our business, financial condition, liquidity, result of operations, cash flows or prospects.
RISKS RELATED TO OUR BUSINESS
Risks Related to Global Economic and Market Conditions
General conditions in the economy, commercial real estate market and the banking sector (including perceptions of such conditions) can have a material
adverse effect on our business, financial condition, results of operations and prospects.
Commercial real estate markets are cyclical and traditionally relate to the condition of the economy or, at least, to the perceptions of investors and users as to
the relevant economic outlook or market factors. For example, companies may be hesitant to expand their office space or enter into long-term real estate commitments
if they are concerned about the general economic environment or perceive that their need for office space is shrinking. Companies that are under financial pressure for
any reason or are attempting to more aggressively manage their expenses may reduce the size of their workforces, limit capital expenditures, including with respect to
their office space, permit more of their staff to work from home and/or seek corresponding reductions in office space and related management or other services.
General economic conditions and declines in the demand for commercial real estate brokerage and the services we provide in several markets or in significant
markets have led to, and could continue to lead to, material adverse effects on our business, financial condition, results of operations, cash flows and prospects,
including:
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a general decline in acquisition and disposition activity in the commercial real estate market has led to, and could continue to lead to, a reduction in the
commissions and fees we receive for arranging such transactions, as well as in commissions and fees we earn for arranging the financing for acquirers;
a general decline in the value and performance of commercial real estate and in rental rates has led to, and could continue to lead to, a reduction in
management and leasing commissions and fees. Additionally, such declines have led to, and could continue to lead to, a reduction in commissions and fees that
are based on the value of, or revenue produced by, the properties for which we provide services. This may include commissions and fees for appraisal and
valuation, sales and leasing, and property and facilities management;
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cyclicality in the commercial real estate markets may lead to volatility in our earnings, and the commercial real estate business can be highly sensitive to
market perception of the economy generally and our industry specifically. Real estate markets are also thought to “lag” the broader economy. This means that,
even when underlying economic fundamentals improve in a given market, it may take additional time for these improvements to translate into strength in the
commercial real estate markets;
changes to the utilization of many types of commercial real estate, including the adoption of hybrid and remote work schemes, shifts in demand across
geographical areas or from urban to suburban or rural sites, and changes in environmental regulations and costs associated with renovations and new builds
each has led to, and could continue to lead to, reduced demand in areas in which we provide services, particularly for Class B and Class C office space;
in weaker economic environments, income-producing multifamily real estate may experience higher property vacancies, lower investor and tenant demand and
reduced values. In such environments, including the current environment, we have experienced and in the future we could experience lower transaction
volumes and transaction sizes as well as fewer loan originations with lower relative principal amounts, as well as potential credit losses arising from risk-
sharing arrangements with respect to certain GSE loans;
periods of economic weakness or recession, volatile interest rates, fiscal uncertainty, declining employment levels, declining demand for commercial real
estate, falling real estate values, disruption to the global capital or credit markets, political uncertainty or the public perception that any of these events may
occur, have negatively affected and may continue to negatively affect the performance of our business lines;
our ability to raise funding in the long-term or short-term debt capital markets or the equity capital markets, or to access secured lending markets has been, and
could continue to be, adversely affected by conditions in the United States and international economy and markets, with the cost and availability of funding
adversely affected by illiquid credit markets and wider credit spreads and changes in interest rates;
in the first half of 2023, Silicon Valley Bank, Signature Bank and First Republic Bank were closed by state regulators, and concerns arose regarding the
stability of other banks and financial institutions. If further liquidity and financial stability concerns arise with respect to banks and financial institutions, either
internationally, nationally or in specific regions, the ability of our customers, clients and vendors to access existing cash, cash equivalents and investments, or
to access existing or enter into new banking arrangements or facilities, may be threatened, which could have a material adverse effect on our business, financial
condition, results of operations and prospects; and
disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time in recent years. Federal government entities,
such as HUD, that rely on funding from the federal budget could be adversely affected in the event of a government shutdown, which could have an adverse
effect on our business and our results of operations.
Interest rate increases in response to inflation rates may have a material negative impact on our businesses.
Mortgage interest rates for commercial and multifamily properties had been near historic lows for a number of years leading up to 2022. In response to
domestic and international markets experiencing significant inflationary pressures, interest rates increased rapidly between the first quarter of 2022 until the fourth
quarter of 2023. This was largely due to actions taken by the Federal Reserve in the U.S. and other major central banks in various countries. From March 2022 to July
2023, the Federal Reserve has several times raised its target range for the federal funds rate to its current target range of 5.25% to 5.50%, a cumulative 525 basis point
increase over this period. The FOMC also stated that it may continue reducing the $7.6 trillion portfolio of securities it holds (as of January 31, 2024), including long-
term agency mortgage-backed securities and U.S. Treasuries. These securities were purchased as part of the Federal Reserve’s quantitative easing program designed to
hold down long-term interest rates.
These actions have reduced credit and capital availability, particularly in the second half of 2022 and 2023. Less available and more expensive credit and
capital has had pronounced effects on the commercial mortgage origination and investment sales markets in which we operate and could cause acquisitions and
dispositions to become yet more difficult to finance for our clients, in turn affecting our ability to service them. These actions could also exacerbate recessionary
pressures in many parts of the world. The markets in which we operate may continue to experience reduced volumes and negative conditions until interest rates
stabilize, and it may take longer for interest rates to stabilize than anticipated. While the Federal Reserve has not indicated whether it will continue to raise the federal
funds rate or take other actions in 2024, it has stated that it continues to view inflation as a concern.
In addition, higher interest rates may cause commercial and multifamily capitalization rates to move higher and property valuations to move lower. This may
reduce property owners’ equity and the amount of financing available to them.
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These factors, combined with record loan maturities, may cause significant distress for our owner and investor clients as they seek to refinance their debt or service their
existing mortgages, in turn impacting our fees and business with them. While we believe that we may earn fees from increased sales of distressed properties or loans on
such properties and Newmark’s capital markets business may be retained to manage properties acquired under distress, there can be no assurance that these incremental
fees, if any, will offset any declines in other parts of our business caused by rate increases, which in turn could materially adversely affect our business, financial
condition, results of operations and prospects.
Downgrades of sovereign credit ratings, sovereign debt crises, or a decrease in the integrity of capital markets may have material adverse effects on the
financial and commercial real estate markets and general economic conditions, as well as our businesses, financial condition, cash flows, results of operations and
prospects.
Any further downgrades of the U.S. sovereign credit rating by one or more of the major credit rating agencies could have material adverse effects on the
financial and commercial real estate markets and economic conditions in the U.S. and throughout the world. This in turn could have a material adverse impact on our
businesses, financial condition, cash flows, results of operations and prospects. The ultimate impacts of any further negative credit rating actions with respect to U.S.
government obligations on global financial markets and our businesses, financial condition, cash flows, results of operations and prospects are unpredictable and may
not be immediately apparent. Additionally, the negative impact on economic conditions and global financial markets from sovereign debt matters with respect to the
U.K., the EU and/or its member states, Japan, China or other major economies could adversely affect our businesses, financial condition, cash flows, results of
operations and prospects. Concerns about the sovereign debt of certain major economies have caused uncertainty and disruption for financial markets globally, and
continued uncertainties loom over the outcome of various governments’ financial support programs and the possibility that EU member states or other major economies
may experience similar financial troubles. Any further downgrades of the long-term sovereign credit rating of the U.S. or additional sovereign debt crises in major
economies could cause disruption and volatility of financial markets globally and have material adverse effects on our businesses, financial condition, results of
operations and prospects.
Risks Related to Concentration of our Business
Our business is generally geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate.
Our current business operations are primarily located in the United States, with other business operations in the U.K., Latin America, Canada, the EU and Asia.
Although we are actively seeking to expand our business to outside the U.S. across several new jurisdictions, we are still highly concentrated in the United States.
Because we derived the large majority of our total revenues on a consolidated basis for the year ended December 31, 2023 from our operations in the United States, we
are exposed to adverse competitive changes and economic downturns and changes in political conditions domestically. If we are unable to identify and successfully
manage or mitigate these risks, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.
The concentration of business with institutional owners and corporate clients can increase business risk, and our business can be adversely affected due to
the loss of certain of these clients.
We value the expansion of business relationships with individual corporate clients because of the increased efficiency and economics that can result from
developing recurring business from performing an increasingly broad range of services for the same client. Although our client portfolio is currently highly diversified
for the year ended December 31, 2023, our top 10 clients, collectively, accounted for approximately 11% of our total revenue on a consolidated basis. As we grow our
business, relationships with certain institutional owners and corporate clients may increase, and our client portfolio may become increasingly concentrated. Having
increasingly large and concentrated clients also can lead to greater or more concentrated risks if, among other possibilities, any such client:
experiences its own financial problems;
becomes bankrupt or insolvent, which can lead to our failure to be paid for services we have previously provided or funds we have previously advanced;
decides to reduce its operations or its real estate facilities;
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• makes a change in its real estate strategy, such as no longer outsourcing its real estate operations;
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• merges with another corporation or otherwise undergoes a change of control, which may result in new management taking over with a different real estate
decides to change its providers of real estate services; or
philosophy or in different relationships with other real estate providers.
Risks Related to Competition in the Commercial Real Estate Services Industry
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We operate in a highly competitive industry with numerous competitors, some of which may have greater financial and operational resources than we do.
We compete to provide a variety of services within the commercial real estate industry. Each of these business disciplines is highly competitive on a local,
regional, national and global level. We face competition not only from other national real estate service companies, but also from global real estate services companies,
boutique real estate advisory firms, and consulting and appraisal firms. Depending on the product or service, we also face competition from other real estate service
providers, institutional lenders, insurance companies, investment banking firms, commercial banks, investment managers and accounting firms, some of which may
have greater financial resources than we do. Although many of our competitors are local or regional firms that are substantially smaller than we are, some of our
competitors are substantially larger than us on a local, regional, national or international basis and have similar service competencies to ours. Such competitors include
CBRE Group, Inc., Jones Lang LaSalle Incorporated, Cushman & Wakefield plc, Savills plc., and Colliers International Group, Inc. In addition, more specialized firms
like Marcus & Millichap Inc., Eastdil Secured LLC, Walker & Dunlop, Inc., WeWork Inc., and IWG PLC compete with us in certain product offerings. Our industry has
continued to consolidate and there is an inherent risk that competitor firms may be more successful than we are at growing through merger and acquisition activity. See
the heading “Competition” under Part I, Item 1, Business. In general, there can be no assurance that we will be able to continue to compete effectively with respect to
any of our commercial real estate business lines or on an overall basis, to maintain current commission and fee levels or margins, or to maintain or increase our market
share.
Additionally, competitive conditions, particularly in connection with increasingly large clients, may require us to compromise on certain contract terms with
respect to the extent of risk transfer, acting as principal rather than agent in connection with supplier relationships, liability limitations and other terms and conditions.
Where competitive pressures result in higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have
indemnified our clients will be greater and may not be fully insured.
Risks Related to New Opportunities/Possible Transactions and Hires
We may pursue opportunities including strategic alliances, acquisitions, dispositions, joint ventures or other growth opportunities (including hiring new
brokers and other professionals), which could present unforeseen integration obstacles or costs and could dilute our stockholders. We may also face competition in
our acquisition strategy, and such competition may limit such opportunities.
We have explored and continue to explore a wide range of acquisitions, dispositions, and joint ventures and strategic alliances with other real estate services
firms, including maintaining or developing relationships with independently owned offices and other companies that have interests in businesses in which there are
brokerage, management or other strategic opportunities. These arrangements may be terminable by either party or may be subject to amendment. Such transactions may
be necessary for us to enter into or develop new products or services or markets, as well as to strengthen our current ones.
These opportunities and activities involve a number of risks and challenges, including:
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potential disruption of our ongoing business and product, service and market development and distraction of management;
retaining and integrating personnel and integrating administrative, operational, financial reporting, internal control, compliance, technology and other systems;
potentially hiring additional managers and other critical professionals and integrating them into current operations;
increased scope, geographic diversity and complexity of our operations;
to the extent that we pursue these opportunities internationally, exposure to political, economic, legal, regulatory, operational and other risks that are inherent in
operating in a foreign country, including risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls,
foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences
among personnel in different areas of the world, exchange controls and other restrictive government actions, as well as the outbreak of hostilities;
the expansion of our cybersecurity processes to include new businesses, or the integration of the cybersecurity processes of acquired businesses, including
internationally;
integrating accounting and financial systems and accounting policies and the related risk of having to restate our historical financial statements;
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potential dependence upon, and exposure to liability, loss or reputational damage relating to, systems, controls and personnel that are not under our control;
addition of business lines in which we have not previously engaged;
potential unfavorable reaction to our strategy by our customers, counterparties, employees and investors;
the upfront costs associated with pursuing transactions and recruiting personnel, which efforts may be unsuccessful in the increasingly competitive
marketplace for the most talented producers and managers;
conflicts or disagreements with any strategic alliance or joint venture partner;
exposure to potential unknown liabilities of any acquired business, strategic alliance or joint venture that are significantly larger than we anticipate at the time
of acquisition, and unforeseen increased expenses or delays associated with acquisitions, including costs in excess of the cash transition costs that we estimate
at the outset of a transaction;
reduction in availability of financing due to credit ratings downgrades or defaults by us, in connection with these activities;
a significant increase in the level of our indebtedness in order to generate cash resources that may be required to effect acquisitions;
dilution resulting from any issuances of shares of our Class A common stock or limited partnership units in connection with these activities;
a reduction of the diversification of our business resulting from any dispositions;
replacing certain individuals whose services are lost and functions that are sold in dispositions;
the cost of rebranding and the impact on our brand awareness of dispositions;
the impact of any reduction in our asset base resulting from dispositions on our ability to obtain financing or the terms thereof; and
a lag in the realization of financial benefits from these transactions and arrangements.
We face competition for acquisition targets, which may limit our number of acquisition and growth opportunities and may lead to higher acquisition prices or
other less favorable terms. Our international acquisitions and expansion have required compliance and other regulatory actions. As we continue to grow internationally
we may experience additional expenses or obstacles. There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses or
integrate successfully any acquired businesses without substantial costs, delays or other operational or financial difficulties.
Any future growth will be partially dependent upon the continued availability of suitable transactional candidates at favorable prices and valuations and upon
advantageous terms and conditions, which may not be available to us, as well as sufficient liquidity to fund these transactions. Future transactions and any necessary
related financings also may involve significant transaction-related expenses, which include payment of break-up fees, assumption of liabilities, including compensation,
severance, lease termination, and other restructuring costs, and transaction and deferred financing costs, among others. In addition, there can be no assurance that such
transactions will be accretive or generate favorable operating margins. The success of these transactions will also be determined in part by the ongoing performance of
the acquired companies and the acceptance of acquired employees of our equity-based compensation structure and other variables which may be different from the
existing industry standards or practices at the acquired companies.
We will need to successfully manage the integration of recent and future acquisitions and future growth effectively. Such integration and additional growth
may place a significant strain upon our management, administrative, operational, financial reporting, internal control and compliance infrastructure. Our ability to grow
depends upon our ability to successfully hire, train, supervise and manage additional employees, expand our management, administrative, operational, financial
reporting, compliance and other control systems effectively, allocate our human resources optimally, maintain clear lines of communication between our transactional
and management functions and our finance and accounting functions, and manage the pressure on our management, administrative, operational, financial reporting,
compliance and other control infrastructure. Additionally, managing future growth may be difficult due to our new geographic locations, markets and business lines. We
may not realize, or it may take an extended period of time to realize, the full benefits that we anticipate from strategic alliances, acquisitions, joint ventures or other
growth opportunities. There can be no assurance that we will be able to accurately anticipate and respond to the changing demands we will face as we integrate recent
acquisitions and continue to expand our operations, and we may not be able to manage growth effectively or to achieve growth at all.
From time to time, we may also seek to dispose of portions of our business, or otherwise reduce our ownership or minority investments in other businesses,
each of which could materially affect our cash flows and results of operations. Dispositions involve significant risks and uncertainties, such as the ability to sell such
businesses at satisfactory prices and
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terms and in a timely manner (including long and costly sales processes and the possibility of lengthy and potentially unsuccessful attempts by a buyer to receive
required regulatory approvals) or at all, disruption to other parts of the business and distraction of management, loss of key employees or customers, exposure to
unanticipated liabilities or ongoing obligations to support the businesses following such dispositions. In addition, if such dispositions are not completed for any reason,
the market price of our Class A common stock may reflect a market assumption that such transactions will occur, and a failure to complete such transactions could result
in a decline in the market price of our Class A common stock. Any of these factors could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Risks Related to International Operations
We are and we will continue to be exposed to political, economic, legal, regulatory, operational and other risks, including with respect to the outbreak of
hostilities or other instability, inherent in operating in foreign countries.
As we grow our business internationally, and due to our current international operations, we are and we will continue to be exposed to political, economic,
legal, regulatory, operational and other risks that are inherent in operating in foreign countries, including risks of possible nationalization and/or foreign ownership
restrictions, expropriation, price controls, capital controls, exchange controls and other restrictive government actions, foreign currency fluctuations, regulatory and tax
requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world including,
among others, recent economic volatility in the U.K. and rising political and other tensions between the U.S. and China, exchange controls and other restrictive
government actions, the outbreak of hostilities such as the wars in Ukraine and Israel and other ongoing conflicts and hostilities in the Middle East, measures taken in
response thereto, including sanctions imposed by governments and related counter-sanctions, as well as potential changes in these factors as a result of the upcoming
U.S. Presidential election.
The U.K. exit from the EU could materially adversely impact our customers, counterparties, businesses, financial condition, results of operations and
prospects.
On January 31, 2020, the U.K. formally left the EU, and on January 1, 2021, U.K.-EU trade became subject to a new withdrawal agreement. The exit from the EU
is commonly referred to as Brexit. In light of ongoing uncertainties, market participants are still adjusting. The long-term impact of Brexit on the U.K.-EU flow of
services and on the economies of the U.K. and EU member states remains unknown.
Market access risks and uncertainties have had, and could continue to have, a material adverse effect on our customers, business, prospects, financial condition
and results of operations. Furthermore, as the U.K. and EU amend legislation and regulations post-Brexit, there is a risk of increased divergence between the U.K.’s and
EU’s regulatory regimes, which could disrupt and increase the costs of our operations, and result in a loss of existing levels of cross-border market access.
Risks Related to the Impacts of the COVID-19 Pandemic
The long-term effects of the COVID-19 pandemic continue to significantly disrupt and adversely affect the environment in which we and our clients and
competitors operate, including ongoing changes in demand in the commercial real estate services industry.
Since the onset of the global pandemic, a large percentage of our occupier clients have begun to examine the best ways to utilize office space as they seek to
attract and retain talent. This has led to occupiers reducing the amount of office space they lease or will lease, particularly for commercial leases. Additionally, changes
in the mix of demand for office and commercial space, including increased demand for flexible-use space, higher quality “class A” space and office space in suburban
areas or new metropolitan regions to the extent they may be replacing prior demand for urban office space in certain traditional business centers and lower quality
“class B” or “class C” space, and increased demand for data storage, fulfillment and distribution centers, life sciences facilities and other alternative asset classes,
replacing prior demand for downtown, urban and other high-density retail and commercial space, may require us to enter into new geographic markets or lines of
business, through expansion or acquisition of existing business. While the Biden administration in May 2023 announced the expiration of the “public health
emergency” status of COVID-19, the ongoing effects of the global pandemic remain challenging to predict and it remains unclear if or when office usage will return to
pre-pandemic levels. Continued changes in the demand for the types of office spaces may cause us to further re-position aspects of our business to adapt to and better
address the needs of our clients in the future. These changes could have a material adverse effect on our business, financial condition, results of operations and
prospects.
Risks Related to Regulatory Compliance and Potential Liabilities
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We may have liabilities in connection with our business, including appraisal and valuation, sales and leasing and property and facilities management
activities that exceed our insurance coverage.
As a licensed real estate broker and provider of commercial real estate services, we and our licensed sales professionals and independent contractors that work
for us are subject to statutory due diligence, disclosure and standard-of-care obligations. While we believe we have adequate insurance coverage relative to the scale of
our business, failure to fulfill these obligations could subject us or our sales professionals or independent contractors to litigation from parties who purchased, sold or
leased properties that we brokered or managed.
We could become subject to claims by participants in real estate sales and leasing transactions, as well as building owners and companies for whom we provide
management services, claiming that we did not fulfill our obligations. We could also become subject to claims made by clients for whom we provided appraisal and
valuation services and/or third parties who perceive themselves as having been negatively affected by our appraisals and/or valuations. We also could be subject to
audits and/or fines from various local real estate authorities if they determine that we are violating licensing laws by failing to follow certain laws, rules and regulations.
While these liabilities have been insignificant in the past, we have no assurance that this will continue to be the case.
In our property and facilities management business, we hire and supervise third-party contractors to provide services for our managed properties. Depending
upon (i) the terms of our contracts with clients, which, for example, may place us in the position of a principal rather than an agent, or (ii) the responsibilities we assume
or are legally deemed to have assumed in the course of a client engagement (whether or not memorialized in a contract), we may be subject to claims for defects,
negligent performance of work or other similar actions or omissions by third parties we do not control. Moreover, our clients may seek to hold us accountable for the
actions of contractors because of our role as property or facilities manager or project manager, even if we have disclaimed liability as a contractual matter, in which case
we may be pressured to participate in a financial settlement for purposes of preserving the client relationship. While these liabilities have been insignificant in the past,
there is no assurance that this will continue to be the case.
Because we employ large numbers of building staff in facilities that we manage, we face risk in potential claims relating to employment injuries, termination
and other employment matters. While these risks are generally passed back to the building owner, there is no assurance that this will continue to be the case.
Adverse outcomes of property and facilities management disputes or litigation could have a material adverse effect on our business, financial condition, results
of operations and prospects, particularly to the extent we may be liable on our contracts, or if our liabilities exceed the amounts of the insurance coverage procured and
maintained by us. Some of these litigation risks may be mitigated by any commercial insurance we maintain in amounts we believe are appropriate. However, in the
event of a substantial loss or certain types of claims, our insurance coverage and/or self-insurance reserve levels might not be sufficient to pay the full damages.
Additionally, in the event of grossly negligent or intentionally wrongful conduct, insurance policies that we may have may not cover us at all. Further, the value of
otherwise valid claims we hold under insurance policies could become uncollectible in the event of the covering insurance company’s insolvency, although we seek to
limit this risk by placing our commercial insurance only with highly rated companies. Any of these events could materially negatively impact our business, financial
condition, results of operations and prospects. While these liabilities have been insignificant in the past, we have no assurance that this will continue to be the case.
If we fail to comply with laws, rules and regulations applicable to commercial real estate brokerage, valuation and advisory, mortgage transactions and our
other business lines, then we may incur significant financial penalties.
Due to the broad geographic scope of our operations and the commercial real estate services we perform, we are subject to numerous federal, state, local and
foreign laws, rules and regulations specific to our services. For example, the brokerage of real estate sales and leasing transactions and other related activities require us
to maintain brokerage licenses in each state in which we conduct activities for which a real estate license is required. We also maintain certain state licenses in
connection with our lending, servicing and brokerage of commercial and multifamily mortgage loans. If we fail to maintain our licenses or conduct brokerage activities
without a license or violate any of the laws, rules and regulations applicable to our licenses, then we may be subject to audits, required to pay fines (including treble
damages in certain states), be prevented from collecting commissions owed, be compelled to return commissions received or have our licenses suspended or revoked.
In addition, because the size and scope of commercial real estate transactions have increased significantly during the past several years, both the difficulty of
ensuring compliance with the numerous state licensing and regulatory regimes and the possible loss resulting from non-compliance have increased. Furthermore, the
laws, rules and regulations applicable to our business lines also may change in ways that increase the costs of compliance. The failure to comply with federal, state,
local
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and foreign laws, rules and regulations could result in significant financial penalties that could have a material adverse effect on our business, financial condition,
results of operations and prospects.
Environmental regulations may adversely impact our commercial real estate business and/or cause us to incur costs for cleanup of hazardous substances
or wastes or other environmental liabilities.
Federal, state, local and foreign laws, rules and regulations impose various environmental zoning restrictions, use controls, and disclosure obligations which
impact the management, development, use and/or sale of real estate. Such laws and regulations tend to discourage sales and leasing activities, as well as mortgage
lending availability, with respect to some properties. A decrease or delay in such transactions may materially and adversely affect our business, financial condition,
results of operations and prospects. In addition, a failure by us to disclose environmental concerns in connection with a real estate transaction may subject us to liability
to a buyer/seller or lessee/lessor of property. While historically we have not incurred any significant liability in connection with these types of environmental issues,
there is no assurance that this will continue to be the case.
In addition, various laws, rules and regulations restrict the levels of certain substances that may be discharged into the environment by properties and such
laws, rules and regulations may impose liability on current or previous real estate owners or operators for the cost of investigating, cleaning up or removing
contamination caused by hazardous or toxic substances at the property. We may face costs or liabilities under these laws as a result of our role as an on-site property or
facilities manager relating to properties we currently or formerly managed. Such liability may be imposed without regard to the lawfulness of the original disposal
activity, or our knowledge of, or fault for, the release or contamination. Further, liability under some of these laws may be joint and several, meaning that one liable
party could be held responsible for all costs related to a contaminated site. Insurance for such matters may not be available or sufficient. While historically we have not
incurred any significant liability under these laws, and we believe that we have taken adequate measures to prevent any such losses, no assurances can be given that
these events will not occur.
Certain requirements governing the removal or encapsulation of asbestos-containing materials, as well as local ordinances obligating property or facilities
managers to inspect for and remove lead-based paint in certain buildings, could increase our costs of legal compliance and potentially subject us to violations or claims.
More stringent enforcement of existing regulations could cause us to incur significant costs in the future, and/or materially and adversely impact our commercial real
estate brokerage and management services business. While historically we have not incurred any significant liability under these laws, this may not always be the case.
Within our own operations, we may face rising costs of environmental compliance, which may make it more expensive to operate our corporate offices. Our
operations are conducted within leased office building space, and, accordingly, we do not currently anticipate that regulations restricting the emissions of greenhouse
gases, or taxes that may be imposed on their release, would result in material costs or capital expenditures. However, we cannot be certain about the extent to which
such regulations will develop as there are higher levels of understanding and commitments by different governments in the United States and around the world
regarding risks related to the climate and how they should be mitigated.
Risks Related to Our Mortgage Servicing Business
Changes in relationships with the GSEs and HUD could adversely affect our ability to originate commercial real estate loans through such programs,
although we also provide debt and equity to our clients through other third-party capital sources. Compliance with the minimum collateral and risk-sharing
requirements of such programs, as well as applicable state and local licensing agencies, could reduce our liquidity.
Currently, through our capital markets business we originate a significant percentage of our loans for sale through the GSEs and HUD programs. Berkeley
Point Capital LLC, a subsidiary within our capital markets business, is approved as a Fannie Mae DUS lender, a Freddie Mac Optigo seller/servicer, a Freddie Mac
TAH Seller, a HUD MAP lender nationwide, and a Ginnie Mae issuer. Our status as an approved lender affords us a number of advantages, which may be terminated by
the applicable GSE or HUD at any time. Although we intend to take all actions to remain in compliance with the requirements of these programs, as well as applicable
state and local licensing agencies, the loss of such status would, or changes in our relationships with the GSEs and HUD could prevent us from being able to originate
commercial real estate loans for sale through the particular GSE or HUD, which could have a material adverse effect on our business, financial condition, results of
operations and prospects. It could also result in a loss of similar approvals from the GSEs or HUD. As of December 31, 2023, we exceeded the most restrictive
applicable net worth requirement of these programs by approximately $409.2 million, but there is no assurance that this will continue to be the case.
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We are subject to risk of loss in connection with defaults on loans sold under the Fannie Mae DUS program that could materially and adversely affect our
results of operations and liquidity.
Under the Fannie Mae DUS program, we originate and service multifamily loans for Fannie Mae without having to obtain Fannie Mae’s prior approval for
certain loans, as long as the loans meet the underwriting guidelines set forth by Fannie Mae. In return for the delegated authority from Fannie Mae to make loans and
Fannie Mae’s commitment to purchase such loans, we must maintain minimum collateral and generally are required to share risk of loss on loans sold through Fannie
Mae. With respect to most loans, we are generally required to absorb approximately one-third of any losses on the unpaid principal balance of a loan at the time of loss
settlement. Some of the loans that we originate under the Fannie Mae DUS program are subject to reduced levels or no risk-sharing. However, we generally receive
lower servicing fees with respect to such loans. Although our capital markets business’s average annual losses from such risk-sharing programs have been a minimal
percentage of the aggregate principal amount of such loans to date, if loan defaults increase, actual risk-sharing obligation payments under the Fannie Mae DUS
program could increase, and such defaults could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, a
material failure to pay our share of losses under the Fannie Mae DUS program could result in the revocation of our license from Fannie Mae and the exercise of various
remedies available to Fannie Mae under the Fannie Mae DUS program.
A change to the conservatorship of Fannie Mae and Freddie Mac and related actions, along with any changes in laws and regulations affecting the
relationship between Fannie Mae and Freddie Mac and the U.S. federal government or the existence of Fannie Mae and Freddie Mac, could have a material
adverse effect on our business, financial condition, results of operations and prospects.
Each GSE has been under a conservatorship established by its regulator, the FHFA, since 2008. The conservatorship is a statutory process designed to preserve
and conserve the GSEs’ assets and property and put them in a sound and solvent condition. The conservatorships have no specified termination dates. There has been
significant uncertainty regarding the future of the GSEs, including how long they will continue to exist in their current forms. Changes in such forms could eliminate or
substantially reduce the number of loans we originate with the GSEs. Policymakers and others have focused significant attention in recent years on how to reform the
nation’s housing finance system, including what role, if any, the GSEs should play. Such reforms could significantly limit the role of the GSEs in the nation’s housing
finance system. Any such reduction in the loans we originate with the GSEs could lead to a reduction in fees related to the loans we originate or service. These effects
could cause our capital markets business to realize significantly lower revenues from its loan originations and servicing fees, and ultimately could have a material
adverse effect on our business, financial condition, results of operations and prospects.
Risks Related to Our Intellectual Property
We may not be able to protect our intellectual property rights or may be prevented from using intellectual property used in our business.
Our success is dependent, in part, upon our intellectual property. We rely primarily on trade secret, contract, patent, copyright and trademark law in the United
States and other jurisdictions as well as confidentiality procedures and contractual provisions to establish and protect our intellectual property rights to proprietary
technologies, products, services or methods, and our brand.
Unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results. We cannot ensure that our
intellectual property rights are sufficient to protect our competitive advantages or that any particular patent, copyright or trademark is valid and enforceable, and all
patents ultimately expire. In addition, the laws of some foreign countries may not protect our intellectual property rights to the same extent as the laws in the United
States, or at all. Any significant impairment of our intellectual property rights could harm our business or our ability to compete.
Protecting our intellectual property rights is costly and time consuming. Although we have taken steps to protect ourselves, there can be no assurance that we
will be aware of all patents, copyrights or trademarks that may pose a risk of infringement by our products and services. Generally, it is not economically practicable to
determine in advance whether our products or services may infringe the present or future rights of others.
Accordingly, we may face claims of infringement or other violations of intellectual property rights that could interfere with our ability to use intellectual
property or technology that is material to our business. The number of such third-party claims may grow. Our technologies may not be able to withstand such third-
party claims or rights against their use.
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We may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the rights of others or
defend against claims of infringement or invalidity.
If our software licenses or services from third parties are terminated or adversely changed or amended or contain material defects or errors, or if any of
these third parties were to cease doing business, or if products or services offered by third parties were to contain material defects or errors, our ability to operate
our business may be materially adversely affected.
We license databases, software and services from third parties, much of which is integral to our systems and our business. The licenses are terminable if we
breach or have been perceived to have breached our obligations under the license agreements. If any material licenses were terminated or adversely changed or
amended, if any of these third parties were to cease doing business or if any licensed software or databases licensed by these third parties were to contain material
defects or errors, we may be forced to spend significant time and money to replace the licensed software and databases, and our ability to operate our business may be
materially adversely affected. Further, any errors or defects in third-party services or products (including hardware, software, databases, cloud computing and other
platforms and systems) or in services or products that we develop ourselves, could result in errors in, or a failure of, our services or products, which could harm our
business. Although we take steps to locate replacements, there can be no assurance that the necessary replacements will be available on acceptable terms, if at all. There
can be no assurance that we will have an ongoing license to use all intellectual property which our systems require, the failure of which could have a material adverse
effect on our business, financial condition, results of operations and prospects.
Risks Related to Our IT Systems and Cybersecurity
Defects or disruptions in our technology or services could diminish demand for our products and services and subject us to liability.
Because our technology, products and services are complex and use or incorporate a variety of computer hardware, software and databases, both developed in-
house and acquired from third-party vendors, our technology, products and services may have errors or defects. Errors and defects could result in unanticipated
downtime or failure and could cause financial loss and harm to our reputation and our business. Our customers may use our technology, products and services in
unanticipated ways that may cause a disruption for other customers. As we acquire companies, we may encounter difficulty in integrating the acquired technologies,
products and services and maintaining the quality standards that are consistent with our technology, products and services. Since our customers use our technology,
products and services for important aspects of their business, any errors, defects, or disruptions in such technology, products and services, or other performance
problems with our technology, products and services, could subject our customers to harm and hurt our reputation.
Malicious cyber-attacks and other adverse events affecting our operational systems or infrastructure, or those of third parties, could disrupt our business,
result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.
Our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although
we take protective measures such as software programs, firewalls and similar technology, to maintain the confidentiality, integrity and availability of our and our
clients’ information, and endeavor to modify these protective measures as circumstances warrant, the nature of cyber threats continues to evolve. As a result, our
computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account
takeovers, unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious code, ransomware, supply-chain attacks, hacking, phishing
and other cyber-attacks and other adverse events that could have an adverse security impact. Additionally, we may have become more vulnerable to cybersecurity
attacks utilizing emerging technologies, such as AI. Despite the defensive measures we have taken, these threats may come from external forces such as governments,
nation-state actors, organized crime, hackers, or may originate internally from within us.
We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities. Such
parties could also be the source of a cyber-attack on or breach of our operational systems, network, data or infrastructure. Malicious actors may also attempt to
compromise or induce our employees, clients or other users of our systems to disclose sensitive information or provide access to our data, and these types of risks may
be difficult to detect or prevent.
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There have been an increasing number of ransomware, hacking, phishing and other cyber-attacks in recent years in various industries, and cybersecurity risk
management has been the subject of increasing focus by our regulators. Like other companies, we have on occasion experienced, and may continue to experience,
threats to our systems, including viruses, phishing and other cyber-attacks. The number and complexity of these threats continue to increase over time. The techniques
used in these attacks are increasingly sophisticated, change frequently and are often not recognized until launched. If one or more cyber-attacks occur, it could
potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or
otherwise cause interruptions or malfunctions in our, as well as our clients’ or other third parties’, operations, which could result in reputational damage, financial losses
and/or client dissatisfaction, which may not in all cases be covered by insurance. If an actual, threatened or perceived cyber-attack or breach of our security occurs, our
clients could lose confidence in our platforms and solutions, security measures and reliability, which would materially harm our ability to retain existing clients and gain
new clients. As a result of any such attack or breach, we may be required to expend significant resources to repair system, network or infrastructure damage and to
protect against the threat of future cyber-attacks or security breaches. We could also face litigation or other claims from impacted individuals as well as substantial
regulatory sanctions or fines.
The extent of a particular cyber-attack and the steps that we may need to take to investigate the attack may not be immediately clear, and it may take a
significant amount of time before such an investigation can be completed and full and reliable information about the attack is known. While such an investigation is
ongoing, we may not necessarily know the full extent of the harm caused by the cyber-attack, and any resulting damage may continue to spread. Furthermore, it may
not be clear how best to contain and remediate the harm caused by the cyber-attack, and certain errors or actions could be repeated or compounded before they are
discovered and remediated. Any or all of these factors could further increase the costs and consequences of a cyber-attack. A technological breakdown could also
interfere with our ability to comply with financial reporting requirements. Such a breakdown could also impact our ability to report on a timely basis due to the
international locations of members of our accounting and finance departments.
Additionally, data privacy is subject to frequently changing rules and regulations in countries where we do business. Rights in relation to an individual’s
personal data in the EU and U.K. are governed respectively by the GDPR in the EU and the equivalent Data Protection Act 2018 in the U.K. which create obligations in
relation to such personal data and the possibility of significant financial penalties for non-compliance. We are also subject to certain U.S. federal and state laws
governing the protection of personal data. These laws and regulations are increasing in complexity and number. In addition to the increased cost of compliance, our
failure to successfully implement or comply with appropriate processes to adhere to the GDPR and other laws and regulations relating to personal data could result in
substantial financial penalties for non-compliance, expose us to litigation risk and could harm our reputation.
The SEC has recently adopted new rules that state that, as a public company, we are required to disclose certain of our processes that relate to cybersecurity
and to disclose information relating to material cyber-attacks or other information security breaches. While we view cybersecurity as a top priority, developing and
maintaining our operational systems and infrastructure is challenging, particularly as a result of rapidly evolving legal and regulatory requirements and technological
shifts. Our financial, accounting, data processing or other operating and compliance systems and facilities may fail to operate properly or become disabled as a result of
events that are wholly or partially beyond our control, such as a malicious cyber-attack or other adverse events, which may adversely affect our ability to provide
services. Any such cyber incidents involving our computer systems and networks, or those of third parties important to our business, could have a material adverse
effect on our business, financial condition, results of operations and prospects.
We may use AI in our business, and challenges with properly managing its use could result in competitive harm, regulatory action, legal liability and
brand or reputational harm.
We may utilize AI in our business and integrate AI into our platforms, products, offerings and services. Such use may present legal, regulatory and other
challenges that could subject us to competitive harm, regulatory action, legal liability and brand or reputational harm. If the output of any AI integrated into our
platforms, products, offerings or services are or alleged to be deficient, inaccurate, infringing, violative of third-party rights or biased, our business, financial condition,
and results of operations may be adversely affected.
Our success and ability to remain competitive in the industry in which we operate requires adapting to technological developments and evolving industry
standards, including in the field of AI. Our competitors or other third parties may incorporate AI into their products or services more quickly or more successfully than
us, which could make our products and services obsolete, impair our ability to compete effectively and adversely affect our business. Moreover, use of third-party AI
tools could lead to the inadvertent disclosure of confidential and proprietary information, which could put us at a competitive disadvantage and adversely affect our
proprietary rights, business and financial condition.
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As AI capabilities improve and are increasingly adopted, we may also become more vulnerable to cybersecurity attacks that use AI. Such cybersecurity attacks
could compromise our intellectual property and other sensitive information, be costly to remediate and cause significant damage to our business, reputation and
operations.
Risks Related to Our Key Personnel and Employee Turnover
The loss of one or more of our key executives, the development of future talent, and the ability of certain key employees to devote adequate time and
attention to us are a key part of the success of our business, and failure to continue to employ and have the benefit of these executives may adversely affect our
businesses and prospects.
Our people are our most important resource. We must retain the services of our key employees and strategically recruit and hire new talented employees to
attract clients and transactions. Further, as we diversify into future business lines or geographic regions, hiring and engagement of effective management in these areas
will impact our future success. In addition, like other companies, we have experienced turnover among operational and support staff as a result of wage pressures
occurring throughout the economy. See “Human Capital Management” in Part I, Item 1, Business. If our retention efforts are not successful or our turnover rate
continues to increases in the future, our business, results of operations and financial condition could be materially adversely affected.
Effective succession planning is also important to our long-term success. Failure to transition smoothly and effectively transfer knowledge to future executive
officers and key employees could hinder our strategic planning and execution. From time to time, senior management, outside directors or other key employees may
leave our Company or be absent due to illness or other factors. While we strive to reduce the negative impact of such changes, losing certain key employees could result
in significant disruptions to our operations. Hiring, training, and successfully integrating replacement critical personnel is time consuming, and if unsuccessful, could
disrupt our operations, and as a result could materially adversely affect our business, financial condition, results of operations and prospects.
Howard W. Lutnick, who serves as our Executive Chairman, is also the Chairman and Chief Executive Officer of Cantor, Chief Executive Officer, President,
director and sole shareholder of CFGM, the managing general partner of Cantor, and Chairman of the Board and Chief Executive Officer of BGC Group. Stephen M.
Merkel, our Executive Vice President and Chief Legal Officer, is employed as Executive Managing Director, General Counsel and Secretary of Cantor and Executive
Vice President and General Counsel of BGC. In addition, Messrs. Lutnick and Merkel hold offices at various other affiliates of Cantor. While we have entered into
employment agreements with our CEO and CFO, Messrs. Lutnick and Merkel are two key employees who are not subject to an employment agreement with us or any
of our subsidiaries; however, Mr. Lutnick received a retention bonus in December 2021 which provides for certain cash payments contingent upon Mr. Lutnick’s
continued service as our Executive Chairman and principal executive officer.
Currently, Mr. Lutnick expects to spend approximately 33% of his working time on our matters and Mr. Merkel expects to spend approximately 25% of his
working time on our matters. These percentages may vary depending on business developments, strategic initiatives or acquisition activity at Newmark, Cantor, BGC
Group or any of our or their other affiliates, including SPACs. As a result, these key employees dedicate only a portion of their professional efforts to our business and
operations. There is no contractual obligation for such executives to spend a specific amount of their time with us and/or BGC Group or Cantor and their respective
affiliates. These two key employees may not be able to dedicate adequate time and attention to our business and operations, and we could experience an adverse effect
on our operations due to the demands placed on these members of our management team by other professional obligations. In addition, these key employees’ other
responsibilities could cause conflicts of interest with us.
In addition to Mr. Lutnick, our success has largely been dependent on executive officers such as Barry M. Gosin, who serves as our Chief Executive Officer,
and other key employees, including some who have been hired in connection with acquisitions. Although Mr. Gosin entered into an employment agreement in February
2023, if any of our key employees were to join an existing competitor, form a competing company, offer services to Cantor or any affiliates that compete with our
products, services or otherwise leave us, some of our clients could choose to use the services of that competitor or another competitor instead of our services, which
could adversely affect our revenues and as a result could materially adversely affect our business, financial condition, results of operations and prospects. Should Mr.
Lutnick or our other most senior executives leave or otherwise become unavailable to render services to us, their loss could disrupt our operations, adversely impact
employee retention and morale, and seriously harm our business.
We may be unable to enforce post-employment restrictive covenants applicable to our employees.
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Certain of our key employees and officers are subject to post-employment restrictive covenants, including non-competition agreements, in connection with
their employment agreements and/or the Newmark Holdings limited partnership agreement. While we have had success in responding to challenges to certain of our
non-compete provisions, there can be no assurance that our non-competition agreements will be found enforceable if challenged in certain states, including states that
generally do not enforce post-employment restrictive covenants. In 2023, the Federal Trade Commission proposed a rule that would render non-competition clauses
unenforceable in certain situations, and is expected to vote on its proposed rule in April of this year. If such a rule were passed (in any form) and upheld by the courts, it
could have a material adverse impact on any applicable post-employment restrictive covenants currently in place. Additionally, the Newmark Holdings limited
partnership agreement, which includes non-competition and other arrangements applicable to our key employees who are limited partners of Newmark Holdings, may
not prevent certain of our key employees, including Messrs. Lutnick and Merkel whose employment by Cantor and BGC Group is not subject to these provisions in the
Newmark Holdings limited partnership agreement, from resigning or competing against us.
Risks Related to Seasonality
Our business is generally affected by seasonality, which could have a material adverse effect on our results of operations in a given period.
Due to the strong desire of many market participants to close real estate transactions prior to the end of a calendar year, our business exhibits certain
seasonality, with our revenue tending to be lowest in the first quarter and strongest in the fourth quarter. This could have a material effect on our results of operations in
any given period.
The seasonality of our business makes it difficult to determine during the course of the year whether planned results will be achieved and to adjust to changes
in expectations. To the extent that we are not able to identify and adjust for changes in expectations or we are confronted with negative conditions that inordinately
impact seasonal norms, our business, financial condition, results of operations and prospects could be materially adversely affected.
Risks Related to Our Commercial Contracts and Arrangements
We may not be able to replace partner offices when affiliation agreements are terminated, which may decrease our scope of services and geographic reach.
We have agreements in place to operate on a collaborative and cross-referral basis with certain offices in the United States, and in various locations globally in
return for contractual and referral fees paid to us and/or certain mutually beneficial co-branding and other business arrangements. These independently owned offices,
which we refer to as “business partners,” generally use some variation of Newmark in their names and marketing materials. These agreements are normally multi-year
contracts, and generally provide for mutual referrals in their respective markets, generating additional contract and brokerage fees. Through these business partners, our
clients have access to additional brokers with local market research capabilities as well as other commercial real estate services in locations where we do not have a
physical presence. From time to time our arrangements with these business partners may be terminated pursuant to the terms of the individual license agreements. The
opening of a Company-owned office to replace an office owned by a business partner requires us to invest capital, which in some cases could be significant. Certain of
these agreements or relationships could be impacted in the event that we rebrand or our brand awareness is changed. There can be no assurance that, if we lose
additional business partners, we will be able to identify suitable replacement partners or fund the establishment or acquisition of an owned office. In addition, although
we do not control the activities of these business partners and are not responsible for their liabilities, we may face reputational risk if any of these business partners are
involved in or accused of illegal, unethical or similar behavior. Failure to maintain coverage in important geographic markets may negatively impact our operations,
reputation and ability to attract and retain key employees and expand domestically and internationally and could have a material adverse effect on our business,
financial condition, results of operations and prospects.
Declines in or terminations of servicing engagements or breaches of servicing agreements could have a material adverse effect on our business, financial
condition, results of operations and prospects.
We expect that loan servicing fees will continue to constitute a significant portion of our revenues and/or earnings related to our multifamily business for the
foreseeable future. Nearly all of these fees are derived from loans that we originate and that are sold through GSE/FHA programs or placed with institutional investors.
A decline in the number or value of loans that we originate for these investors or terminations of our servicing engagements will decrease these fees. HUD has the right
to terminate our capital markets business’ current servicing engagements for cause. In addition to termination for cause, Fannie
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Mae and Freddie Mac may terminate our servicing engagements without cause by paying a termination fee. Institutional investors typically may terminate servicing
engagements with us at any time with or without cause, without paying a termination fee. We are also subject to losses that may arise from servicing errors, such as a
failure to maintain insurance, pay taxes, or provide notices. If we breach our servicing obligations to the agencies or institutional investors, including as a result of a
failure to perform by any third parties to which we have contracted certain routine back-office aspects of loan servicing, the servicing engagements may be terminated.
Significant declines or terminations of servicing engagements or breaches of such obligations, in the absence of replacement revenue sources, could materially and
adversely affect our business, financial condition and results of operations.
Reductions in loan servicing fees as a result of defaults or prepayments by borrowers could have a material adverse effect on our business, financial
condition, results of operations and prospects.
In addition to exposure to potential loss sharing, our loan servicing business is also subject to potential reductions in loan servicing fees if the borrower
defaults on a loan originated thereby, as the generation of loan servicing fees depends upon the continued receipt and processing of periodic installments of principal,
interest and other payments such as amounts held in escrow to pay property taxes and other required expenses. The loss of such loan servicing fees would reduce the
amount of cash actually generated from loan servicing and from interest on amounts held in escrow. The expected loss of future loan servicing fees would also result in
non-cash impairment charges to earnings. Such cash and non-cash charges could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Risks Related to Liquidity, Funding and Indebtedness
Liquidity is essential to our business, and insufficient liquidity could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Liquidity is essential to our business. Our liquidity position could be impaired due to circumstances that we may be unable to control, such as a general market
disruption or idiosyncratic events that affect our clients, other third parties or us.
We are a holding company with no direct operations. We conduct substantially all of our operations through our operating subsidiaries. We do not have any
material assets other than our direct and indirect ownership in the equity of our subsidiaries. As a result, our operating cash flow as well as our liquidity position are
dependent upon the earnings of our subsidiaries. In addition, we are dependent on the distribution of earnings, loans or other payments by our subsidiaries to us. In the
event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any of our subsidiaries, we, as an equity owner of such subsidiary,
and therefore holders of our securities, including our Class A common stock, will be subject to the prior claims of such subsidiary’s creditors, including trade creditors,
and any preferred equity holders. Any dividends declared by us, any payment by us of our indebtedness or other expenses, and all applicable taxes payable in respect of
our net taxable income, if any, are paid from cash on hand and funds received from distributions, loans or other payments, primarily from our subsidiaries. Regulatory,
tax restrictions or elections, and other legal or contractual restrictions may limit our ability to transfer funds freely from our subsidiaries. These laws, regulations and
rules may hinder our ability to access funds that we may need to meet our obligations. Certain debt and security agreements entered into by our subsidiaries contain or
may contain various restrictions, including restrictions on payments by our subsidiaries to us and the transfer by our subsidiaries of assets pledged as collateral. To the
extent that we need funds to pay dividends and repurchase shares or purchase limited partnership units, repay indebtedness and meet other expenses, or to pay taxes on
our share of Newmark OpCo’s net taxable income, and Newmark OpCo or its subsidiaries are restricted from making such distributions under applicable law,
regulations, or agreements, or are otherwise unable to provide such funds, it could materially adversely affect our business, financial condition, results of operations and
prospects, including our ability to maintain adequate liquidity or to raise additional funding, including through access to the debt and equity capital markets.
Our ability to raise funding in the long-term or short-term debt capital markets or the equity capital markets, or to access lending markets could be adversely
affected by conditions in the United States and international economy and markets, or idiosyncratic events, with the cost and availability of funding adversely affected
by wider credit spreads, changes in interest rates and dislocations in capital markets, as well as various business, governance, tax, accounting and other considerations.
To the extent we are unable to access the debt capital markets on acceptable terms in the future, we may seek to raise funding and capital through equity issuances or
other means.
Turbulence in the U.S. and international economy or markets adversely affect our liquidity and funding positions, financial condition and the willingness of
certain clients to do business with each other or with us. Acquisitions and financial
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reporting obligations related thereto may impact our ability to access the capital markets on a timely basis and may necessitate greater short-term borrowings during
certain times, which in turn may adversely affect our cost of borrowing, financial condition, and creditworthiness, and as a result, potentially impact our credit ratings
and associated outlooks.
We may need to access short-term funding sources in order to meet a variety of business needs from time to time, including financing acquisitions, as well as
ongoing business operations or activities such as hiring or retaining real estate brokers, salespeople, managers and other professionals. While we have credit facilities in
place, to the extent that our capital or other needs exceed the capacity of our existing funding sources or we are not able to access any of these sources, this could have a
material adverse effect on our business, financial condition, results of operations and prospects.
As of December 31, 2023, our GSE business had $5 billion of committed loan funding and $1.1 billion of uncommitted loan funding available through
multiple commercial banks, and an uncommitted $400 million Fannie Mae loan repurchase facility. Consistent with industry practice, our capital markets business’
existing warehouse facilities are short-term, requiring annual renewal. If any of the committed facilities are terminated or are not renewed or the uncommitted facility is
not honored, we would be required to obtain replacement financing, which we may be unable to find on favorable terms, or at all, and, in such event, we might not be
able to originate loans, which could have a material adverse effect on MSRs and on our business, financial condition, results of operations and prospects.
We are subject to the risk of failed loan deliveries, and even after a successful closing and delivery, may be required to repurchase the loan or to indemnify
the investor if there is a breach of a representation or warranty made by us in connection with the sale of loans, which could have a material adverse effect on our
business, financial condition, results of operations and prospects.
We bear the risk that a borrower will not close on a loan that has been pre-sold to an investor and the amount of such borrower’s rate lock deposit and any
amounts recoverable from such borrower for breach of its obligations are insufficient to cover the investor’s losses. In addition, the investor may choose not to take
delivery of the loan if a catastrophic change in the condition of a property occurs after we fund the loan and prior to the investor purchase date. We also have the risk of
errors in loan documentation which prevent timely delivery of the loan prior to the investor purchase date. A complete failure to deliver a loan could be a default under
the warehouse facilities collateralized by GSEs used to finance the loan. While we have not experienced failed deliveries in the past, no assurance can be given that we
will not experience failed deliveries in the future or that any losses will not have a material adverse effect on our business, financial condition, results of operations or
prospects.
We must make certain representations and warranties concerning each loan we originate for the GSEs’ and HUD’s programs or securitizations. The
representations and warranties relate to our practices in the origination and servicing of the loans and the accuracy of the information being provided by them. In the
event of a material breach of representations or warranties concerning a loan, even if the loan is not in default, investors could, among other things, require us to
repurchase the full amount of the loan and seek indemnification for losses from it, or, for Fannie Mae DUS loans, increase the level of risk-sharing on the loan. Our
obligation to repurchase the loan is independent of our risk-sharing obligations. Our ability to recover on a claim against the borrower or any other party may be
contractually limited and would also be dependent, in part, upon the financial condition and liquidity of such party. Although these obligations have not had a
significant impact on our results to date, significant repurchase or indemnification obligations imposed on us could have a material adverse effect on our business,
financial condition, results of operations and prospects.
We have debt, which could adversely affect our ability to raise additional capital to fund our operations and activities, limit our ability to react to changes
in the economy or the commercial real estate services industry, expose us to interest rate risk, impact our ability to obtain favorable credit ratings and prevent us
from meeting or refinancing our obligations under our indebtedness, which could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Our indebtedness, which on January 15, 2024 was approximately $600.0 million, may have important, adverse consequences to us and our investors,
including:
•
it may limit our ability to borrow money, dispose of assets or sell equity to fund our working capital, capital expenditures, dividend payments, debt service,
strategic initiatives or other obligations or purposes;
it may limit our flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, our operations or business;
our financial leverage may be higher than some of our competitors, which may place us at a competitive disadvantage;
it may make us more vulnerable to downturns in the economy or our business;
it may require a substantial portion of our cash flow from operations to make interest payments;
•
•
•
•
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•
•
it may make it more difficult for us to satisfy other obligations;
it may increase the risk of a future downgrade of our credit ratings or otherwise impact our ability to obtain or maintain investment grade credit ratings, which
could increase the interest rates under certain of our debt agreements, increase future debt costs and limit the future availability of debt financing;
• we may not be able to borrow additional funds or refinance existing debt as needed or take advantage of business opportunities as they arise, pay cash
•
dividends or repurchase common stock or purchase limited partnership units; and
there would be a material adverse effect on our business, financial condition, results of operations and prospects if we are unable to service our indebtedness or
obtain additional financing or refinance our existing debt on terms acceptable to us.
Our indebtedness excludes the warehouse facilities collateralized by GSEs because these lines are used to fund short-term loans held for sale that are generally
sold within 45 days from the date the loan is funded. 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.
Some of our borrowings have variable interest rates. As a result, increases in market interest rates have had and may continue to have a material adverse effect
on our interest expense. Both domestic and international markets experienced significant inflationary pressures in fiscal years 2022 and 2023, and inflation rates in the
U.S., as well as in other countries in which we operate, may continue at elevated levels for the near-term. In response, the Federal Reserve in the U.S. and other central
banks in various countries have raised, and may again raise, interest rates in response to concerns about inflation. Rising interest rates could further increase our cost of
funds, which could reduce our net income. In an effort to limit our exposure to interest rate fluctuations, we may rely on interest rate hedging or other interest rate risk
management activities. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse
developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Our ability to meet our payment and other obligations related to our debt depends on our ability to refinance such debt, borrow funds from our million credit
facilities and to generate and maintain sufficient cash flows. To the extent that we incur additional indebtedness or seek to refinance our existing debt, the risks
described above could increase. In addition, our actual cash requirements in the future may be greater than expected. We cannot assure you that our business will
generate cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our payment obligations under our
borrowings and to fund other liquidity needs, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may incur substantially more debt or take other actions which would intensify the risks discussed herein.
We may incur substantial additional debt in the future, some of which may be secured debt. Under the terms of our existing debt, we are permitted under
certain circumstances to incur additional debt, grant liens on our assets to secure existing or future debt, recapitalize our debt or take a number of other actions that
could have the effect of diminishing our ability to make payments on our debt when due. To the extent that we borrow additional funds, the terms of such borrowings
may include higher interest rates, more stringent financial covenants, change of control provisions, make-whole provisions or other terms that could have a material
adverse effect on our business, financial condition, results of operations and prospects.
Credit ratings downgrades could adversely affect us.
Our credit ratings and associated outlooks are critical to our reputation and operational and financial success. Our credit ratings and associated outlooks are
influenced by a number of factors, including: operating environment, regulatory environment, earnings and profitability trends, the rating agencies’ view of our funding
and liquidity management practices, balance sheet size/composition and resulting leverage, cash flow coverage of interest, composition and size of the capital base,
available liquidity, outstanding borrowing levels, our competitive position in the industry, our relationships in the industry, our relationship with Cantor, acquisitions or
dispositions of assets and other matters. A credit rating and/or the associated outlook can be revised upward or downward at any time by a rating agency if such rating
agency decides that circumstances of that company or related companies warrant such a change. Any adverse ratings change or a downgrade in the credit ratings of
Newmark, Cantor or any of their other affiliates, and/or the associated ratings outlooks could adversely affect the availability of debt, including with respect to our
7.500% Senior Notes, financing to us on acceptable terms, as well as the cost and other terms upon which we may obtain any such financing. In addition, our credit
ratings and associated outlooks may be important to clients of ours in certain markets and in certain transactions. A company’s contractual counterparties may, in certain
circumstances, demand collateral in the event of a credit ratings or outlook downgrade of that company. Further, interest rates payable on our future or currently
outstanding debt may increase in the event that our ratings get downgraded; for example,
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under the terms of our 7.500% Senior Notes, a downgrade in our credit ratings by Fitch Ratings Inc. or Standard & Poor’s would lead to an increase in the interest rate
payable on those notes.
As of December 31, 2023, our long-term credit ratings from Japan Credit Rating Agency, Ltd. are BBB+ with a stable outlook, and from both Fitch Ratings
Inc. and Kroll Bond Rating Agency are BBB-, and the associated outlooks are stable. Our long-term credit rating from Standard & Poor’s is BB+ with an associated
outlook of stable. No assurance can be given that our credit ratings and associated outlooks will remain unchanged in the future.
Our acquisitions may require significant cash resources and may lead to a significant increase in the level of our indebtedness.
Potential future acquisitions may lead to a significant increase in the level of our indebtedness. We may enter into short- or long-term financing arrangements
in connection with acquisitions which may occur from time to time. In addition, we may incur substantial nonrecurring transaction costs, including break-up fees,
assumption of liabilities and expenses and compensation expenses. The increased level of our consolidated indebtedness in connection with potential acquisitions may
restrict our ability to raise additional funding or capital on favorable terms, and such leverage, and any resulting liquidity or credit issues, could have a material adverse
effect on our business, financial condition, results of operations and prospects.
Risks Related to Our 7.500% Senior Notes
We may not have the funds necessary to repurchase the 7.500% Senior Notes upon a change of control triggering event as required by the indenture
governing these notes.
Upon the occurrence of a “change of control triggering event” (as defined in in the indenture governing the 7.500% Senior Notes) unless we have exercised
our right to redeem the notes, holders of the notes will have the right to require us to repurchase all or any part of their notes at a price in cash equal to 101% of the
then-outstanding aggregate principal amount of the notes repurchased plus accrued and unpaid interest, if any. If we experience a “change of control triggering event,”
we can offer no assurance that we would have sufficient, financial resources readily available to satisfy our obligations to repurchase any or all of the notes should any
holder elect to cause us to do so. Our failure to repurchase the notes as required would result in a default under the indenture, which in turn could result in defaults
under agreements governing certain of our other indebtedness, including the acceleration of the payment of any borrowings thereunder, and which could have a material
adverse effect on our business, financial condition, results of operations and prospects.
The requirement to offer to repurchase the 7.500% Senior Notes upon a change of control triggering event may delay or prevent an otherwise beneficial
takeover attempt of us.
The requirement to offer to repurchase the 7.500% Senior Notes upon a change of control triggering event may in certain circumstances delay or prevent a
takeover of us and/or the removal of incumbent management that might otherwise be beneficial to investors in our Class A common stock.
RISKS RELATED TO OUR CORPORATE AND PARTNERSHIP AND EQUITY STRUCTURE
We are a holding company, and accordingly we are dependent upon distributions from Newmark OpCo to pay dividends, taxes and indebtedness and other
expenses and to make repurchases.
We are a holding company with no direct operations, and we will be able to pay dividends, taxes and other expenses, and to make repurchases of shares of our
Class A common stock and purchases of Newmark Holdings limited partnership interests or other equity interests in our subsidiaries, only from our available cash on
hand and funds received from distributions, loans or other payments, primarily from Newmark OpCo. Tax restrictions or elections and other legal or contractual
restrictions may limit our ability to transfer funds freely from our subsidiaries. In addition, any unanticipated accounting, tax or other charges against net income could
adversely affect our ability to pay dividends and to make repurchases.
Our Board of Directors and Audit Committee authorized repurchases of shares of our Class A common stock and purchases of limited partnership interests or
other equity interests in our subsidiaries up to $400 million. This authorization includes repurchases of stock or units from executive officers, other employees and
partners, including Cantor, as well as other affiliated persons or entities. From time to time, we may repurchase shares or purchase units. See “—Risks Related to Our
Business—Risks Related to Liquidity, Funding and Indebtedness— Liquidity is essential to our business, and insufficient liquidity could have a material adverse effect
on our business, financial condition, results of operations and prospects.”
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Reductions in our quarterly cash dividend and corresponding reductions in distributions by Newmark Holdings to its partners may reduce the value of our
common stock and the attractiveness of our equity-based compensation and limit the ability of our partners to repay employee loans.
On February 21, 2024 our Board declared a quarterly cash dividend of $0.03 per share to Class A and Class B common stockholders of record as of March 8,
2024. Investors seeking a high short-term dividend yield may find our Class A common stock less attractive than securities of issuers with higher dividend yields.
Our ability to pay dividends is dependent upon our available cash on hand and funds received from distributions, loans or other payments from Newmark
OpCo. Newmark OpCo intends to distribute to its limited partners, including us, on a pro rata and quarterly basis, cash in an amount that will be determined by
Newmark Holdings, its general partner, of which we are the general partner. Newmark OpCo’s ability, and in turn our ability, to make such distributions will depend
upon the continuing profitability and strategic and operating needs of our business. We may not pay the same dividend to our shares as the distribution paid by
Newmark OpCo to its limited partners.
In November 2022, our Board of Directors reauthorized our stock and unit repurchase authorization to $400 million. In addition, from time to time, we may
reinvest all or a portion of the distributions we receive in Newmark OpCo’s business. Accordingly, there can be no assurance that future dividends will be paid, that
dividend amounts will be maintained or that repurchases or purchases will be made at current or future levels. See “Capital Deployment Priorities, Dividend Policy and
Repurchase and Redemption Program” in Part II, Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Because our voting control is concentrated among the holders of our Class B common stock, the market price of our Class A common stock may be
materially adversely affected by its disparate voting rights.
The holders of our Class A common stock and Class B common stock have substantially identical economic rights, but their voting rights are different. Holders
of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to 10 votes per share on all matters to be voted on by
stockholders in general.
As of December 31, 2023, Cantor and CFGM held no shares of our Class A common stock. As of December 31, 2023, Cantor and CFGM held 21,285,533
shares of our Class B common stock, which represented all of the outstanding shares of our Class B common stock. The shares of Class B common stock held by
Cantor and CFGM as of December 31, 2023 represented approximately 58.2% of our total voting power. In addition, Cantor has the right to exchange exchangeable
partnership interests in Newmark Holdings into additional shares of Class A or Class B common stock, and pursuant to the Exchange Agreement, Cantor, CFGM and
other Cantor affiliates entitled to hold Class B common stock under our Certificate of Incorporation have the right to exchange from time to time, on a one-to-one basis,
subject to adjustment, shares of our Class A common stock now owned or subsequently acquired by such persons for shares of our Class B common stock, up to the
number of shares of Class B common stock that are authorized but unissued under our Certificate of Incorporation. Cantor has pledged 5.0 million shares of Class B
common stock held by it to Bank of America in connection with certain partner loans. We expect to retain our dual class structure, and there are no circumstances under
which the holders of Class B common stock would be required to convert their shares of Class B common stock into shares of Class A common stock, absent the
exercise of the pledge in the event of foreclosure.
As long as Cantor beneficially owns a majority of our total voting power, it will have the ability, without the consent of the other holders of our Class A
common stock, to elect all of the members of our Board of Directors and to control our management and affairs. In addition, it will be able to in its sole discretion
determine the outcome of matters submitted to a vote of our stockholders for approval and will be able to cause or prevent a change of control of us.
Our Class B common stock is controlled by Cantor and will not be subject to conversion or redemption by us. Our Certificate of Incorporation does not
provide for automatic conversion of shares of Class B common stock into shares of Class A common stock upon the occurrence of any event. Furthermore, the Class B
common stock is only issuable to Cantor, Mr. Lutnick or certain persons or entities controlled by them. The difference in the voting rights of Class B common stock
could adversely affect the market price of our Class A common stock.
The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
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S&P Dow Jones Indices and FTSE Russell have previously excluded companies with multiple classes of shares of common stock from being added to their
indices or limited their inclusion in them. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. It is
possible that the dual class structure of our common stock may prevent the inclusion of our Class A common stock in such indices and may cause shareholder advisory
firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from
indices could result in a less active trading market for our Class A common stock. Any actions or publications by shareholder advisory firms critical of our corporate
governance practices or capital structure could also adversely affect the value of our Class A common stock.
Delaware law may protect decisions of our Board of Directors that have a different effect on holders of our Class A common stock and Class B common
stock.
Stockholders may not be able to challenge decisions that have an adverse effect upon holders of our Class A common stock compared to holders of our Class B
common stock if our Board of Directors acts in a disinterested, informed manner with respect to these decisions, in good faith and in the belief that it is acting in the
best interests of our stockholders. Delaware law generally provides that a Board of Directors owes an equal duty to all stockholders, regardless of class or series, and
does not have separate or additional duties to different groups of stockholders, subject to applicable provisions set forth in a corporation’s certificate of incorporation
and general principles of corporate law and fiduciary duties.
If we or Newmark Holdings were deemed an “investment company” under the Investment Company Act, the Investment Company Act’s restrictions could
make it impractical for us to continue our business and structure as contemplated and could materially adversely affect our business, financial condition, results of
operations and prospects.
Generally, an entity is deemed an “investment company” under Section 3(a)(1)(A) of the Investment Company Act if it is primarily engaged in the business of
investing, reinvesting, or trading in securities, and is deemed an “investment company” under Section 3(a)(1)(C) of the Investment Company Act if it owns “investment
securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We
believe that neither we nor Newmark Holdings should be deemed an “investment company” as defined under Section 3(a)(1)(A) because neither of us is primarily
engaged in the business of investing, reinvesting, or trading in securities. Rather, through our operating subsidiaries, we and Newmark Holdings are primarily engaged
in the operation of various types of commercial real estate services businesses as described in this Annual Report on Form 10-K. Neither we nor Newmark Holdings is
an “investment company” under Section 3(a)(1)(C) because more than 60% of the value of our total assets on an unconsolidated basis are interests in majority-owned
subsidiaries that are not themselves “investment companies.” In particular, Berkeley Point, a significant majority-owned subsidiary, is entitled to rely on, among other
things, the mortgage banker exemption in Section 3(c)(5)(C) of the Investment Company Act.
To ensure that we and Newmark Holdings are not deemed “investment companies” under the Investment Company Act, we need to be primarily engaged,
directly or indirectly, in the non-investment company businesses of our operating subsidiaries. If we were to cease participation in the management of Newmark
Holdings, if Newmark Holdings, in turn, were to cease participation in the management of Newmark OpCo, or if Newmark OpCo, in turn, were to cease participation in
the management of our operating subsidiaries, that would increase the possibility that we and Newmark Holdings could be deemed “investment companies.” Further, if
we were deemed not to have a majority of the voting power of Newmark Holdings (including through our ownership of the Special Voting Limited Partnership
Interest), if Newmark Holdings, in turn, were deemed not to have a majority of the voting power of Newmark OpCo (including through its ownership of the Special
Voting Limited Partnership Interest), or if Newmark OpCo, in turn, were deemed not to have a majority of the voting power of our operating subsidiaries, that would
increase the possibility that we and Newmark Holdings could be deemed “investment companies.” Finally, if any of our operating subsidiaries were deemed
“investment companies,” our interests in Newmark Holdings and Newmark OpCo, and Newmark Holdings’ interests in Newmark OpCo, could be deemed “investment
securities,” and we and Newmark Holdings could be deemed “investment companies.”
We expect to take all legally permissible action to ensure that we and Newmark Holdings are not deemed investment companies under the Investment
Company Act, but no assurance can be given that this will not occur.
The Investment Company Act and the rules thereunder contain detailed prescriptions for the organization and operations of investment companies. Among
other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, limit the issuance of debt and equity securities, prohibit
the issuance of stock options and impose certain governance requirements. If anything were to happen that would cause us or Newmark Holdings to be deemed to be an
investment company under the Investment Company Act, the Investment Company Act would limit our or its capital
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structure, ability to transact business with affiliates (including Cantor, Newmark Holdings or Newmark OpCo, as the case may be) and ability to compensate key
employees. Therefore, if we or Newmark Holdings became subject to the Investment Company Act, it could make it impractical to continue our business in this
structure, impair agreements and arrangements and impair the transactions contemplated by those agreements and arrangements, between and among us, Newmark
Holdings and Newmark OpCo, or any combination thereof, and materially adversely affect our business, financial condition, results of operations and prospects.
We may be required to pay Cantor for a significant portion of the tax benefit, if any, relating to any additional tax depreciation or amortization deductions
we claim as a result of any step up in the tax basis of the assets of Newmark OpCo resulting from exchanges of interests held by Cantor in Newmark Holdings for
our common stock.
Certain partnership interests in Newmark Holdings may be exchanged for shares of Newmark common stock. In the vast majority of cases, the partnership
units that become exchangeable for shares of Newmark common stock are units that have been granted as compensation, and, therefore, the exchange of such units will
not result in an increase in Newmark’s share of the tax basis of the tangible and intangible assets of Newmark OpCo. However, exchanges of other partnership units—
including non-tax-free exchanges of units by Cantor—could result in an increase in the tax basis of such tangible and intangible assets that otherwise would not have
been available, although the Internal Revenue Service may challenge all or part of that tax basis increase, and a court could sustain such a challenge by the Internal
Revenue Service. These increases in tax basis, if sustained, may reduce the amount of tax that Newmark would otherwise be required to pay in the future. In such
circumstances, the tax receivable agreement that Newmark entered into with Cantor provides for the payment by Newmark to Cantor of 85% of the amount of cash
savings, if any, in the U.S. federal, state and local income tax or franchise tax that Newmark actually realizes as a result of these increases in tax basis and certain other
tax benefits related to its entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. It is expected
that Newmark will benefit from the remaining 15% cash savings, if any, in income tax that we realize.
RISKS RELATED TO OUR RELATIONSHIP WITH CANTOR AND ITS AFFILIATES
We are controlled by Cantor. Cantor’s interests may conflict with our interests, and Cantor may exercise its control in a way that favors its interests to our
detriment, including in competition with us for acquisitions or other business opportunities.
As of December 31, 2023, Cantor and CFGM held no shares of our Class A common stock. As of December 31, 2023, Cantor and CFGM held 21,285,533
shares of our Class B common stock, which represented all of the outstanding shares of our Class B common stock. The shares of Class B common stock held by
Cantor and CFGM as of December 31, 2022 represented approximately 58.2% of our total voting power. Cantor and CFGM also own 26,921,248 exchangeable limited
partnership units of Newmark Holdings. If Cantor and CFGM were to exchange such units into shares of our Class B common stock, Cantor would have approximately
76.0% of our total voting power as of December 31, 2022 (61.10% if Cantor were to exchange such units into shares of our Class A common stock). We expect to retain
our dual class structure, and there are no circumstances under which the holders of Class B common stock would be required to convert their shares of Class B common
stock into shares of Class A common stock.
Cantor, directly through its ownership of shares of our Class A common stock and Class B common stock, and Mr. Lutnick, indirectly through his control of
Cantor, are each able to exercise control over our management and affairs and all matters requiring stockholder approval, including the election of our directors and
determinations with respect to acquisitions and dispositions, as well as material expansions or contractions of our business, entry into new lines of business and
borrowings and issuances of our Class A common stock and Class B common stock or other securities. This control is subject to the approval of our Audit Committee
on those matters requiring such approval. Cantor’s voting power may also have the effect of delaying or preventing a change of control of us.
Cantor’s and Mr. Lutnick’s ability to exercise control over us could create or appear to create potential conflicts of interest. See “—Mr. Lutnick has actual or
potential conflicts of interest because of his positions with BGC Group and/or Cantor or its other affiliates.” Conflicts of interest may arise between us and Cantor in a
number of areas relating to our past and ongoing relationships, including:
•
•
•
•
potential acquisitions and dispositions of businesses, mergers, joint ventures, investments or similar transactions;
the issuance, acquisition or disposition of securities by us;
the election of new or additional directors to our Board of Directors;
the payment of dividends by us (if any), distribution of profits by Newmark OpCo and/or Newmark Holdings and repurchases of shares of our Class A
common stock or purchases of Newmark Holdings limited partnership interests or
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other equity interests in our subsidiaries, including from Cantor or our executive officers, other employees, partners and others;
any loans to or from us or Cantor, or any financings or credit arrangements that relate to or depend on our relationship with Cantor or its relationship with us;
business operations or business opportunities of ours and Cantor’s that would compete with the other party’s business opportunities;
intellectual property matters;
business combinations involving us; and
the nature, quality and pricing of administrative services and transition services to be provided to or by Cantor or its affiliates.
•
•
•
•
•
Potential conflicts of interest could also arise if we decide to enter into any new commercial arrangements with Cantor in the future or in connection with
Cantor’s desire to enter into new commercial arrangements with third parties.
We also expect Cantor to manage its ownership of us so that it will not be deemed to be an investment company under the Investment Company Act, including
by maintaining its voting power in us above a majority absent an applicable exemption from the Investment Company Act. This may result in conflicts with us,
including those relating to acquisitions or offerings by us involving issuances of shares of our Class A common stock, or securities convertible or exchangeable into
shares of our Class A common stock, which would dilute Cantor’s voting power in us. See “—Risks Related to Our Corporate and Partnership and Equity Structure—If
we or Newmark Holdings were deemed an “investment company” under the Investment Company Act, the Investment Company Act’s restrictions could make it
impractical for us to continue our business and structure as contemplated and could materially adversely affect our business, financial condition, results of operations
and prospects.”
In addition, Cantor has from time to time in the past and may in the future consider possible strategic realignments of its own business and/or of the
relationships that exist between and among Cantor and its other affiliates and us. Any future material related-party transaction or arrangement between Cantor and its
other affiliates and us is subject to the prior approval by our Audit Committee, but generally does not require the separate approval of our stockholders, and if such
stockholder approval is required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of our other
stockholders. Further, our regulators may require the consolidation, for regulatory purposes, of Cantor and/or its other affiliates and us or require other restructuring of
the group. There is no assurance that such consolidation or restructuring would not result in a material expense or disruption to our business.
We also have entered into agreements that provide certain rights to the holder of a majority of the Newmark Holdings exchangeable limited partnership
interest, which is currently Cantor. For example, the Separation and Distribution Agreement provides that dividends for a year to our common stockholders that are 25%
or more of our post-tax Adjusted Earnings per fully diluted share for such year shall require the consent of the holder of a majority of the Newmark Holdings
exchangeable limited partnership interests. In addition, the Separation and Distribution Agreement requires Newmark to contribute any reinvestment cash (i.e., any
cash that Newmark retains, after the payment of taxes, as a result of distributing a smaller percentage than Newmark Holdings from the distributions they receive from
Newmark OpCo), as an additional capital contribution with respect to its existing limited partnership interest in Newmark OpCo, unless Newmark and the holder of a
majority of the Newmark Holdings exchangeable limited partnership interests agree otherwise. It is possible that Cantor, as the holder of a majority of the Newmark
Holdings exchangeable limited partnership interest, will not agree to a higher dividend percentage or a different use of reinvestment cash, even if doing so might be
more advantageous to the Newmark stockholders.
Our agreements and other arrangements with BGC Group and Cantor, including the Separation and Distribution Agreement, may be amended upon agreement
of the parties to those agreements and approval of our Audit Committee. We may not be able to resolve any potential conflicts, and, even if we do, the resolution may be
less favorable to us than if we were dealing with an unaffiliated party. In order to address potential conflicts of interest between or among BGC Group, Cantor and their
respective representatives and us, our Certificate of Incorporation contains provisions regulating and defining the conduct of our affairs as they may involve BGC
Group and/or Cantor and their respective representatives, and our powers, rights, duties and liabilities and those of our representatives in connection therewith.
Cantor may compete with us for acquisitions or other business opportunities.
Cantor has existing real estate-related businesses and Newmark and Cantor are co-sponsors of a SPAC named Newmark Acquisition Corp. In addition, from
time to time, Cantor may sponsor other SPACs or invest in other ventures which
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have a real estate focus. While these businesses do not currently compete with Newmark, it is possible that, in the future, real estate-related opportunities in which
Newmark would be interested may also be pursued by Cantor and/or Cantor may conduct activities in any real estate-related business or asset-backed securities-related
business or any extensions thereof and ancillary activities thereto. For example, Cantor’s commercial lending business has historically offered conduit loans to the
multifamily market. While conduit loans have certain key differences versus multifamily agency loans, such as those offered by our capital markets business, there can
be no assurance that Cantor’s lending businesses will not seek to offer multifamily loans to our existing and potential multifamily customer base.
Moreover, the service of officers or partners of Cantor as our executive officers and directors, and those persons’ ownership interests in and payments from
Cantor and its affiliates, SPACs and similar investments or other entities, could create conflicts of interest when we and those directors or executive officers are faced
with decisions that could have different implications for us and them.
Our Certificate of Incorporation provides that, to the greatest extent permitted by law, no Cantor Company or BGC Group Company, each as defined in our
Certificate of Incorporation, or any of the representatives, as defined in our Certificate of Incorporation, of a Cantor Company or BGC Group Company will, in its
capacity as our stockholder or affiliate, owe or be liable for breach of any fiduciary duty to us or any of our stockholders. In addition, to the greatest extent permitted by
law, none of any Cantor Company, BGC Group Company or any of their respective representatives will owe any duty to refrain from engaging in the same or similar
activities or lines of business as us or our representatives or doing business with any of our or our representatives’ clients or customers. If any Cantor Company, BGC
Group Company or any of their respective representatives acquires knowledge of a potential transaction or matter that may be a corporate opportunity (as defined in our
Certificate of Incorporation) for any such person, on the one hand, and us or any of our representatives, on the other hand, such person will have no duty to
communicate or offer such corporate opportunity to us or any of our representatives, and will not be liable to us, any of our stockholders or any of our representatives
for breach of any fiduciary duty by reason of the fact that they pursue or acquire such corporate opportunity for themselves, direct such corporate opportunity to another
person or do not present such corporate opportunity to us or any of our representatives, subject to the requirement described in the following sentence. If a third-party
presents a corporate opportunity to a person who is both our representative and a representative of a BGC Group Company and/or a Cantor Company, expressly and
solely in such person’s capacity as our representative, and such person acts in good faith in a manner consistent with the policy that such corporate opportunity belongs
to us, then such person will be deemed to have fully satisfied and fulfilled any fiduciary duty that such person has to us as our representative with respect to such
corporate opportunity, provided that any BGC Group Company, any Cantor Company or any of their respective representatives may pursue such corporate opportunity
if we decide not to pursue such corporate opportunity.
The corporate opportunity policy that is included in our Certificate of Incorporation is designed to resolve potential conflicts of interest between us and our
representatives and BGC Group, Cantor and their respective representatives. The Newmark Holdings and Newmark OpCo limited partnership agreements contain
similar provisions with respect to us and/or BGC Group and Cantor and each of our respective representatives. This policy, however, could make it easier for BGC
Group or Cantor to compete with us. If BGC Group or Cantor competes with us, it could materially harm our business, financial condition, results of operations and
prospects.
Mr. Lutnick has actual or potential conflicts of interest because of his positions with BGC Group and/or Cantor or its other affiliates.
Mr. Lutnick serves as Chairman of the Board and Chief Executive Officer of BGC Group and as Chairman and Chief Executive Officer of Cantor and holds
offices at various other affiliates of Cantor and serves as an officer and director of several SPACs. He has also joined, and may in the future join, the board of other
public companies from time to time. Further, Mr. Lutnick’s family members are periodically employed by our businesses. In addition, Mr. Lutnick owns BGC Group
common stock and equity interests in Cantor and other affiliates. These interests may be significant compared to his total assets. Although BGC Group is no longer our
parent following the Spin-Off, Cantor controls both us and BGC Group. Mr. Lutnick’s positions at BGC Group and/or Cantor, any family employment or other
relationships, and the ownership of any such equity or the equity of any of Cantor’s other affiliates create, or may create the appearance of, conflicts of interest when he
is faced with decisions that could have different implications for BGC Group, Cantor or any of such other affiliates than the decisions have for us.
Agreements between us and/or Cantor or its affiliates are between related parties, and the terms of these agreements may be less favorable to us than those
that we could negotiate with third parties and may subject us to litigation.
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Our relationship with Cantor and/or its affiliates may result in agreements with Cantor and/or its affiliates that are between related parties. For example, we
provide to and receive from Cantor and/or its affiliates various administrative services and transition services. As a result, the prices charged to us or by us for services
provided under any agreements with such entities may be higher or lower than prices that may be charged by third parties, and the terms of these agreements may be
less favorable to us than those that we could have negotiated with third parties. Any future material related-party transaction or arrangement between us and such parties
is subject to the prior approval by our Audit Committee, but generally does not require the separate approval of our stockholders, and if such stockholder approval were
required, Cantor may retain sufficient voting power to provide any such requisite approval without the affirmative consent of our other stockholders. These related-party
relationships may also from time to time subject us to litigation.
We are controlled by Cantor. Cantor controls its wholly owned subsidiary, CF&Co, which may provide us with investment banking services from time to
time. In addition, Cantor, CF&Co and their affiliates may provide us with advice and other services from time to time.
We are controlled by Cantor. Cantor, in turn, controls its wholly owned subsidiary, CF&Co. Cantor, CF&Co and their affiliates have provided investment
banking services to us and our affiliates in the past and may be expected to do so in the future, including acting as our financial advisor in connection with business
combinations, dispositions or other transactions, and placing or recommending to us various investments, stock loans or cash management vehicles. They receive
customary fees and commissions for these services in accordance with our investment banking engagement letter with CF&Co. They may also receive brokerage and
market data and analytics products and services from us and our respective affiliates. CF&Co may make a market in our notes once the appropriate registration
statement is filed with the SEC.
RISKS RELATED TO OWNERSHIP OF OUR CLASS A COMMON STOCK AND OUR STATUS AS A PUBLIC COMPANY
If we fail to implement and maintain an effective internal control environment, our operations, reputation and stock price could suffer, we may need to
restate our financial statements and we may be delayed in or prevented from accessing the capital markets.
As a public company, we are required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the
effectiveness of our internal control over financial reporting. This assessment is required to include disclosure of any material weaknesses identified by our management
in our key internal controls over financial reporting. A material weakness is a control deficiency or combination of control deficiencies that results in more than a
remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. To ensure compliance with Section 404, we
will continue to evaluate our key internal controls over financial reporting, including with respect to acquisitions.
Internal controls over financial reporting, no matter how well designed, have inherent limitations. Therefore, internal controls determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Due to the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Moreover,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. As such, we could lose investor confidence in the accuracy and completeness of our financial
reports, which may have a material adverse effect on our reputation and stock price.
Our ability to identify and remediate any material weaknesses in our internal controls over financial reporting could affect our ability to prepare financial
reports in a timely manner, control our policies, procedures, operations and assets, assess and manage our operational, regulatory and financial risks, and integrate our
acquired businesses. Similarly, we need to effectively manage any growth that we achieve in such a way as to ensure continuing compliance with all applicable control,
financial reporting and legal and regulatory requirements. Any material failure to ensure full compliance with control and financial reporting requirements could result
in restatement of our financial statements, delay or prevent us from accessing the capital markets and harm our reputation and/or the market price for our Class A
common stock.
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Purchasers of our Class A common stock, as well as existing stockholders, may experience significant dilution as a result of sales of shares of our Class A
common stock by us, and the perception that such sales could occur may adversely affect prevailing market prices for our stock.
We may sell shares of our Class A common stock from time to time, including, without limitation, in connection with underwritten offerings, any “at-the-
market” controlled equity offering program we may establish, or to our employees and partners. We may also facilitate other potential forms of employee share
monetization including issuance of shares to employees and partners which may be sold through broker transactions. As a well-known seasoned issuer, we may file an
automatic shelf registration statement and commence an offering immediately thereafter.
We have an effective registration statement on Form S-4 with respect to the offer and sale of up to 20 million shares of our Class A common stock from time to
time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities. As of December 31, 2023, we
have issued an aggregate of 2,176,415 shares of our Class A common stock under this registration statement. We have filed registration statements on Form S-8
pursuant to which we have registered the shares underlying the Equity Plan. As of December 31, 2023, there were 304.2 million shares remaining for sale under such
registration statements.
The prices at which shares may be sold in any offering of our Class A common stock will vary, and these variations may be significant. Purchasers of these
shares may suffer significant dilution if the price they pay is higher than the price paid by other purchasers of shares of our Class A common stock in any offerings of
shares of our Class A common stock.
Our management will have broad discretion as to the timing and amount of sales of our Class A common stock in any offering by us, as well as the application
of the net proceeds of any such sales. Accordingly, purchasers in any such offering will be relying on the judgment of our management with regard to the use of such
net proceeds, and purchasers will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately. It is
possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us and cause the price of our Class A common stock to decline.
We cannot predict the effect, if any, of future sales of our Class A common stock, or the availability of shares for future sales, on the market price of our Class
A common stock. Sales of substantial amounts of our Class A common stock, or the perception that such sales could occur, could dilute existing holders of our Class A
common stock and may adversely affect prevailing market prices for our Class A common stock.
In addition, the sale by us of any shares of our Class A common stock may decrease our existing Class A common stockholders’ proportionate ownership
interest in us, reduce the amount of cash available per share for dividends payable on shares of our Class A common stock and diminish the relative voting strength of
each previously outstanding share of our Class A common stock.
Delaware law, our corporate organizational documents and other requirements may impose various impediments to the ability of a third-party to acquire
control of us, which could deprive our investors of the opportunity to receive a premium for their shares.
We are a Delaware corporation, and the anti-takeover provisions of the DGCL, our Certificate of Incorporation and our Bylaws impose various impediments to
the ability of a third-party to acquire control of us, even if a change of control would be beneficial to our Class A stockholders.
These provisions, summarized below, may discourage coercive takeover practices and inadequate takeover bids. These provisions may also encourage persons
seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to
negotiate with the initiator of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the disadvantages of discouraging those proposals because
negotiation of them could result in an improvement of their terms.
Our Bylaws provide that special meetings of stockholders may be called only by the Chairman of our Board of Directors, or in the event the Chairman of our
Board of Directors is unavailable, by the Chief Executive Officer or by the holders of a majority of the voting power of our Class B common stock, which is currently
held by Cantor and CFGM. In addition, our Certificate of Incorporation permits us to issue “blank check” preferred stock.
Our Bylaws require advance written notice prior to a meeting of our stockholders of a proposal or director nomination which a stockholder desires to present at
such a meeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy statement for the
preceding year’s annual meeting. In the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice
by the
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stockholder to be timely must be so delivered not later than the close of business on the later of the 120th day prior to the date of such proxy statement or the tenth day
following the day on which public announcement of the date of such meeting is first made by us. Our Bylaws provide that all amendments to our Bylaws must be
approved by either the holders of a majority of the voting power of all of our outstanding capital stock entitled to vote or by a majority of our Board of Directors.
We have elected in our Certificate of Incorporation not to be subject to Section 203 of the DGCL, which generally prohibits a publicly held Delaware corporation
from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock, for a period of three years
following the date on which the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the
person became an interested stockholder is approved in accordance with Section 203. Accordingly, we are not subject to the anti-takeover effects of Section 203.
However, our Certificate of Incorporation contains provisions that have the same effect as Section 203, except that they provide that each of the Qualified Class B
Holders, as defined therein, and certain of their direct transferees will not be deemed to be “interested stockholders,” and accordingly will not be subject to such
restrictions.
Further, our Equity Plan contains provisions pursuant to which grants that are unexercisable or unvested may automatically become exercisable or vested as of the
date immediately prior to certain change of control events. Additionally, change in control and employment agreements between us and our named executive officers
also provide for certain grants, payments and grants of exchangeability, and exercisability in the event of certain change of control events.
The foregoing factors, as well as the significant common stock ownership by Cantor, including shares of our Class B common stock, and rights to acquire
additional such shares, and the provisions of any debt agreements could impede a merger, takeover or other business combination or discourage a potential investor
from making a tender offer for our Class A common stock that could result in a premium over the market price for shares of Class A common stock.
Our Certificate of Incorporation provides that a state court located within the State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal court for the District of Delaware) shall be the sole and exclusive forum for substantially all disputes between us and our stockholders,
which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, a state court located within the State of Delaware (or, if
no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware) shall be the sole and exclusive forum for any
derivative action or proceeding brought on our behalf; any action asserting a claim for or based on a breach of duty or obligation owed by any current or former
director, officer, employee or agent of ours to us or to our stockholders, including any claim alleging the aiding and abetting of such a breach; any action asserting a
claim against us or any current or former director, officer, employee or agent of ours arising pursuant to any provision of the DGCL or our Certificate of Incorporation
or Bylaws; any action asserting a claim related to or involving us that is governed by the internal affairs doctrine; or any action asserting an “internal corporate claim”
as that term is defined in Section 115 of the DGCL. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and
agents. Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action,
we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial
condition, results of operations and prospects.
GENERAL RISKS
Employee misconduct, fraud, miscommunication or error could harm us by impairing our ability to attract and retain customers and subjecting us to
significant financial losses, legal liability, regulatory sanctions and penalties and reputational harm; moreover, misconduct is difficult to detect and deter, and error
is difficult to prevent.
Employee errors and miscommunication, including mistakes in executing, recording or processing transactions for customers, could cause us to suffer liability,
loss, sanction and/or reputational harm, which could expose us to the risk of material losses even if the errors and miscommunication are detected and the transactions
are unwound or reversed.
It is not always possible to deter and detect employee misconduct or fraud or prevent errors and miscommunications. While we have various supervisory
systems and compliance processes and procedures in place, and seek to mitigate applicable risks, the precautions we take to deter and detect and prevent this activity
may not be effective in all cases. Misconduct or fraud
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by employees could include engaging in improper or unauthorized transactions or activities, failing to properly supervise other employees or improperly using
confidential information.
Ongoing scrutiny and changing expectations from stockholders with respect to the Company’s corporate responsibility or ESG practices may result in
additional costs or risks.
Companies across our industry are facing continuing scrutiny related to their corporate responsibility or ESG practices and related demographic disclosures.
Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also focused on such practices and related demographic
disclosures and in recent years have placed increasing importance on the non-financial impacts of their investments. Further, customer bids, requests for proposals and
other customer arrangements or opportunities may require disclosure of or improvements in ESG metrics in order to compete for business. While we have published a
corporate responsibility report and are focused on these efforts and disclosures, if our practices and disclosure of specific metrics do not meet customer, investor or
other industry participant expectations, which continue to evolve, we may not win or may lose customers, or may incur additional costs and our business, financial
condition, results of operations and prospects could be materially adversely affected.
We face increasing financial, regulatory, and transitional risks associated with the effects of climate change.
Extreme weather events such as flooding, hurricanes, tornadoes, earthquakes, extreme temperatures and wildfires could negatively impact our operations or the
physical assets and operations of our clients. Such weather events that affect one or more of our offices could disrupt our operations and increase our operating costs.
Additionally, regulation, including regulation designed to reduce the greenhouse gas emissions of buildings or any climate change related rules could negatively affect
us or our clients.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 1C. CYBERSECURITY
We are committed to combating the threat of cyber-attacks and to securing our business through our information security programs and developing a deep
understanding of cybersecurity risks, vulnerabilities, mitigations, and threats. We have a global cybersecurity process applicable to all subsidiaries and business lines.
Risk Management and Strategy
Our global cybersecurity processes form the comprehensive framework we utilize for planning, performing, managing, assessing, and improving our security
controls as they relate to cybersecurity, and form part of our overall risk management system. We aim to conduct our cybersecurity program in accordance with current
recognized global policies and standards for cybersecurity and information technology. These processes are managed by our cybersecurity team headed by our CISO
and supported by our business continuity teams.
We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic cybersecurity training to
employees. These measures include regular phishing simulations, annual general cybersecurity awareness training and data protection training. We also participate in
industry-specific cybersecurity roundtables and professional groups to ensure we remain abreast of industry-wide cybersecurity developments and best practices and
thereby enhance our threat identification processes and responses as necessary. Additionally, when engaging with and utilizing third-party vendors and partners for our
business, we conduct various oversight assessments, including due diligence and periodic monitoring to identify potential cybersecurity threats associated with our
conducting business with such vendors and partners and to ensure any corresponding risk exposure aligns with our business requirements and risk tolerances.
We maintain an incident reporting and escalation process in the event of any observed, detected, or suspected events that we believe may qualify as a
cybersecurity incident. Risks are identified based on a four-tier system, and tiers are assigned based on the service impact, user impact, financial impact, and security
impact that a threat may pose. Our processes include steps to recover our systems and information through established and tested system recovery plans and business
continuity plans, each based on the appropriate response associated with the corresponding tier of the identified threat. Our incident response process includes steps to
notify key incident management team members who are responsible for communicating with regulatory and other governmental authorities about cybersecurity events
as applicable and as required by law. We determine the materiality of such incidents based upon a number of factors including if the incident had or may have a material
impact on our business strategy, results of operations, or financial condition. This process involves a review of the nature of the incident by our cybersecurity team as
well as other members of management and employees with specialized technology or financial
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knowledge, including our CISO, CIO, and CFO, as applicable. In the event of a material breach, we have a process for escalation to appropriate members of our senior
management, and, where appropriate, to our Board and Audit Committee. These groups also collaborate in determining the appropriate response to such events and
disclosure of any material breach.
We engage third parties from time to time that assist us in the identification, assessment, and management of cybersecurity risks. We also engage cybersecurity
specialists to complete assessments of our cybersecurity processes, program and practices, including our data protection practices, as well as to conduct targeted attack
simulations. The feedback from these assessments and guidance from external specialists informs our overall risk management system and the development and
improvement of our processes to mitigate cybersecurity risks throughout the Company.
Disaster Recovery
Our processes address disaster recovery concerns. We operate most of our technology from dual-primary data centers in the cloud, with one located in the East
US region and the other in the West US region. Either site alone is capable of running all of our essential systems. In addition, we maintain technology operations from
regions in East Asia, West US and South Central US regions. Replicated instances of this technology are maintained in our East US region. All regions are built and
equipped to best-practice standards of physical security with appropriate environmental monitoring and safeguards. Failover for the majority of our systems is
automated.
Board Governance and Management
Our global cybersecurity processes are managed primarily by our CISO, whose experience includes approximately 25 years of service in roles relating to
assessing, managing and providing oversight for cybersecurity risks at public and private entities; our CIO, whose experience includes managing the technology
professionals and processes at public commercial real estate advisors, and our CFO, whose experience includes risk management and specialized financial knowledge.
Pursuant to the Audit Committee charter, the Audit Committee oversees the management of the Company’s risk management process, including the
identification, prioritization, assessment and management of risks related to cybersecurity. While our Board and Audit Committee members have broad experience in
risk management and in some cases technological expertise relating to cybersecurity, our CISO and CIO and management teams handle cybersecurity threat
management. The CISO and CIO provide the Board and Audit Committee periodic reports regarding the Company’s cybersecurity risks and threats, the status of
projects to strengthen our information security systems, assessments of our information security program, and any issues associated with the emerging threat landscape.
In addition, the CISO provides periodic reports to our executive officers, members of the boards of certain of our regulated entities internationally and other members of
our senior management as appropriate. Material events and updates are reported to the full Board and Audit Committee annually and on an ad hoc basis where
warranted based on the level of materiality of any such incidents as determined by the incident reporting and escalation process led by our CISO and CIO. Our
processes are regularly evaluated by internal and external experts, with the results of those reviews reported to senior management and, where appropriate, the Board
and Audit Committee.
Although we believe risks from cybersecurity threats have not materially affected our business strategy, results of operations, or financial condition to date,
they may in the future, and we continue to closely monitor risks from cybersecurity threats. For additional information on the impact of cybersecurity matters on us, see
“Risks Related to Our Business—Risks Related to Our IT Systems and Cybersecurity” in Part I, Item 1A, Risk Factors of this Annual Report on Form 10-K.
ITEM 2. PROPERTIES
Our principal executive offices are located at 125 Park Avenue, New York, New York 10017. They consist of approximately 150,000 square feet of space under a
lease that expires in 2031.
We operate out of more than 140 offices. In addition, we have licensed our name to 12 commercial real estate providers we consider business partners, which
operate out of 25 offices in certain locations where we do not have our own offices. We believe our facilities are sufficient for our current needs.
ITEM 3. LEGAL PROCEEDINGS
See Note 28 — “Commitments and Contingencies” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on
Form 10-K and the information under the heading “Legal Proceedings” included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and
Results of Operations, of this Annual Report on Form 10-K, for a description of our legal proceedings which is incorporated by reference herein.
59
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
60
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Our Class A common stock is traded on the Nasdaq Global Select Market under the symbol “NMRK.” There is no public trading market for our Class B
common stock, which is held by Cantor and CFGM.
As of February 26, 2024, there were 855 holders of record of our Class A common stock and two holders of record of our Class B common stock.
Capital Deployment Priorities, Dividend Policy and Repurchase and Redemption Program
Since 2021, we have returned $829.4 million dollars to shareholders through share repurchases and redemptions. In addition, we paid dividends and
distributions. We expect to continue returning capital to shareholders.
Since 2022, the Board has declared a quarterly dividend of $0.03 per share. In addition, Newmark has paid quarterly after-tax distributions to its partners. The
Exchange Ratio is adjusted in accordance with the terms of the Separation and Distribution Agreement due to any difference between our dividend policy and the
distribution policy of Newmark Holdings.
Any dividends, if and when declared by our Board, will be paid on a quarterly basis. No assurance can be made, however, that a dividend will be paid each
quarter. The declaration, payment, timing, and amount of any future dividends payable by us will be at the sole discretion of our Board. With respect to any distributions
which are declared, amounts paid to or on behalf of partners will at least cover their related tax payments. Whether any given post-tax amount is equivalent to the
amount received by a stockholder also on an after-tax basis depends upon stockholders’ and partners’ domiciles and tax status.
We are a holding company, with no direct operations, and therefore we are able to pay dividends only from our available cash on hand and funds received from
distributions from Newmark OpCo. Our ability to pay dividends may also be limited by regulatory considerations as well as by covenants contained in financing or
other agreements. In addition, under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our capital (as defined under Delaware
law), or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Accordingly, any unanticipated
accounting, tax, regulatory or other charges against net income may adversely affect our ability to declare and pay dividends. While we intend to declare and pay
dividends quarterly, there can be no assurance that our Board will declare dividends at all or on a regular basis or that the amount of our dividends will not change.
Stock and Unit Repurchase and Redemption Program and 2023 Activity
On November 4, 2022, our Board re-authorized share repurchases of Newmark Class A common stock and purchases of limited partnership interests in
Newmark’s subsidiaries by the Company in an aggregate amount up 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. From time to time, Newmark may actively
continue to repurchase shares and/or purchase units.
During the year ended December 31, 2023, Newmark repurchased 5,785,370 shares of Class A common stock at an average price of $6.47 per share.
During the year ended December 31, 2022, Newmark repurchased 24,918,482 shares of Class A common stock at an average price of $11.83 per share.
As of December 31, 2023, Newmark had $354.9 million remaining under its share repurchase and unit purchase authorization.
The following table details our share repurchase activity during the fourth quarter of 2023, including the total number of shares repurchased, the average price
paid per share, the number of shares repurchased as part of our publicly announced repurchase program and the approximate value that may yet be purchased under
such program as of December 31, 2023 (in thousands except shares and per share amounts):
Issuer Purchases of Equity Securities
61
Total
Number of
Shares
Repurchased
Average
Price Paid
per Share
Total Number of Shares
Repurchased as Part of
Publicly Announced
Program
Approximate
Dollar Value
of Shares and
Units That
May Yet Be
Repurchased/
Purchased
Under the
Program
October 1, 2023 – October 31, 2023
November 1, 2023 – November 30, 2023
December 1, 2023 – December 31, 2023
October 1, 2023 – December 31, 2023
373,260
—
270,602
643,862
$
$
$
6.38
—
10.27
8.01
373,260
—
270,602
—
—
—
643,862
$
354,852
Performance Graph
The performance graph below shows a comparison of the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested on
December 31, 2018, measured on December 31 of each year from 2018 through 2023. The peer group consists of CBRE Group, Inc., Colliers International Group Inc.,
Cushman & Wakefield plc, Jones Lang LaSalle Incorporated, and Savills plc. The returns of the peer group companies have been weighted according to their U.S.
dollar stock market capitalization for purposes of arriving at a peer group average. The chart includes the Russell 2000 Index, of which we are a member. Because this
index includes small cap U.S.-listed companies, and because we are not a part of the S&P 500 Index, we believe that the Russell 2000 Index is a better measure of our
stock’s relative performance.
Note: Peer group indices use beginning of period market capitalization weighting. The above graph was prepared by Zacks Investment Research, Inc. and used
with their permission, all rights reserved, Copyright 1980-2024. S&P 500 is Copyright © 2024 S&P Dow Jones Indices LLC, a division of S&P Global, all rights
reserved. Russell 2000 Copyright © 2024 Russell Investments. Used with permissions, all rights reserved.
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ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of Newmark’s financial condition and results of operations should be read together with Newmark’s accompanying consolidated
financial statements and related notes, as well as the “Special Note Regarding Forward-Looking Information” relating to forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, included elsewhere in this Annual Report on Form 10-K.
This discussion summarizes the significant factors affecting our results of operations and financial condition during the years ended December 31, 2023, 2022
and 2021. We operate in one reportable segment, real estate services. This discussion is provided to increase the understanding of, and should be read in conjunction
with, our accompanying consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.
Forward-Looking Cautionary Statements
Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements.
Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:
•
• macroeconomic and other challenges and uncertainties, including those resulting from the wars in Ukraine and Israel and other ongoing or new conflicts in
the Middle East or other jurisdictions, downgrades of U.S. Treasuries, fluctuating global interest rates, inflation and the Federal Reserve’s responses
thereto, fluctuations in the value of global currencies, including the U.S. dollar, liquidity concerns regarding and changes in capital requirements for
banking and financial institutions, changes in the economy, the commercial real estate services industry and the global financial markets, employment
levels, increasing energy costs, including such increasing costs’ effect on demand for commercial real estate and capital markets transaction volumes,
office space, levels of new lease activity and renewals, distressed non-GSE commercial mortgages, frequency of loan defaults and forbearance and
associated losses, and fluctuations in the mortgage-backed securities market, as well as potential changes in these factors as a result of the upcoming U.S.
Presidential election;
challenges relating to our repositioning of certain aspects of our business to adapt to and better address the needs of our clients in the future as a result of
the acceleration of pre-existing long-term social and economic trends, fluctuating interest rates and market uncertainty, and other legal, cultural and
political events and conflicts, and governmental measures taken in response thereto, including reductions in capital markets transaction volumes due to
fluctuating interest rates and market uncertainty, uncertainty in the timing of stabilization of interest rates and the recovery of transaction volumes,
changes in the mix of demand for commercial real estate space, including as a result of the COVID-19 pandemic, decreased demand for urban office and
retail space generally, which may be offset in whole or in part by increased demand for suburban office, data storage, fulfillment, and distribution centers
and life sciences facilities, that could materially reduce demand for commercial space and have a material adverse effect on the nature of and demand for
our commercial real estate services, including the time and expense related to such repositioning, as well as risks related to our entry into new geographic
markets or lines of business, declines in real estate values, including due to sales of loans previously held by failed financial institutions, increases in
commercial real estate lending rates, and risks related to the volume of committed investment capital;
• market conditions and volatility, fluctuations in transaction volumes, including changes in leasing and lending activity and debt volumes, the level of
worldwide governmental debt issuances, austerity programs, government stimulus packages, increases and decreases in the federal funds interest rate and
other actions to moderate inflation, increases or decreases in deficits and the impact of changing government tax rates, repatriation rules, deductibility of
interest, and other changes to monetary policy, potential political impasses, changing regulatory requirements or changes in legislation, regulations and
priorities, turmoil across regional banks and certain global investment banks, possible disruptions in transactions, and potential downturns including
recessions, and similar effects, which may not be predictable in future periods;
potential deterioration of equity and debt capital markets for commercial real estate and related services, potential unavailability of traditional sources of
financing and need for alternative sources, ongoing supply chain issues and other factors, and our ability to access the capital markets as needed or on
reasonable terms and conditions;
•
•
•
•
•
pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors, some of which may
have greater financial and operational resources than we do;
the effect of industry concentration and reorganization, reduction of customers and consolidation;
uncertainties related to integrating Knotel, Deskeo, BH2, McCall & Almy, Open Realty, Spring11 and Gerald Eve and the synergies and revenue growth
generated from these and other acquisitions as we build out our international and domestic businesses;
liabilities in connection with our business, including appraisal and valuation, sales and leasing and property and facilities management activities, that
exceed our insurance coverage;
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•
•
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•
•
•
liquidity, regulatory requirements and the impact of credit market events, political events and conflicts and actions taken by governments and businesses in
response thereto on the credit markets and interest rates;
our relationship and transactions with Cantor and its affiliates including CF&Co and CCRE, Newmark’s structure, including Newmark Holdings, which is
owned by Newmark, Cantor, Newmark’s employee partners and other partners, and Newmark OpCo, any related transactions, conflicts of interest, or
litigation, including with respect to executive compensation matters, loans to or from Newmark or Cantor, Newmark Holdings or Newmark OpCo,
including the balances and interest rates thereof from time to time and any convertible or equity features of any such loans, repurchase agreements and
joint ventures, and CF&Co’s acting as our placement agent in connection with certain capital markets transactions;
competition for and retention of brokers and other producers, managers and key employees, our ability to integrate newly hired producers, and the
duration of the period between when we hire producers and when they achieve full productivity;
the impact on our stock price from any future reduction of our dividend and potential future changes in our capital deployment priorities, including
repurchases of shares, purchases of limited partnership interests, and our dividend policy, and in Newmark Holdings’ distributions to partners;
the effect of layoffs, furloughs, salary cuts, and expected lower commissions or bonuses on the repayment of partner loans;
our ability to maintain or develop relationships with independently owned offices or affiliated businesses or partners in our businesses;
the impact of any acquisitions, restructuring or similar transaction on our business and financial results in current or future periods, including with respect
to any assumed liabilities or indemnification obligations with respect to such transactions, the integration of any completed acquisitions and the use of
proceeds of any completed dispositions;
our ability to effectively deploy our sources of liquidity to repurchase shares or limited partnership interests, pay any excise tax that may be imposed on
the repurchase of shares, reduce our debt, and invest in growing our business;
risks related to changes in our relationships with the GSEs and HUD and related changes in the credit markets;
risks related to changes in the future of the GSEs, including changes in the terms of applicable conservatorships and changes in their capabilities;
risks inherent in doing business in and expanding into international markets, including economic or geopolitical conditions or uncertainties, the actions of
governments or central banks, the risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls,
foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural
differences among personnel in different areas of the world, exchange controls and other restrictive government actions, the outbreak of hostilities, the
pursuit of trade, border control or other related policies by the U.S. and/or other countries (including U.S.-China trade relations), recent economic
volatility in the U.K., rising political and other tensions between the U.S. and China, as well as potential changes in these factors as a result of the
upcoming U.S. Presidential election;
political and civil unrest in the U.S. or abroad, including demonstrations, riots, boycotts, rising tensions with law enforcement, the impact of elections, or
other social and political developments, political and labor unrest, the impact of U.S. government shutdowns or impasses, including on HUD, as well as
potential changes in these factors as a result of the upcoming U.S. Presidential election;
the impact of terrorist acts, acts of war or other violence or political unrest, as well as disasters or weather-related or similar events, including hurricanes,
and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services, and
the impact of pandemics and other international health incidents;
the effect on our business, clients, the markets in which we operate, and the economy in general of fluctuating interest rates, market volatility, and
inflationary pressures and the Federal Reserve’s response thereto, infrastructure spending, changes in the U.S. and foreign tax and other laws, potential
policy and regulatory changes in Mexico and other countries, sequestrations, uncertainties regarding the debt ceiling and the federal budget, and future
changes to tax policy and other potential political policies resulting from elections and changes in governments;
our dependence upon our key employees, our ability to build out successful succession plans, our ability to enforce post-employment restrictive covenants
applicable to certain of our key employees, the impact of absence due to illness or leave of certain key executive officers or employees and our ability to
attract, retain, motivate and integrate new employees, as well as the competing demands on the time of certain of our executive officers who also provide
services to Cantor, BGC and various other ventures and investments sponsored by Cantor;
the impact of any claims or litigation related to compensation, or other transactions with our executive officers;
65
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extensive regulation of our business and clients, changes in regulations relating to commercial real estate and other industries, changes in environmental
regulations, and risks relating to compliance matters, including regulatory examinations, inspections, investigations and enforcement actions, and any
resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or
limitations on specific activities, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new
businesses, products, or services, as well as risks related to our taking actions to ensure that we and Newmark Holdings are not deemed investment
companies under the Investment Company Act of 1940, as amended;
factors related to specific transactions or series of transactions as well as counterparty failure;
costs and expenses of developing, maintaining and protecting our intellectual property, as well as employment, regulatory and other litigation, proceedings
and their related costs, including related to acquisitions and other matters, including judgments, fines, or settlements paid, reputational risk, and the impact
thereof on our financial results and cash flows in any given period;
certain other financial risks, including the possibility of future losses, indemnification obligations, assumed liabilities, reduced cash flows from operations,
increased leverage, reduced availability under our various credit facilities, and the need for short or long-term borrowings, including from Cantor, our
ability to refinance our indebtedness, including in the credit markets, on acceptable rates, and our ability to satisfy eligibility criteria for government-
sponsored loan programs and changes to interest rates and market liquidity or our access to other sources of cash relating to acquisitions, dispositions, or
other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and availability of financing necessary to
support ongoing business needs on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a
reduction in credit ratings and the associated outlooks and increased borrowing costs;
risks associated with the temporary or longer-term investment of our available cash, including in Newmark OpCo, defaults or impairments on the
Company’s investments (including investments in non-marketable securities), joint venture interests, stock loans or cash management vehicles and
collectability of loan balances owed to us by partners, employees, Newmark OpCo or others;
the impact of any reduction in the willingness of commercial property owners to outsource their property management needs;
our ability to enter new markets or develop new products or services and to induce clients to use these products or services and to secure and maintain
market share;
our ability to enter into marketing and strategic alliances, business combinations, attract investors or partners or engage in, restructuring, rebranding or
other transactions, including acquisitions, dispositions, reorganizations, partnering opportunities and joint ventures, the anticipated benefits of any such
transactions, relationships or growth and the future impact of any such transactions, relationships or growth on other businesses and financial results for
current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions, the impact of amendments
and/or terminations of any strategic arrangements, and the value of any hedging entered into in connection with consideration received or to be received in
connection with such dispositions and any transfers thereof;
our estimates or determinations of potential value with respect to various assets or portions of the Company’s business, including with respect to the
accuracy of the assumptions or the valuation models or multiples used;
the impact of near- or off-shoring on our business, including on our ability to manage turnover and hire, train, integrate and retain personnel, including
brokerage professionals, salespeople, managers, and other professionals;
our ability to effectively manage any growth that may be achieved, including outside of the U.S., while ensuring compliance with all applicable financial
reporting, internal control, legal compliance, and regulatory requirements;
our ability to identify and remediate any material weaknesses or significant deficiencies in internal controls that could affect our ability to properly
maintain books and records, prepare financial statements and reports in a timely manner, control policies, practices and procedures, operations and assets,
assess and manage the Company’s operational, regulatory and financial risks, and integrate acquired businesses and brokers, salespeople, managers and
other professionals;
information technology risks, including capacity constraints, failures, or disruptions in our systems or those of clients, counterparties, or other parties with
which we interact, increased demands on such systems and on the telecommunications infrastructure from remote working, including cyber security risks
and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy
risk and exposure to potential liability and regulatory focus;
the expansion of our cybersecurity processes to include new businesses, or the integration of the cybersecurity processes of acquired businesses, including
internationally;
the impact of AI on the economy, our industry, our business and the businesses of our clients and vendors;
66
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•
the effectiveness of our governance, risk management, and oversight procedures and the impact of any potential transactions or relationships with related
parties;
the impact of our ESG or “sustainability” ratings on the decisions by clients, investors, potential clients and other parties with respect to our business,
investments in us, our borrowing opportunities or the market for and trading price of our Class A common stock or Company debt securities, or other
matters;
the fact that the prices at which shares of our Class A common stock are or may be sold in offerings or other transactions may vary significantly, and
purchasers of shares in such offerings or other transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their
shares is higher than the price paid by other purchasers in such offerings or transactions; and
the effect on the markets for and trading prices of our Class A common stock due to market factors, as well as of various offerings and other transactions,
including offerings of Class A common stock and convertible or exchangeable debt or other securities, repurchases of shares of Class A common stock and
purchases or redemptions of Newmark Holdings limited partnership interests or other equity interests in us or our subsidiaries, any exchanges by Cantor of
shares of Class A common stock for shares of Class B common stock, any exchanges or redemptions of limited partnership units and issuances of shares
of Class A common stock in connection therewith, including in corporate or partnership restructurings, payment of dividends on Class A common stock
and distributions on limited partnership interests of Newmark Holdings and Newmark OpCo, convertible arbitrage, hedging, and other transactions
engaged in by us or holders of outstanding shares, debt or other securities, share sales and stock pledges, stock loans, and other financing transactions by
holders of shares or units (including by Cantor executive officers, partners, employees or others), including of shares acquired pursuant to employee
benefit plans, unit exchanges and redemptions, corporate or partnership restructurings, acquisitions, conversions of shares of our Class B common stock
and other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners,
including deferred distribution rights shares.
Overview
Newmark is a leading commercial real estate advisor and service provider to large institutional investors, global corporations, and other owners and occupiers.
We offer a diverse array of integrated services and products designed to meet the full needs of our clients.
Our investor/owner services and products include:
•
capital markets, which consists of investment sales and commercial mortgage brokerage (including the placement of debt, equity raising, structured finance,
and loan sales on behalf of third parties);
landlord (or agency) leasing;
valuation and advisory;
property management;
our leading commercial real estate technology platform and capabilities;
business rates for U.K. property owners;
due diligence consulting and other advisory services;
•
•
•
•
•
•
• GSEs and FHA lending, including multifamily lending and loan servicing;
•
•
limited loan servicing and asset management; and
flexible workspace solutions for owners.
Our corporate or occupier services and products include:
•
•
•
•
tenant representation leasing;
GCS, which includes real estate, workplace and occupancy strategy, corporate consulting services, project management, lease administration and facilities
management;
business rates for U.K. occupiers; and
flexible workspace solutions for occupiers.
Our goal is to lead with extraordinary talent, data, and analytics, which together allow us to provide strategic and specialized advice. This combination enables
our revenue-generating employees, including brokers, originators, and other customer-facing professionals to be highly productive and to help clients increase their
efficiency and profits while optimizing their real estate portfolios. Our goal is also to continue recruiting and retaining the greatest talent in the industry and to be
recognized as the leading advisor in commercial real estate services.
With respect to our overall business, our near-term goals include becoming number one in capital markets in the United States and growing significantly larger
in key international markets. This is partly because our investment sales and debt businesses have historically had a multiplier effect that drives outsized growth across
many of our other service lines. When
67
overall capital markets activity rebounds and our recently hired producers reach full productivity, we believe that our market share, revenues, and earnings can
outperform the industry across our suite of services. While the macroeconomic environment may be challenging in the short term, we remain excited about our market
position and our future. We are also focused on increasing the percentage of our total revenues from our recurring and/or contractual businesses, such as servicing,
V&A, GCS, agency leasing, and property management. Our goals also include increasing cross-selling opportunities with and between many of these service lines and
our capital markets and overall leasing businesses. We expect this to create a virtuous circle that will continue to bolster our long-term market share gains over time.
Newmark was founded in New York City in 1929, with an emphasis on local investor/owner and occupier services and products and became known for having
dedicated, knowledgeable, and client-focused advisors/intermediaries. Our acquisition by Cantor Fitzgerald’s subsidiary BGC in 2011 and its subsequent investments in
our business contributed to Newmark’s strong growth. This growth continued following our 2017 IPO. Between 2011 and 2023, we increased our total revenues by a
CAGR of 22%. Based on reported results, we believe that this improvement was greater than any of our publicly traded commercial real estate services peers listed in
the U.S. that have reported revenues over this period (based on actual results reported by our peers as of February 27, 2024).
We have 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. For the year ended December 31, 2023 we generated revenues of approximately $2.5 billion, primarily from commissions on leasing and
capital markets transactions, consulting and technology user fees, property and facility management fees, and mortgage origination and loan servicing fees.
Business Environment
As discussed in greater detail in “—Economic Growth and Outlook in the United States and the United Kingdom” and “—Market Statistics,” transaction and
investment volumes in the commercial real estate industry declined significantly from 2022 to the year ended December 31, 2023 due to the rise in global interest rates
through the summer of 2023. We gained market share in the U.S. in 2023, particularly in the third and fourth quarters, as our corresponding transaction volumes either
improved or decreased at rates less than those for the industry as a whole. Now that central banks have stopped interest rate increases and with the upcoming significant
amount of commercial and multifamily debt maturities, we expect industry volumes to begin to rebound.
We believe that during stressed or challenging times, our clients value having a strategic advisor like Newmark. We believe our partnership and collaboration
with our clients during uncertain times has helped us develop long-lasting relationships and gain market share over time. Despite slower industry transactional activity
levels in 2023 versus record levels in 2021 and the first half of 2022, we continue to see strong client dialogue and engagement as owners and occupiers seek our advice
with respect to executing on their strategic and real estate-focused objectives.
Institutional investors have accumulated near record amounts of undeployed real estate-focused capital, with Preqin estimating that there was approximately
$405 billion of investible funds held by closed-end funds at real estate focused institutions as of December 2023, of which $259 billion was held by North America
focused funds and $71 billion by funds focused on Europe. This is in addition to the significant amount of real estate assets held by other types of investors and owners
such as publicly traded REITs, non-traded REITs, and open-ended core property funds. According to the most recent data from MSCI, the overall size of the
professionally managed global real estate investment market was $13.3 trillion in 2022, while the size of the overall investible market was $19.5 trillion. Furthermore,
there is approximately $4.7 trillion in U.S. commercial and multifamily mortgage debt outstanding per the MBA (excluding loans for acquisitions, development, and
construction, as well as loans collateralized by owner-occupied commercial properties). Of this amount, approximately $2.6 trillion is expected to mature between 2024
and 2028, with approximately $2.0 trillion of this debt expected to mature between 2024 and 2026. With the sharp increase in interest rates and generally rising
capitalization rates, as well as the pullback in commercial real estate lending by banks and other traditional lenders, we believe a large and growing percentage of
investors and owners will need to find alternative solutions, including via the growing share of loans we expect to be originated by alternative lenders such as private
credit funds. We anticipate a significant portion of debt maturities to be resolved not only through refinancing, which should help our mortgage brokerage and
origination businesses, but also through the kinds of more complex and sophisticated restructurings, loan sales, and recapitalizations in which Newmark specializes.
Our capital markets clients have sought, and we believe will continue to seek, our counsel with respect to addressing their related investing and financing needs.
For a further discussion of known trends, refer to the heading “Industry and Market Data—Industry Trends and Opportunity” included in Part I, Item 1,
Business, of this Annual Report on Form 10-K.
We believe factors such as those discussed above will drive strong levels of leasing and capital markets activity over the intermediate and long-term time
horizons, even as volumes remain muted in the near-term. We expect our professionals to not only provide our clients with innovative capital markets solutions, but to
offer integrated services from our experts across leasing, V&A, property management, and other areas of Newmark. By using a collaborative and multidisciplinary
approach, we
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can provide our clients with extensive industry and product expertise along regional, national, and increasingly global reach across a wide variety of property types.
Key Business Drivers
We continue to invest in our businesses by adding high profile and talented producers and other revenue-generating professionals. Historically, newly hired
commercial real estate producers tend to achieve dramatically higher productivity in their second and third years with our company, although we incur related expenses
immediately. As newly hired producers ramp up and increase their productivity, our commission revenues and earnings growth accelerate, all else equal, due to our
strong operating leverage.
We operate a leading capital markets business in the United States with a growing international presence. We have access to many of the world’s largest
owners of commercial real estate, and we believe this will drive growth throughout the life cycle of each real estate asset by allowing us to provide best-in-class agency
leasing and property management during the ownership period. We also supply investment sales and arrange debt and equity financing to assist owners in maximizing
the return on investment in each of their real estate assets. Specifically, with respect to multifamily assets, we are a leading GSE/FHA lender by loan origination volume
and loan servicing portfolio size. In addition to our traditional servicing business, we acquired the remainder of Spring11, an entity in which we had otherwise held a
controlling stake since 2017, in the first quarter of 2023 Spring11 had recently launched an asset management and servicing business with a focus on bank, fund, and
commercial mortgage-backed securities clients. The addition of Spring11’s new business, as well as an approximately 11% expansion year-on-year of our higher margin
primary servicing portfolio, increased the size of Newmark’s asset management and limited servicing portfolio and overall servicing portfolio. As of December 31,
2023, our overall loan servicing and asset management portfolio more than doubled year-on-year to $175.9 billion (of which 63.1% was limited servicing and asset
management, 35.4% was higher margin primary servicing, and 1.5% was special servicing).
We believe that for the industry, commercial and multifamily servicing and asset management companies earn 40 to 50 basis points on their Fannie Mae
servicing book, eight to 10 basis points on Freddie Mac loans, approximately 15 basis points for FHA loans, and one to three basis points for limited servicing. The fees
for special servicing and asset management can vary depending on a variety of factors. Spring11’s limited servicing portfolio currently earns closer to the low end of the
latter range but is targeting higher fees over time as it expands its offerings across special servicing and asset management. Limited servicing, special servicing, and
asset management together generally produce higher profit margins than Newmark as a whole, but lower profit margins versus GSE/FHA primary servicing. We expect
our overall portfolio to continue providing a steady stream of income and cash flow over the life of the serviced loans.
Economic Growth and Outlook in the United States and the United Kingdom
U.S. GDP expanded by 5.8% and 1.9%, respectively, in 2021 and 2022, according to the U.S. Department of Commerce (with all GDP figures inflation
adjusted). According to the January 25, 2024 estimates from the same source, U.S. GDP expanded at annualized rates of 2.2%, 2.1%, 4.9%, and 3.3%, respectively, in
the first through fourth quarters of 2023. The most recent period’s GDP growth was driven by various factors, including increases in consumer spending, exports, state
and local government spending, nonresidential fixed investment, federal government spending, private inventory investment, and residential fixed investment. Imports,
which are a subtraction in the calculation of GDP, increased. Economists generally expect U.S. GDP to grow at levels below pre-pandemic levels in 2024 and 2025. For
example, as of January 26, 2024, the Bloomberg consensus of economists was for real U.S. GDP to expand at respective annualized rates of 1.1%, 0.5%, 1.0, and 1.5%
in the first through fourth quarters of 2024. The consensus is for real U.S. GDP to grow by 1.5% in 2024 and 1.7% in 2025. For context, over the ten years ended
December 31, 2019, real U.S. GDP grew at a CAGR of 2.4% per year, measured in chain linked 2017 dollars. Actual and projected growth was and is expected be
lower in the U.K., which is now our second largest market. According to The Office for National Statistics, U.K. GDP increased by 0.1% in 2023. The January 2024
Bloomberg consensus was for it to grow by 0.4% and 1.2% in 2024 and 2025, respectively. In comparison, real U.K. GDP grew at an annual CAGR of 2.0% over the
ten years ended December 31, 2019, measured in chain linked 2019 pounds, also per Bloomberg.
According to the U.S. Bureau of Labor Statistics, the seasonally adjusted monthly average of non-farm payroll employment increased by 604 thousand, net,
during 2021, which was the highest such figure since record keeping began. Based the same source, strong job growth continued in 2022, with monthly gains averaging
377 thousand on the same basis. Their current estimate is that 305 thousand, 274 thousand, 213 thousand and 227 thousand jobs, respectively, were created per month in
the first through fourth quarters of 2023. For context, this seasonally adjusted monthly figure averaged 183 thousand over the ten years ending December 31, 2019. The
December 2023 U.S. unemployment rate (based on U-3) was 3.7%, versus 3.5% a year earlier. In comparison, the last time the U.S. unemployment rate was
consistently near these low levels was 1969, when unemployment reached 3.4%. The January 2024 Bloomberg consensus was for U-3 to rise modestly in 2024 and
2025, but to remain at or below 4.2%. According to recent figures from Bloomberg, the U.K. unemployment rate was 3.7% and 4.0% in 2022 and 2023, respectively,
and is expected to rise slightly to 4.6% and 4.7% in 2024 and 2025.
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The ten-year U.S. Treasury yield declined by approximately 69 basis points quarter on quarter and was essentially flat year-on-year at 3.9% as of December
31, 2023. Ten-year U.S. Treasury yields still remained below their 50-year average of just under 6.0%, despite the recent increase. On September 22, 2022 and
November 2, 2022, the FOMC announced two separate increases to the upper bound of its target range for the federal funds rate of 75 basis points each, in order to curb
inflation. The FOMC increased the upper bound by another 50 basis points in December of 2022, and then by 25 basis points each in February 2023, March 2023, May
2023, and July 2023. The FOMC has kept the rate unchanged since the July 2023 increase.
The FOMC said in June of 2023 that it expected to raise the target range twice more in 2023 (including the July increase) in order to return annual inflation to
its long-term goal of 2% over time. However, FOMC Chair Jerome Powell suggested in November of 2023 that the Federal Reserve was edging closer to the end of its
rate-hiking campaign. He noted that the market had driven various longer-term rates high enough that it could help lower inflation without necessarily requiring further
rate hikes from the FOMC. In a February 4, 2024 television interview, Mr. Powell said that the Federal Reserve will proceed carefully with interest rate cuts this year
and likely will move at a considerably slower pace than the market expects.
In addition, the FOMC has previously stated that it plans to continue reducing the $7.6 trillion portfolio of securities it holds (as of February 7, 2024),
including long-term agency mortgage-backed securities and U.S. Treasuries. These securities were purchased as part of the Federal Reserve’s quantitative easing
program designed to hold down long-term interest rates, and the FOMC previously indicated that a maximum of $60 billion in U.S. Treasury purchases and $35 billion
in mortgage-backed securities purchases would be allowed to roll off, phased in over three months starting June 1, 2022. As quantitative easing is reversed in this
manner through so-called quantitative tightening, long-term rates should rise, all else equal. Although the Federal Reserve’s balance sheet increased in March of 2023
due to its emergency loans to banks as a result of the failures of First Republic Bank, Silicon Valley Bank and Signature Bank, the balance sheet again decreased from
April 2023 onwards. In its annual report issued April of 2023, the New York Federal Reserve Bank predicted that the central bank’s holdings will fall to $6 trillion by
the middle of 2025. Holdings are then expected to grow to maintain balance with the growth of the economy and grow back up to $7.2 trillion by 2030. At a December
2023 press conference, Mr. Powell said the plan is to “slow and then stop the decline in the size of the balance sheet when reserve balances are somewhat above the
level judged to be consistent with ample reserves.” At a January 31, 2024 press conference, Mr. Powell stated that Federal Reserve officials will discuss “balance sheet
issues” at their March 2024 meeting.
Similar to what has happened in the U.S., in England the MPC has both raised short term rates to combat post-pandemic inflation and begun quantitative
tightening. With respect to short term rates, the MPC raised the Official Bank Rate several times recently, or from 0.1% in November 2021 to 5.25% in August 2023,
where it has remained as of February 9, 2024. The MPC recently stated that it “will keep interest rates high for long enough to get inflation back to the 2% target in a
lasting way.” With respect to quantitative tightening, the MPC stopped buying bonds at the end of 2021, stopped reinvesting the proceeds from maturing bonds in
February 2022, and began actively selling bonds in November of 2022. As a result, the amount of bonds the Bank of England holds has started to fall. From the end of
2021 through February 7, 2024, their notional value has declined from approximately £895 billion to £737 billion.
U.S. inflation measures have gradually declined since 2022. The consumer-price index for December 2023 rose by 3.4% year-over-year, which was slightly
higher than the 3.0% figure from six months earlier and lower than the figure from one year earlier, and a significant improvement versus the recent peak of 9.1%
observed in June 2022. As a result, economists generally expect long-term U.S. interest rates to stabilize or decline slightly over the next few quarters, but to remain
below the long-term historical averages for the foreseeable future (as discussed above). For example, the January 2024 Bloomberg consensus was for the ten-year U.S.
Treasury yield to be approximately 4.0%, 3.9%, 3.8%, and 3.7%, respectively, by the ends of the first through fourth quarters of 2024. The same survey indicated that
the yield should be 3.6% as of year-end 2025. In comparison, this rate was approximately 3.9% as of the end of the fourth quarter of 2023 and reached an annual
closing high of 5.0% on October 19, 2023, also according to Bloomberg.
Inflation in the U.K. has also gradually fallen, albeit from much higher recent levels. According to Bloomberg, the retail price index was 5.2% for December
2023, versus 10.7% and 13.4% six months and a year earlier, respectively. This inflation measure reached a post-pandemic high of 14.2% for October of 2023.
According to Bloomberg, the U.K. has had a higher inflation rate compared with the G-7 average since 2016, and this trend is expected to continue in 2024 and 2025.
Conversely, the U.K. had lower than average GDP growth among G-7 nations in 2023, which is also expected to continue through 2025. As a result, the Bank of
England has had a more challenging time than certain other central banks with respect to balancing inflation and growth rates. U.K. benchmark long-term rates have
therefore been somewhat below those of the U.S. According to Bloomberg, the yield on 10-year U.K. government bonds was approximately 3.5% at the end of
December of 2023, compared with 4.4% and 3.7%, respectively, 6 months and a year earlier. The January 2024 Bloomberg consensus was for this yield to be
approximately 3.9%, 3.8%, 3.7%, and 3.6%, respectively, by the ends of the first through fourth quarters of 2024. The same survey indicated that the yield should be
3.6% as of year-end 2025.
While short-term yields are expected to be considerably above where they were compared with low levels seen for most of the period from the end of 2008
through early 2022, they are expected to stabilize and gradually fall from more recent levels. For context, the upper bound of the Fed Funds Target rate averaged 0.64%
from December 31, 2008 through February
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28, 2022, and was 5.50% as of January 31, 2024. The January 2024 Bloomberg consensus was for this target rate to be 5.50%, 5.15%, 4.75%, and 4.35%, respectively,
by the ends of the first through fourth quarters of 2024, and to reach 3.30% by the end of 2025. Following the most recent FOMC meeting and the January U.S. CPI
release, the U.S. Treasury futures market indicated that traders expect roughly similar short term U.S. rates over the near-term. As of February 13, 2024, CME Fed Fund
Futures implied rates of approximately 5.3% after the March 21, 2023 FOMC meeting, gradually falling to 4.3% by the January 29, 2025 meeting. For additional
context, the upper bound of the Fed Funds Target rate was 5.5% as of this same date, and averaged approximately 4.91% and 3.11% over the 50 and 25 years ended
December 31, 2022, respectively, according to Bloomberg. Similarly and as of February 13, 2024, the U.K. futures market implies that short term rates (as measured by
overnight index swaps) will be approximately 5.2% after the March 21, 2024 MPC meeting, gradually falling to 4.5% by the December 19, 2024 meeting. In
comparison, the Official Bank Rate was 5.25% as of this same date and averaged approximately 6.35% and 2.52% over the 50 and 25 years ended December 31, 2022,
respectively, according to Bloomberg.
Market Statistics
Wolfe Research recently estimated that U.S. leasing volumes and U.S. office leasing volumes for full year 2023 were down by approximately 12% and 14%,
respectively, versus 2022. CoStar data suggests that overall U.K. leasing volumes and U.K. office leasing volumes were down by as much as 19% and 9% year-on-year,
respectively, versus 2022. These figures are preliminary, as CoStar leasing data is often revised upwards at later dates. In comparison, for the quarter and year ended
December 31, 2023, we increased revenues from Leasing and other commissions by 17.6% and 0.4%, respectively. Our increase in revenues year-on-year in the fourth
quarter exceeded a more than 10% decline in industry-wide leasing activity, driven by strong double-digit organic growth in industrial and retail. This was the fourth
consecutive quarter in which the Company’s leasing business gained meaningful market share.
While the overall office market remains challenging, we continued to see increased demand in certain markets, led by ongoing return-to-work plans, as well as
new demand driven by companies investing in AI and law firms, and the expected reset in values driven by near-term debt maturities. The Kastle Barometer, which
measures daily occupancy in ten large U.S. cities versus pre-pandemic levels, increased to 51% as of December 13, 2023 versus 48% a year earlier. Other measures
with different methodologies also show in-person attendance increasing. According to the Freespace Index, the proportion of those attending in person rose to 75% of
2019 levels in the Americas in mid-December 2023 compared with 61% a year earlier. The Freespace Index also reports that attendance increased to 71% of 2019 levels
from 59% over the same timeframe across locations they track in Europe, the Middle East, and Africa, and to 77% from 58% percent in the Asia-Pacific region. Our
management services, leasing, origination, and capital markets professionals are actively collaborating with clients to repurpose underutilized spaces and assets,
including with respect to conversion of obsolete office or retail properties.
Commercial real estate capital markets transactions involving financing generally utilize medium- or long-term debt, and the interest rates for such debt tend to
correlate with movements in benchmark rates with similar tenors, including U.S. Treasuries. Such benchmark rates can be meaningfully impacted by movements in key
short-term rates, such as the Fed Funds Target rate. Sudden increases in short term interest rates can therefore have pronounced effects on the commercial mortgage
origination and investment sales volumes. In 2022, global benchmark interest rates rose at the fastest pace since at least the early 1990s, according to Fitch, and they
continued their rapid rise through July of 2023. This has led to challenging market conditions across commercial real estate capital markets for Newmark and the
industry. Real estate capital market transactions were also lower due to the pullback in commercial and multifamily real estate lending activity as a response to recent
bank failures and higher interest rates, as well as the gap between buyer and seller expectations.
According to estimates from Green Street, prices for U.S. commercial real estate declined by approximately 10% over the twelve months ended December 31,
2023 and were down 22% from their March 2022 peak. With respect to specific property types differing the most from the mean, industrial and mall prices were close
to flat year-on-year, while multifamily and office prices declined by more than average over the same period. Since industry notional volumes are based on price and
transaction count, lower prices have contributed to industry-wide capital markets volumes declines. MSCI’s preliminary U.S. and European investment sales figures
(which exclude all activity related to loan sales) indicate that industry volumes declined by 41% and 43%, respectively year-on-year in the fourth quarter of 2023. In
comparison, Newmark’s fourth quarter investment sales volumes were up by 168%, which includes the equity portion of the Signature transactions. The Company’s
investment sales volumes would have been down by 16% without these transactions. For the full year 2023, MSCI’s U.S. and European investment sales volumes
declined by 51% and 50%, while ours were down 19% (or 50% excluding the Signature transactions). We have gained considerable market share over time. Our
investment sales volumes were up by nearly 200% over the twelve months ended December 31, 2023 versus 2015 (or 87% excluding the Signature transactions), while
MSCI U.S. volumes decreased by 35% over the same timeframe. Given our continued investment in hiring talented professionals, we expect to continue gaining market
share over time.
We have also gained market share in our commercial mortgage origination businesses, particularly in the second half of 2023. The Company’s fourth quarter
total debt volumes increased by 185% year-on-year, which includes the debt portion of the Signature transactions and would have declined by 24% excluding it.
According to the MBA (which excludes all activity related to loan sales), U.S. commercial and multifamily originations declined by 25% over the same timeframe. Our
full year
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2023 total debt volumes decreased by 7%, which includes the debt portion of the Signature transactions and would have declined by 46% excluding it. According to the
MBA, U.S. commercial and multifamily originations declined by 47% in 2023. Newmark’s GSE/FHA loan origination volumes, which are a subset of our total debt
figures, are driven more by the GSE multifamily financing volumes than the activity level of the overall commercial mortgage market. Overall industry GSE
multifamily origination volume decreased by approximately 42% and 29%, respectively, in the three and twelve months ended December 31, 2023 compared with a
year earlier, per the GSEs. In comparison, Newmark’s GSE/FHA origination volumes were down by 11% and 9% over the same respective periods. Certain GSE
multifamily volume statistics for the industry are based on when loans are sold and/or securitized, and typically lag those reported by the MBA or by Newmark and its
competitors by 30 to 45 days. We believe that we have meaningfully outperformed the industry in total debt over the last several years. According to data or estimates
from MSCI, the MBA, and Newmark Research, U.S. debt originations have declined by 32% between 2015 and the twelve months ended December 31, 2023. Over the
same timeframe, Newmark grew its total debt volumes (which are almost entirely generated in the U.S.) by over 391%.
Over 98% and 99% of Newmark’s 2023 and 2022 investment sales volumes, and essentially all of its total debt volumes were generated in the U.S. Given our
recent hires and acquisitions, we anticipate non-U.S. transactions to make up a greater percentage of Newmark’s capital markets revenues and volumes over time.
Given the increase in interest rates and pullback in lending by banks discussed above, we anticipate overall U.S. investment sales and mortgage brokerage
volumes to remain muted through at least the first half of 2024. When benchmark interest rates stabilize, we expect volumes to begin to rebound, and when this
happens, we expect our higher margin capital markets platform to drive Newmark’s strong revenue and earnings growth. We also think that the current market
conditions have created an opportunity for us to solidify our position as the platform of choice for many of the real estate industry’s top professionals.
In addition, there are various trends that we expect to continue benefiting our various service lines with respect to industrial real estate. According to Newmark
Research, several factors, including disruptions in global supply chains, tensions between the U.S. and China, and U.S. government spending on infrastructure and
subsidies for industries associated with electrification, green energy, and strategically important technologies—notably the federal spending provided by the CHIPS and
Science Act, Inflation Reduction Act, and Infrastructure and Investment and Jobs Act—could increase the size of the U.S. manufacturing base by more than 10% over
the next 10 years. The impact of reshoring manufacturing would likely have far-reaching effects in terms of industrial real estate, local and national tax revenues,
increases in jobs, and growth in regional and national economies. Most of the new manufacturing construction will be build-to-suit or owner-built, but demand will also
exist for speculative manufacturing space.
The expansion of domestic manufacturing is also expected to generate demand for logistics space and other types of commercial real estate in the communities
surrounding new plants. The amount of additional demand generated by this construction will vary depending on a project’s sector, existing supply chains, and local
market dynamics. Several of the trends driving onshoring in the U.S. are also contributing to nearshoring of manufacturing to Mexico and Canada, with Mexico
attracting the most nearshoring investment. This investment is generating demand for logistics and complementary manufacturing facilities along the U.S. border with
Mexico, pushing down vacancy rates and spurring new construction near key border crossings such as Laredo, Texas. New construction is expected to expand the
footprint of U.S. manufacturing space by 6-13% over the next 10 years.
Financial Overview
Revenues
We generally derive revenues from the following four sources:
• Management Services, Servicing Fees and Other. We provide commercial services to tenants and landlords. In this business, we provide property and
facilities management services along with project management, V&A services, and other consulting services, as well as technology services, to customers
who may also utilize our commercial real estate brokerage services, and flexible workspace solutions. Servicing fees are derived from the servicing of
loans originated by us as well as loans originated by third parties.
Leasing and Other Commissions. We offer a diverse range of commercial real estate brokerage and advisory services, including tenant and landlord (or
agency) representation, which includes comprehensive lease negotiations, strategic planning, site selection, lease auditing, and other financial and market
analysis.
•
•
•
Investment Sales. Our investment sales business specializes in the arrangement of acquisitions and dispositions of commercial properties, as well as
providing other related services.
Commercial Mortgage Origination, net. We offer services and products to facilitate debt financing for our clients and customers. Commercial mortgage
origination revenue is comprised of commissions generated from mortgage brokerage and debt and equity placement services, as well as the origination
fees and premiums derived from the
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origination of GSE/FHA loans with borrowers and the sale of those loans to investors. Our commercial mortgage origination revenue also includes the
revenue recognized for the fair value of expected net future cash flows from servicing recognized at commitment.
Fees are generally earned when a lease is signed. In many cases, landlords are responsible for paying the fees. In capital markets, fees are earned and
recognized when the sale of a property closes, and title passes from seller to buyer for investment sales and when debt or equity is funded to a vehicle for debt and
equity transactions. Loan originations related fees and sales premiums, net, are recognized when a derivative asset 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. Loan originations related fees and sales premiums, net, are recognized net of related fees and commissions to affiliates or
third-party brokers. For loans we broker, revenues are recognized when the loan is closed.
Servicing fees are recognized on an accrual basis over the lives of the related mortgage loans. We typically receive monthly management fees based upon a
percentage of monthly rental income generated from the property under management, or in some cases, the greater of such percentage or a minimum agreed upon fee.
We are often reimbursed for our administrative and payroll costs, as well as certain out-of-pocket expenses, directly attributable to properties under management. We
follow U.S. GAAP, which provides guidance when accounting for reimbursements from clients and when accounting for certain contingent events for leasing and
capital markets transactions. See Note 3 — “Summary of Significant Accounting Policies” to our accompanying consolidated financial statements included in Part II,
Item 8 of this Annual Report on Form 10-K for a more detailed discussion.
Expenses
(i) Compensation and Employee Benefits
The majority of our operating costs consist of cash and non-cash compensation expenses, which include base salaries, producer commissions based on
production, forgivable loans for term contracts, discretionary and other bonuses and all related employee benefits and taxes. Our employees consist of commissioned
producers, executives and other administrative support. Our producers are largely compensated based on the revenue they generate for the firm, keeping these costs
variable in nature.
As part of our compensation plans, certain employees have been granted limited partnership units in Newmark Holdings and, prior to the Newmark IPO, BGC
Holdings, which generally receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders. As a result of the
Corporate Conversion, there are no longer any limited partnership units in BGC Holdings outstanding. Certain Newmark employees also hold N Units that do not
participate in quarterly partnership distributions and are not allocated any items of profit or loss. These N Units vest into distribution earnings units over a four-year
period. As prescribed in U.S. GAAP guidance, the quarterly allocations of net income on such limited partnership units are reflected as a component of compensation
expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in our accompanying consolidated statements of
operations.
Newmark has granted certain conversion rights on limited partnership units in Newmark Holdings and, prior to the Corporate Conversion, then-outstanding
limited partnership units in BGC Holdings, to Newmark employees to convert the limited partnership units to a capital balance within Newmark Holdings or BGC
Holdings. Generally, such units are not considered share-equivalent limited partnership units and are not in the fully diluted share count.
Certain of these limited partnership units entitle the holders to receive post-termination payments. These limited partnership units are accounted for as post-
termination liability awards under U.S. GAAP guidance, which requires that we record an expense for such awards based on the change in value at each reporting
period and include the expense in our accompanying consolidated statements of operations as part of “Equity-based compensation and allocations of net income to
limited partnership units and FPUs.” The liability for limited partnership units with a post-termination payout amount is included in “Other long-term liabilities” on our
accompanying consolidated balance sheets.
Certain limited partnership units are granted exchangeability into Class A common stock or may be redeemed in connection with the grant of shares of Class A
common stock. At the time exchangeability is granted, or the shares are issued, 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” in our accompanying consolidated statements of
operations.
Certain of our employees have been awarded Preferred Units in Newmark Holdings and, prior to the Corporate Conversion, BGC Holdings. Each quarter, the
net profits of Newmark Holdings and BGC Holdings are or were allocated to
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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, which is deducted before the
calculation and distribution of the quarterly partnership distribution for the remaining partnership units in Newmark Holdings. 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 our Class A common
stock and are only entitled to the Preferred Distribution, and accordingly they are not included in our fully diluted share count. The quarterly allocations of net income
on Preferred Units are also reflected in compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs”
in our accompanying 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
upon such exchange. This is an acceptable alternative to the common practice among public companies of issuing the gross number of shares to employees, subject to
cashless withholding of shares to pay applicable withholding taxes.
We have also entered into various agreements with certain of our 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 their limited partnership interests or from the proceeds of the sales of the employees’
shares of our Class A common stock. The forgivable portion of these loans is recognized as compensation expense over the service period.
From time to time, we 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. In addition, we also enter into deferred compensation agreements with employees
providing services to us. The costs associated with such plans are generally amortized over the period in which they vest. (See Note 27 — “Compensation” and Note 28
— “Commitments and Contingencies” to our accompanying consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K).
(ii) Other Operating Expenses
We have various other operating expenses. We incur leasing, equipment and maintenance expenses. We also incur selling and promotion expenses, which
include entertainment, marketing and travel-related expenses. We incur communication expenses, professional and consulting fees for legal, audit and other special
projects, and interest expense related to short-term operational funding needs, and notes payable and collateralized borrowings.
We pay fees to Cantor for performing certain administrative and other support, including charges for occupancy of office space, utilization of fixed assets and
accounting, operations, human resources, legal services and technology infrastructure support. Management believes that these charges are a reasonable reflection of the
utilization of services rendered. However, the expenses for these services are not necessarily indicative of the expenses that would have been incurred if we had not
obtained these services from Cantor. In addition, these charges may not reflect the costs of services we may receive from Cantor in the future.
(iii) Other Income (loss), Net
Other income (loss), net is comprised of gains (losses) on equity method investments which represent our pro rata share of the net gains (losses) on
investments over which we have significant influence but which we do not control, and the mark-to-market gains or losses on the non-marketable investments. For the
year ended December 31, 2023, other income (loss) also included proceeds from the settlement of a litigation matter. Additionally, the gains associated with the Nasdaq
shares related to the Nasdaq Monetization Transactions and the movements related to the impact of any realized and unrealized cash and non-cash mark-to-market gains
or losses related to the Nasdaq shares held, and the Nasdaq Forwards.
(iv) Provision for Income Taxes
We incur income tax expenses based on the location, legal structure, and jurisdictional taxing authorities of each of our subsidiaries. Certain of the Company’s
entities are taxed as U.S. partnerships and are subject to the UBT in New York City. U.S. federal and state income tax liability or benefit related to the partnership
income or loss, with the exception of UBT, rests with the partners (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” to our
accompanying consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K) rather than the partnership entity. Our accompanying
consolidated financial statements include U.S. federal, state and local income taxes on Newmark’s allocable share of the U.S. results of operations. Outside of the U.S.,
we operate principally through subsidiary corporations subject to local income taxes.
Newmark is subject to the tax laws and regulations of the U.S. and various non-U.S. jurisdictions. The OECD Pillar Two Framework provides for a minimum
global effective tax rate of 15%. The EU Member States formally adopted the EU’s Pillar Two Directive with a subset of rules that become effective January 1, 2024.
Other countries are also expected to implement similar legislation. We do not believe this will have a material impact on our tax rate.
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Business Mix and Seasonality
Our pre-tax margins are affected by the mix of revenues generated. For example, servicing revenues tend to have higher pre-tax margins than Newmark as a
whole, and margins from originating GSE/FHA loans, which are included in “Commercial mortgage origination, net” in our consolidated statement of operations, tend
to be lower, as we retain rights to service loans over time, and because this item includes non-cash GAAP gains attributable to OMSRs, which represent the fair value of
expected net future cash flows from servicing recognized at commitment, net. Investment sales and mortgage brokerage transactions tend to have higher pre-tax
margins than leasing transactions. Pre-tax earnings margins on our property management and parts of our other GCS businesses are at the lower end of margins for the
Company as a whole because they include some revenues that equal their related expenses. These revenues represent fully reimbursable compensation and non-
compensation costs and may be referred to as “pass through revenues.”
Due to the strong desire of many market participants to close real estate transactions prior to the end of a calendar year, our business exhibits certain
seasonality, with our revenue tending to be lowest in the first quarter and strongest in the fourth quarter. For the five years from 2019 through 2023, we generated an
average of approximately 22% of our revenues in the first quarter and 29% of our revenues in the fourth quarter. Because approximately 30% of our expenses are fixed
in a typical year, this seasonality generally leads to higher profitability in the fourth quarter and lower margins in the first quarter, all else equal.
Independent Business Partners
In certain smaller U.S. and international markets where we do not maintain Newmark-owned offices, we have agreements in place to operate on a
collaborative and cross-referral basis with select independently owned offices in return for contractual and referral fees paid to us and/or certain mutually beneficial co-
branding and other business arrangements. These independent offices are referred to as “business partners.” These business partners may use some variation of our
branding in their names and marketing materials. These agreements typically take the form of multi-year contracts, and provide for mutual referrals in their respective
markets, generating additional contract and brokerage fees. While we do not derive a significant portion of our revenue from these relationships, they do enable us to
seamlessly provide service to our mutual clients. These business partners give our clients access to local brokerage professionals, research, and commercial real estate
services in locations where the Company does not have a physical presence. The discussion of our financial results and other metrics reflects only the business owned
by us and does not include the results for business partners.
Results of Operations
The following table sets forth our consolidated statements of operations data expressed as a percentage of total revenues for the periods indicated (in
thousands):
2023
Year Ended December 31,
2022
2021
Actual Results
Percentage of Total
Revenues
Actual Results
Percentage of
Total Revenues
Actual Results
Percentage of Total
Revenues
Revenues:
Management services, servicing fees and other
Leasing and other commissions
Investment sales
Commercial mortgage origination, net
Total revenues
Expenses:
Compensation and employee benefits
Equity-based compensation and allocations of net income to
limited partnership units and FPUs
(1)
Total compensation and employee benefits
Operating, administrative and other
Fees to related parties
$
970,877
839,595
381,276
278,620
2,470,368
1,489,138
139,747
1,628,885
536,697
27,204
39.3 % $
34.0
15.4
11.3
909,485
831,874
606,416
357,752
33.6 % $
30.7
22.4
13.2
915,715
826,942
757,744
406,042
100.0
2,705,527
100.0
2,906,443
1,554,784
138,312
1,693,096
534,843
28,502
57.5
5.1
62.6
19.8
1.1
1,828,887
356,345
2,185,232
553,623
23,789
60.3
5.7
65.9
21.7
1.1
75
31.5 %
28.5
26.1
14.0
100.0
62.9
12.3
75.2
19.0
0.8
Depreciation and amortization
Total operating expenses
Other income/(loss), net
Income/(loss) from operations
Interest expense, net
Income/(loss) before income taxes and noncontrolling interests
Provision for income taxes
Consolidated net income/(loss)
Less: Net income/(loss) attributable to noncontrolling interests
Net income/(loss) available to common stockholders
$
166,221
2,359,007
13,854
125,215
(21,737)
103,478
41,103
62,375
19,800
42,575
6.7
95.5
0.6
5.1
(0.9)
4.2
1.7
2.5
0.8
1.7 % $
165,816
2,422,257
(97,701)
185,569
(30,970)
154,599
42,054
112,545
29,270
83,275
6.1
89.5
(3.6)
6.9
(1.1)
5.7
1.6
4.2
1.1
3.1 % $
121,729
2,884,373
1,232,495
1,254,565
(33,473)
1,221,092
242,958
978,134
227,406
750,728
4.2
99.2
42.4
43.2
(1.2)
42.0
8.4
33.7
7.8
25.8 %
(1)
The components of Equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in thousands):
2023
Year Ended December 31,
2022
2021
Actual Results
Percentage of Total
Revenues
Actual Results
Percentage of Total
Revenues
Actual Results
Percentage of Total
Revenues
Issuance of common stock and exchangeability expenses
Limited partnership units amortization
RSU amortization
Total equity compensation
Allocations of net income to limited partnership units and FPUs
Equity-based compensation and allocations of net income to
limited partnership units and FPUs
$
$
85,918
14,267
24,620
124,805
14,942
139,747
3.5 % $
0.6
1.0
5.1
0.6
92,308
8,322
21,807
122,437
15,875
3.4 % $
0.3
0.8
4.5
0.6
312,718
(28,351)
16,795
301,162
55,183
5.7 % $
138,312
5.1 % $
657,507
10.8 %
(1.0)
0.6
10.4
1.9
12.3 %
Year ended December 31, 2023 compared to the year ended December 31, 2022
Revenues
Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue increased by $61.4 million, or 6.8%, to $970.9 million for the year ended December 31, 2023
compared to the year ended December 31, 2022. The growth reflected the addition of Gerald Eve, as well as property management and GCS increasing their combined
square footage under management by approximately 26% year-on-year. Additionally, Newmark more than doubled the size of its overall servicing and asset
management portfolio to $175.9 billion over the same period, which included an approximately 11% expansion of the Company’s high margin primary servicing
portfolio. These increases were partially offset by declines in our U.S. V&A business.
Leasing and Other Commissions
Leasing and other commissions revenues increased by $7.7 million, or 0.9%, to $839.6 million for the year ended December 31, 2023 compared to the year
ended December 31, 2022. The improvement was driven by growth in industrial and retail.
Investment Sales
Investment sales revenue decreased by $225.1 million, or 37.1%, to $381.3 million for the year ended December 31, 2023 compared to the year ended
December 31, 2022. This primarily compares to industry-wide declines of approximately 50% for U.S. and European investment sales over the same period (according
to MSCI).
Commercial Mortgage Origination, Net
Commercial mortgage origination activities, net decreased by $79.1 million, or 22.1%, to $278.6 million for the year ended December 31, 2023 compared to
the year ended December 31, 2022. The decrease was primarily due to lower industry-wide commercial and multifamily origination volumes, which declined by 47% in
the U.S. (according to the MBA). The Company’s GSE/FHA origination platform also gained significant market share, as its volumes declined by approximately 9% for
the year ended December 31, 2022 versus 29% reductions in industry GSE multifamily activity.
Expenses
76
Compensation and Employee Benefits
Compensation and employee benefits expense decreased by $65.6 million, or 4.2%, to $1,489.1 million for the year ended December 31, 2023 compared to the
year ended December 31, 2022. The decrease was due to lower variable compensation related to commission-based revenues and our cost saving initiatives, partially
offset by acquisitions and the addition of new revenue-generating professionals.
Equity-based compensation and allocations of net income to limited partnership units and FPUs
Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $1.4 million, or 1.0%, to $139.7 million for the
year ended December 31, 2023 compared to the year ended December 31, 2022.
Operating, Administrative and Other
Operating, administrative and other expenses increased by $1.9 million, or 0.3%, to $536.7 million for the year ended December 31, 2023 compared to the
year ended December 31, 2022 due primarily to operational expenses related to acquisitions, largely offset by cost saving initiatives.
Fees to Related Parties
Fees to related parties decreased by $1.3 million, or 4.6%, to $27.2 million for the year ended December 31, 2023, compared to the year ended December 31,
2022.
Depreciation and Amortization
Depreciation and amortization for the year ended December 31, 2023 increased by $0.4 million, or 0.2%, to $166.2 million compared to the year ended
December 31, 2022.
Other Income (loss), Net
Other income (loss), net of $13.9 million in the year ended December 31, 2023 consisted of equity income on the Real Estate LP joint venture and proceeds
from a legal settlement, partially offset by losses on certain investments.
Other loss of $97.7 million in the year ended December 31, 2022 was primarily due to $87.5 million realized and unrealized losses from the sale of Nasdaq
shares and $12.9 million of mark-to-market losses on non-marketable investments.
Interest Expense, Net
Interest expense, net decreased by $9.2 million, or 29.8%, to $21.7 million during the year ended December 31, 2023 compared to the year ended December
31, 2022 due to an increase in interest income on employee loans, which is largely offset by increased amortization which is recorded as part of compensation expense.
Provision for Income Taxes
Provision for income taxes decreased by $1.0 million, or 2.3%, to $41.1 million for the year ended December 31, 2023 compared to the year ended December
31, 2022. This decrease was primarily driven by lower pre-tax earnings. In general, our consolidated effective tax rate can vary from period to period depending on,
among other factors, the geographic and business mix of our earnings.
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to noncontrolling interests decreased by $9.5 million, to $19.8 million for the year ended December 31, 2023 compared to the
year ended December 31, 2022. This decrease was primarily driven by lower pre-tax earnings.
Year ended December 31, 2022 compared to the year ended December 31, 2021
Revenues
Management Services, Servicing Fees and Other
Management services, servicing fees and other revenue decreased by $6.2 million, or 0.7%, to $909.5 million for the year ended December 31, 2022 as
compared to the year ended December 31, 2021. Excluding pass through revenues, management services, servicing fee and other increased by $97.8 million, or 18.3%,
to $633.0 million, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The year-on-year change was driven by improvements
from servicing and related other revenues, GCS, and property management, offset mainly by lower pass through revenues primarily related to the completion of certain
project management assignments.
Leasing and Other Commissions
Leasing and other commission revenues increased by $4.9 million, or 0.6%, to $831.9 million for the year ended
77
December 31, 2022 as compared to the year ended December 31, 2021. Our leasing volumes in industrial and retail were above 2019 levels in 2022, but office volumes
had not similarly rebounded for Newmark or (according to CoStar) the industry.
Investment Sales
Investment sales revenue decreased by $151.3 million, or 20.0%, to $606.4 million for the year ended December 31, 2022 as compared to the year ended
December 31, 2021. This primarily reflected a 15.1% year-over-year decrease in U.S. industry-wide investment sales volumes for the year (according to MSCI). The
industry wide decline can be attributed to a historic rise in interest rates that began in March of 2022. According to Bloomberg, this rise accelerated to the fastest pace in
over thirty years in the fourth quarter of 2022.
Commercial Mortgage Origination, Net
Commercial mortgage origination activities, net decreased by $48.3 million, or 11.9%, to $357.8 million for the year ended December 31, 2022 as compared to
the year ended December 31, 2021. The decrease was primarily due to lower industry-wide commercial and multifamily origination volumes (according to the MBA),
which was driven by the sharp increase in interest rates.
Expenses
Compensation and Employee Benefits
Compensation and employee benefits expense decreased by $274.1 million, or 15.0%, to $1,554.8 million for the year ended December 31, 2022 as compared
to the year ended December 31, 2021. The decrease in the year was due to the compensation expense of $203.8 million in the prior period related to the 2021 Equity
Event and a decline in commission based revenue due to lower business activity.
Equity-based compensation and allocations of net income to limited partnership units and FPUs
Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $218.0 million, or 61.2%, to $138.3 million for
the year ended December 31, 2022 as compared to the year ended December 31, 2021 as a result of $246.6 million of equity-based compensation expense related to the
2021 Equity Event.
Operating, Administrative and Other
Operating, administrative and other expenses decreased by $18.8 million, or 3.4%, to $534.8 million for the year ended December 31, 2022 as compared to the
year ended December 31, 2021 due to decreased pass through expenses, partially offset by higher support and operational expenses related to the resumption of
normalized business activity on the part of us and our clients, as well as from our acquisitions.
Fees to Related Parties
Fees to related parties increased by $4.7 million, or 19.8%, to $28.5 million for the year ended December 31, 2022 as compared to the year ended December
31, 2021.
Depreciation and Amortization
Depreciation and amortization for the year ended December 31, 2022 increased by $44.1 million, or 36.2%, to $165.8 million as compared to the year ended
December 31, 2021 due to changes in the MSR valuation allowance and fixed asset depreciation and impairments and intangible asset amortization.
Other Income (loss), Net
Other loss of $97.7 million in the year ended December 31, 2022 was primarily due to $87.5 million realized and unrealized losses from the sale of Nasdaq
shares and $12.9 million of mark-to-market losses on non-marketable investments.
Other income (loss), net in the year ended December 31, 2021 was primarily related to $1,203.1 million of gains from the acceleration of the Nasdaq Earn-out
and realized and unrealized gains on marketable securities. Additionally, the Company recorded $27.8 million of non-cash gains related to acquisitions during the year
ended December 31, 2021, partially offset by a realized loss on the Nasdaq Forward of $12.4 million.
Interest Expense, Net
Interest expense, net decreased by $2.5 million, or 7.5%, to $31.0 million during the year ended December 31, 2022 as compared to the year ended December
31, 2021.
Provision for Income Taxes
Provision for income taxes decreased by $200.9 million, or 82.7%, to $42.1 million for the year ended December 31, 2022 as compared to the year ended
December 31, 2021. This decrease was primarily driven by lower pre-tax earnings. Pre-tax
78
earnings in 2021 included earnings from Nasdaq, net of expenses related to the 2021 Equity Event. In general, our consolidated effective tax rate can vary from period
to period depending on, among other factors, the geographic and business mix of our earnings.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests decreased by $198.1 million, to $29.3 million for the year ended December 31, 2022 as compared to the
year ended December 31, 2021.
Financial Position, Liquidity and Capital Resources
Overview
The primary sources of liquidity for our business are the cash on our balance sheet, cash flow provided by operations, and the $600.0 million revolving Credit
Facility.
Our future capital requirements will depend on many factors, including our growth, the expansion of our sales and marketing activities, our expansion into
other markets, our acquisitions of other companies and hiring of teams of producers, and our results of operations. To the extent that existing cash, cash from operations
and credit facilities are insufficient to fund our future activities, we may need to raise additional funds through public equity or debt financing. As of December 31,
2023, our debt consisted of $420.0 million outstanding under the Delayed Draw Term Loan, and $130.0 million outstanding under the Cantor Credit Agreement, with
carrying amounts of $417.3 million and $130.0 million, respectively. As of February 26, 2024, our debt consisted of $600.0 million aggregate principal amount of
7.500% Senior Notes with a carrying amount of $596.3 million, in each case exclusive of our warehouse facilities described under “—Warehouse Facilities
Collateralized by U.S. Government Sponsored Enterprises.”
Financial Position
Total assets were $4.5 billion at December 31, 2023 and $3.9 billion at December 31, 2022.
Total liabilities were $2.9 billion at December 31, 2023 and $2.4 billion at December 31, 2022.
Liquidity
At December 31, 2023, we had cash and cash equivalents of $164.9 million. Additionally, we had $600.0 million available under our committed senior
unsecured revolving Credit Facility. On February 26, 2024, we had $600.0 million available under our committed senior unsecured revolving Credit Facility. We expect
to generate cash flows from operations to fund our business and use those funds, and our Credit Facility to meet our short-term liquidity requirements, which we define
as those arising within the next twelve months, and our long-term liquidity requirements, which we define as those beyond the next twelve months.
Debt
Debt consisted of the following (in thousands):
6.125% Senior Notes
Short term debt
Delayed Draw Term Loan
Cantor Credit Agreement
Long-term debt
Total corporate debt
December 31, 2023
December 31, 2022
$
$
$
$
$
$
—
—
417,260
130,000
547,260
547,260
$
$
$
$
$
$
547,784
547,784
—
—
—
547,784
6.125% Senior Notes
On November 2, 2018, Newmark announced the pricing of an offering of $550.0 million aggregate principal amount of 6.125% Senior Notes due November
15, 2023, which closed on November 6, 2018. The 6.125% Senior Notes were offered and sold in a private offering exempt from the registration requirements under the
Securities Act. The 6.125% Senior Notes were general senior unsecured obligations of Newmark. These 6.125% Senior Notes were priced at 98.94% to yield
6.375%. The 6.125% Senior Notes bore an interest rate of 6.125% per annum, payable on each May 15 and November 15, beginning on May 15, 2019. 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 matured
on November 15, 2023, and were repaid with proceeds from the Delayed Draw Term Loan and the Credit Facility, as described below.
79
Delayed Draw Term Loan Credit Agreement
On August 10, 2023, Newmark entered into a Delayed Draw Term Loan Credit Agreement, by and among the Company, the several financial institutions from
time to time party thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (as such terms are defined in the Delayed Draw Term Loan Credit
Agreement), pursuant to which the Lenders committed to provide to the Company a senior unsecured Delayed Draw Term Loan in an aggregate principal amount of
$420.0 million, which may be increased, subject to certain terms and conditions, to up to $550.0 million. The proceeds of the Delayed Draw Term Loan could only be
used to repay the 6.125% Senior Notes at their maturity. The Delayed Draw Term Loan will mature on November 14, 2026.
As set forth in the Delayed Draw Term Loan Credit Agreement, the Delayed Draw Term Loan bears interest at a per annum rate equal to, at the Company’s
option, either (a) Term SOFR for interest periods of one or three months (as selected by the Company) or upon the consent of all Lenders, such other period that is 12
months or less (in each case, subject to availability), as selected by the Company, plus an applicable margin or (b) a base rate equal to the greatest of (i) the federal
funds rate plus 0.50%, (ii) the prime rate as established by the Administrative Agent, and (iii) Term SOFR plus 1.00%, in each case plus an applicable margin. Upon
funding, the applicable margin was 2.625% with respect to Term SOFR borrowings in (a) above and 1.625% with respect to base rate borrowings in (b) above.
Depending on the Company’s credit ratings, the applicable margin could range, with respect to Term SOFR borrowings, from 2.125% to 3.375% through and including
August 10, 2024, and 2.5% to 3.875% thereafter; and base rate borrowings, from 1.125% to 2.375% through and including August 10, 2024, and 1.5% to 2.875%
thereafter.
The Delayed Draw Term Loan Credit Agreement contains financial covenants with respect to minimum interest coverage and maximum leverage ratio. The
Delayed Draw Term Loan Credit Agreement also contains certain other customary affirmative and negative covenants and events of default. The covenants in the
Delayed Draw Term Loan Credit Agreement are consistent with those within the Company’s existing $600.0 million Credit Facility, which matures on March 10, 2025
and remains available to the Company. As of December 31, 2023, there was an outstanding balance of $420.0 million on the Delayed Draw Term Loan, with a carrying
amount of $417.3 million.
On November 8, 2023, Newmark provided notice to Bank of America, N.A., as Administrative Agent, to borrow the $420.0 million available under the
Delayed Draw Term Loan Credit Agreement with the funds made available on November 14, 2023. The Company used the $420.0 million of proceeds of the Delayed
Draw Term Loan draw to pay a portion of the matured principal and interest of the Company’s $550.0 million 6.125% Senior Notes due November 15, 2023. As of
December 31, 2023, there was an outstanding balance of $420.0 million on the Delayed Draw Term Loan. On January 12, 2024, the outstanding balance under the
Delayed Draw Term Loan was repaid with the proceeds of the offering of the 7.500% Senior Notes, described below.
Credit Facility
On November 28, 2018, Newmark entered into the 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 provided for a $250.0 million Credit Facility.
On February 26, 2020, Newmark entered into an amendment to the Credit Agreement, increasing the size of the Credit Facility to $425.0 million and
extending the maturity date to February 26, 2023. The interest rate on the Credit Facility was reduced to LIBOR plus 1.75% per annum, subject to a pricing grid linked
to Newmark’s credit ratings from S&P Global Ratings and Fitch.
On March 16, 2020, Newmark entered into a second amendment to the Credit Agreement, increasing the size of the Credit Facility to $465.0 million. The
interest rate on the Credit Facility was LIBOR plus 1.75% per annum, subject to a pricing grid linked to Newmark’s credit ratings from S&P Global Ratings and Fitch.
On March 10, 2022, Newmark amended and restated the Credit Agreement, as amended. Pursuant to the amended and restated 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 amended and restated Credit Agreement) borrowings.
Borrowings under the Credit Facility bear interest at a per annum rate equal to, at the Company’s option, either (a) Term SOFR for interest periods of one or
three months, as selected by the Company, or upon the consent of all lenders, such other period that is 12 months or less (in each case, subject to availability), as
selected by the Company, plus an applicable margin, or (b) a base rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as established by
the Administrative Agent (as such term is defined in the amended and restated Credit Agreement), and (iii) Term SOFR plus 1.00%, in each case plus an applicable
margin. The applicable margin was initially 1.50% with respect to Term SOFR borrowings in (a) above and 0.50% with respect to base rate borrowings in (b) above.
The applicable margin with respect to Term SOFR borrowings in (a) above could range from 1.00% to 2.125% depending upon the Company’s credit rating, and with
80
respect to base rate borrowings in (b) above could range from 0.00% to 1.125% depending upon the Company’s credit rating. The Credit Agreement also provides for
certain upfront and arrangement fees and for an unused facility fee.
On November 8, 2023, Newmark provided notice to Bank of America, N.A., as Administrative Agent, to borrow $130.0 million under the Credit Facility with
the funds made available on November 14, 2023. The Company used the proceeds of the Credit Facility draw to pay the remaining maturing principal and interest of the
Company’s $550.0 million 6.125% Senior Notes due November 15, 2023 that was not paid for with the proceeds of the Delayed Draw Term Loan.
As of December 31, 2023 and December 31, 2022, there were no borrowings outstanding under the Credit Facility. During the year ended December 31, 2023,
there were an aggregate of $380.0 million of borrowings and an aggregate of $380.0 million of repayments under the Credit Facility. The repayments of $380.0 million
include the use of $130.0 million of proceeds drawn from the Cantor Credit Agreement on December 20, 2023, which were used to repay the outstanding $130.0
million of borrowings under the Credit Facility.
7.500% Senior Notes
On January 12, 2024, Newmark closed its offering of $600.0 million aggregate principal amount of the 7.500% Senior Notes. The notes are general senior
unsecured obligations of Newmark. The 7.500% Senior Notes were offered and sold in a private offering exempt from the registration requirements under the Securities
Act. Cantor purchased $125.0 million aggregate principal amount of 7.500% Senior Notes in the offering. Customary registration rights were provided to purchasers of
the 7.500% Senior Notes. The Company received net proceeds from the offering of the 7.500% Senior Notes of approximately $594.7 million after deducting the initial
purchasers’ discounts and estimated offering expenses. The notes bear interest at a rate of 7.500% per year, payable in cash on January 12 and July 12 of each year,
commencing July 12, 2024. The 7.500% Senior Notes will mature on January 12, 2029. The Company used the net proceeds of the offering of the 7.500% Senior Notes
to repay all of the $420.0 million outstanding under its Delayed Draw Term Loan Credit Agreement. Additional net proceeds were used to repay $130.0 million of
outstanding revolving debt, including with respect to borrowings under the Cantor Credit Agreement.
Cantor Credit Agreement
On November 30, 2018, Newmark entered into an unsecured credit agreement with Cantor. The Cantor Credit Agreement provides for each party to issue loans
to the other party in 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 $250.0 million from each other from time to time at an interest rate which is the higher of
Cantor or Newmark’s short-term borrowing rate then in effect, plus 1.0%.
On December 20, 2023, Newmark entered into a first amendment to the Cantor Credit Agreement. Pursuant to the First Cantor Credit Agreement Amendment,
Cantor agreed to make certain loans to Newmark from time to time in an aggregate outstanding principal amount of up to $150.0 million under the Cantor Credit
Agreement. The Newmark Revolving Loans have substantially the same terms as other loans under the Cantor Credit Agreement, except that until April 15, 2024, the
Newmark Revolving Loans will bear interest at a rate equal to 25 basis points less than the interest rate borne by the revolving loans made pursuant to the Credit
Facility. Unlike other loans made under the Cantor Credit Agreement, Cantor may demand repayment of the Newmark Revolving Loans prior to the final maturity date
of the Cantor Credit Agreement upon three business days’ prior written notice. Also on December 20, 2023, Newmark drew $130.0 million of Newmark Revolving
Loans, and used the proceeds to repay the $130.0 million balance then outstanding under the Credit Facility.
As of December 31, 2023, there were $130.0 million of borrowings outstanding under the Cantor Credit Agreement. As of December 31, 2022, there were no
borrowings outstanding under the Cantor Credit Agreement. On January 12, 2024, the outstanding balance under the Cantor Credit Agreement was repaid with the
proceeds of the offering of the 7.500% Senior Notes.
Master Repurchase Agreement
On August 2, 2021, Newmark OpCo entered into a Master Repurchase Agreement with CF Secured, pursuant to which Newmark may seek, from time to time,
to execute short-term secured financing transactions. The Company, under this agreement, may seek to sell securities owned by the Company, to CF Secured, and to
repurchase those securities on a date certain at a repurchase price generally equal to the original purchase price plus interest. Pursuant to this 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 repaid to CF Secured is included in “Repurchase agreements and securities loaned” on the accompanying consolidated statements of cash flows for the year
ended December 31, 2022. There were no repurchase agreements and securities loaned in the consolidated statements of cash flows for the year ended December 31,
2023.
81
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises
As of December 31, 2023, Newmark had $1.5 billion of committed loan funding, $1.1 billion of uncommitted loan funding available through three commercial
banks, and an uncommitted $400.0 million Fannie Mae loan repurchase facility. Consistent with industry practice, these warehouse facilities are short-term, requiring
annual renewal. These warehouse facilities are collateralized by an assignment of the underlying mortgage loans originated under various lending programs and third-
party purchase commitments and are recourse only to our wholly owned subsidiary, Berkeley Point Capital, LLC. As of December 31, 2023 and December 31, 2022 we
had $0.5 billion and $0.1 billion, respectively, outstanding under “Warehouse facilities collateralized by U.S. Government Sponsored Enterprises” on our accompanying
consolidated balance sheets.
On June 19, 2020, Newmark established a $125.0 million sublimit line of credit to fund potential principal and interest servicing advances on its Fannie Mae
portfolio during the forbearance period related to the CARES Act. The sublimit is now included within the Company’s existing $450 million warehouse facility due
June 12, 2024. The advance line provides 100% of the principal and interest advance payment at a rate of SOFR plus 1.80% and will be collateralized by Fannie Mae’s
commitment to repay advances. There were no outstanding draws under this sublimit as of December 31, 2023 and December 31, 2022. Newmark did not have any
Fannie Mae loans in forbearance as of December 31, 2023 and December 31, 2022.
Leases
Total lease liability as of December 31, 2023 was $705.1 million. Of the total amount, $172.7 million of lease liability is within our flexible workspace
business whereby the liability is ring-fenced in SPVs with only $36.6 million of guarantees and/or letters of credit with exposure to Newmark. In addition, Newmark
had contracted future customer revenues and sub-lease income as of December 31, 2023 amounting to approximately $179.3 million.
Cash Flows
Cash flows from operations excluding activity from loan originations and sales, net were as follows (in thousands):
Net cash provided by (used in) operating activities
Add back:
Net activity from loan originations and sales
Net cash provided by (used in) operating activities excluding activity from loan originations and sales
(1)
2023
Year Ended December 31,
2022
2021
(265,961) $
1,196,343 $
(48,709)
363,937
97,976 $
(934,845)
261,498 $
(14,326)
(63,035)
$
$
(1)
Includes loans, forgivable loans and other receivables from employees and partners in the amount of $243.3 million, $131.6 million and $78.5 million for the years ended December 31, 2023, 2022 and 2021,
respectively. Also, reflects $484.4 million of cash used, in 2021, with respect to the 2021 Equity Event. Excluding these loans and cash used for the 2021 Equity Event, net cash provided (used in) by
operating activities excluding loan originations and sales would be $341.2 million, $393.1 million and $499.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Cash Flows for the Year Ended December 31, 2023
For the year ended December 31, 2023, we used $266.0 million of cash from operations. Excluding activity from loan originations and sales, cash used from operating
activities for the year ended December 31, 2023 was $98.0 million. Cash used in investing activities was $49.7 million, consisting of cash paid for acquisitions and
purchases of fixed assets, offset by proceeds from the redemption of Newmark’s equity method investment in Real Estate LP. Cash provided by financing activities of
$261.5 million primarily related to net principal borrowings on warehouse facilities of $361.2 million, offset by treasury stock repurchases and payments to
shareholders and partners for dividends and distributions.
Cash Flows for the Year Ended December 31, 2022
For the year ended December 31, 2022, we generated $1,196.3 million of cash from operations. Excluding activity from loan originations and sales, cash from
operating activities for the year ended December 31, 2022 was $261.5 million. Cash provided by investing activities was $308.6 million, primarily related to $437.8
million of proceeds from the sale of Nasdaq shares, offset by cash paid for acquisitions and purchases of fixed assets. Cash used in financing activities of $1,458.5
million primarily related to net principal payments on warehouse facilities of $913.3 million, $140.0 million related to the repurchase agreements accounted for as
collateralized financing transactions relating to the Nasdaq shares previously held by the Company, and $294.8 million of treasury stock repurchases.
Cash Flows for the Year Ended December 31, 2021
For the year ended December 31, 2021, we used $48.7 million of cash from operations. However, excluding activity from loan originations and sales cash used
from operating activities for the year ended December 31, 2021 was $63.0 million. The $63.0 million reflects $484.4 million of cash used with respect to the 2021
Equity Event to reduce our fully diluted share count and for amounts paid on behalf of or to partners for withholding taxes related to unit exchanges and/or redemptions,
cash paid for redemption of HDUs, and other items. But for these uses of cash, net cash provided by operating activities for the year ended December 31, 2021 would
have been $421.4 million. Cash provided by investing activities was $453.1 million, primarily related to $551.1 million of proceeds from the sale of marketable
securities, partially offset by $69.8 million of payments for
82
acquisitions, net of cash acquired. Cash used in financing activities of $396.3 million primarily related to $290.5 million of treasury stock repurchases.
Nasdaq Monetization Transactions
On June 28, 2013, BGC sold certain assets of its on-the-run, electronic benchmark U.S. Treasury platform, eSpeed, to Nasdaq. The total consideration received
in the transaction included $750.0 million in cash paid upon closing and the Nasdaq Earn-out of up to 14,883,705 Nasdaq shares to be paid ratably over 15 years
(subject to acceleration and present value discount as discussed below), provided that Nasdaq, as a whole, produces at least $25.0 million in consolidated gross revenues
each year. The remaining rights under the Nasdaq Earn-out were transferred to Newmark on September 28, 2017. During the third and fourth quarters of 2021,
Newmark sold 2,780,180 Nasdaq shares for gross proceeds of $516.5 million. During the first quarter of 2022, Newmark sold all of its remaining 2,497,831 Nasdaq
shares for gross proceeds of $437.8 million. In the aggregate from September 2017 through March 31, 2022, Newmark received 10.2 million Nasdaq shares of which
Newmark sold 7.6 million shares and delivered 2.6 million shares to RBC.
On June 18, 2018, Newmark’s principal operating subsidiary, Newmark OpCo, issued $175.0 million of EPUs in a private transaction to RBC. Newmark
received $152.9 million of cash with respect to this transaction.
On September 26, 2018, Newmark entered into a second agreement to issue $150.0 million of additional EPUs to RBC, similar to the June 18, 2018
transaction. Newmark received $113.2 million of cash with respect to this transaction.
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 was subject to the SPV’s option to settle the postpaid forward contracts as described below. As the EPUs represented equity
ownership of a consolidated subsidiary of Newmark, they were included in “Noncontrolling interests” on our accompanying consolidated balance sheets and
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 our accompanying consolidated balance sheets and reductions to “Net income (loss) available to common stockholders”
for the purpose of calculating EPS.
Contemporaneously with the issuance of the EPUs, an SPV that is a consolidated subsidiary of Newmark entered into four variable postpaid forward contracts
with RBC. The SPV was an indirect subsidiary of Newmark whose sole assets were the Nasdaq shares 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, or Newmark Class A common stock, in
exchange for either cash or redemption of the EPUs.
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 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 with 898,685 Nasdaq shares, with a fair value of $93.5 million,
and Newmark retained 93,562 Nasdaq shares.
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 shares. The fair value of the Nasdaq shares
that Newmark received was $121.9 million. On November 30, 2020, Newmark settled the second Nasdaq Forward with 741,505 Nasdaq shares, with a fair value of
$93.5 million, and Newmark retained 250,742 Nasdaq shares.
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 that sale, 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 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.
2021 Equity Event and Share Count Reduction
83
In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021, the Compensation Committee approved a plan to expedite the tax-deductible
exchange and redemption of a substantial number of limited partnership units held by partners of the Company in the 2021 Equity Event. The 2021 Equity Event also
accelerated certain compensation expenses resulting in $428.6 million of compensation charges in the second quarter of 2021. 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 at an incremental cost of $15.9
million, which was recorded as compensation charges in the third quarter of 2021.
Some of the key components of the approved plan were as follows:
•
•
•
•
•
8.3 million and 8.0 million compensatory limited partnership units, respectively, of Newmark Holdings and BGC Holdings held by our partners who were
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 our partners who were
independent contractors were redeemed or exchanged. We also accelerated the payment of related withholding taxes to them with respect to their Newmark
Holdings units. Independent contractors received one share of BGC Class A common stock 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 shares of BGC Class A common stock 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.
Acquisitions
On March 10, 2023, Newmark completed the acquisition of Gerald Eve, a U.K. based real estate advisory firm.
In the first quarter of 2023, the Company acquired the approximately 49% of Spring11 that it did not own, having held a controlling stake since 2017. Spring11
provides asset management and servicing, commercial real estate due diligence, consulting, and advisory services to a variety of clients, including lenders, investment
banks and investors, and has been recorded as part of “management services.” Beginning in the first quarter of 2024, the portion of Spring11’s revenues associated with
its servicing and asset management portfolio will no longer be reported as “management services” but will instead be recorded as part of “servicing and other
revenues.”
On April 1, 2022, Newmark completed the acquisitions of two businesses: 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, a retail real estate advisory firm.
On September 6, 2021, Newmark acquired 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 workspace portfolio.
On March 24, 2021, Newmark acquired the business of Knotel, a global flexible workspace provider. Newmark agreed to provide approximately $19.8 million
of debtor-in-possession financing as part of a $70 million credit bid to acquire the business through Knotel’s Chapter 11 sales process, subject to approval of the U.S.
Bankruptcy Court. On March 18, 2021, the United States Bankruptcy Court approved the transaction under Section 363 of the United States Bankruptcy Code.
See Note 4 — “Acquisitions” to our accompanying consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for
additional information.
Debt Repurchase Authorization
On June 16, 2020, the Board and the Audit Committee authorized a debt repurchase program for the repurchase by the Company in the amount of up to $50.0
million of Company debt securities. Repurchases of Company debt securities, if any, are expected to reduce future cash interest payments, as well as future amounts due
at maturity or upon redemption.
84
Under the authorization, the Company may make repurchases of Company debt securities for cash from time to time in the open market or in privately
negotiated transactions upon such terms and at such prices as management may determine. Additionally, the Company is authorized to make any such repurchases of
Company debt securities through CF&Co (or its affiliates), in its capacity as agent or principal, or such other broker-dealers as management shall determine to utilize
from time to time upon customary market terms or commissions.
As of December 31, 2023, the Company had $50.0 million remaining from its debt repurchase authorization.
Commitments and Contingencies
The following table summarizes certain of Newmark’s contractual obligations at December 31, 2023 (in thousands):
(1)
(2)
Operating leases
Warehouse facilities
Debt
Interest on debt
Interest on warehouse facilities
(4)
(3)
(5)
Total
Total
Less than 1 Year
1-3 Years
3-5 Years
More than 5 Years
$
$
$
840,201
498,631
550,000
1,305
1,740
$
136,958
498,631
—
—
1,740
$
267,694
—
550,000
1,305
—
$
227,764
—
—
—
—
1,891,877
$
637,329
$
818,999
$
227,764
$
207,785
—
—
—
—
207,785
(1)
(2)
(3)
(4)
(5)
Operating leases are related to rental payments under various non-cancelable leases principally for office space.
Warehouse facilities are collateralized by $528.9 million of loans held for sale, at fair value (see Note 18 – “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises” to
the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K) which loans were either under commitment to be purchased by Freddie Mac or
had confirmed forward trade commitments for the issuance of and purchase of Fannie Mae or Ginnie Mae mortgage-backed securities.
Debt reflects long-term borrowings of $550.0 million which include $420.0 million outstanding under the Delayed Draw Term Loan and $130.0 million outstanding under the Cantor Credit
Agreement. The carrying amount of long-term debt was approximately $547.3 million in the aggregate, which includes $417.3 million under the Delayed Draw Term Loan and $130.0 million
under the Cantor Credit Agreement. (See Note 19 – “Debt” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K).
Reflects interest on the $550.0 million of long-term debt outstanding as of December 31, 2023, which includes $420.0 million outstanding under the Delayed Draw Term Loan and $130.0 million
outstanding under the Cantor Credit Agreement, from December 31, 2023 through the refinancing of those amounts on January 12, 2024 with the proceeds of the 7.500% Senior Notes.
Interest on the warehouse facilities collateralized by U.S. Government Sponsored Enterprises was projected by using the one-month SOFR rate plus their respective additional basis points,
primarily 130 basis points above SOFR and 115 basis points above SOFR, applied to their respective outstanding balances as of December 31, 2023, through their respective maturity dates. Their
respective maturity dates range from June 2024 to October 2024, while one line has an open maturity date. The notional amount of these committed and uncommitted warehouse facilities was
$3.0 billion at December 31, 2023. See Note 18 – “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises” to the Company’s consolidated financial statements included
in Part II, Item 8 of this Annual Report on Form 10-K.
Credit Ratings
As of December 31, 2023, our public long-term credit ratings and associated outlooks are as follows:
Fitch Ratings Inc.
JCRA
Kroll Bond Rating Agency
S&P Global Ratings
Rating
BBB-
BBB+
BBB-
BB+
Outlook
Stable
Stable
Stable
Positive
Credit ratings and associated outlooks are influenced by several factors including, but not limited to: operating environment, earnings and profitability trends,
the prudence of funding and liquidity management practices, balance sheet size composition and resulting leverage, cash flow coverage of interest, composition and
size of the capital base, available liquidity, outstanding borrowing levels and the firm’s competitive position in the industry. A credit rating and/or the associated outlook
can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change. Any reduction in our credit
ratings and/or the associated outlook could adversely affect the availability of debt financing on terms acceptable to us, as well as the cost and other terms upon which
we are able to obtain any such financing. In addition, credit ratings and associated outlooks may be important to customers or counterparties when we compete in
certain markets and when we seek to engage in certain transactions. The interest rate on our 7.500% Senior Notes may increase by up to 2% in the event of credit
ratings downgrades.
Certain Other Related Party Transactions
Transactions with Executive Officers and Directors
85
Howard W. Lutnick, Executive Chairman
On January 2, 2024, pursuant to the Newmark Standing Policy for Mr. Lutnick, and in connection with grants of exchangeability made to Mr. Gosin pursuant
to the terms of the employment agreement that Mr. Gosin executed on February 10, 2023, the Company granted exchange rights and/or monetization rights with respect
to rights available to Mr. Lutnick, and Mr. Lutnick (i) elected to accept 617,262 exchange rights with respect to 617,262 previously awarded PSUs that were previously
non-exchangeable; and (ii) received the right to monetize, and accepted such monetization right of 81,275 previously awarded nonexchangeable PPSUs for a future
cash payment of $1,250,000. Mr. Lutnick waived all remaining rights, which shall be cumulative. The aggregate number of Mr. Lutnick’s units for which he waived
exchange rights or other monetization rights is 617,262 non-exchangeable Newmark Holdings PSUs/NPSUs and 81,274 non-exchangeable Newmark Holdings PPSUs
with an aggregate determination amount of $1,250,000 at that time.
In connection with the Corporate Conversion, on May 18, 2023, Mr. Lutnick’s 1,474,930 BGC Holdings HDUs were redeemed for a cash capital account
payment of $9.1 million, $7.0 million of which was paid by Newmark, with the remainder paid by BGC. The $7.0 million HDU liability was included in “Accrued
Compensation” on the accompanying consolidated balance sheets as of December 31, 2022, and related to services provided by Mr. Lutnick to Newmark prior to the
Spin-Off. Newmark recorded the related compensation expense and took the compensation tax deductions in prior years.
On December 27, 2021, the Compensation Committee approved a one-time bonus award to Mr. Lutnick, which was evidenced by the execution and delivery
of a Retention Bonus Agreement, dated December 28, 2021, and described below, in consideration of his success in managing certain aspects of the Company’s
performance as its principal executive officer and Chairman. The bonus 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 held by the Company and the strong balance
sheet and significant amount of income created from this. A principal reason for structuring the bonus 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 bonus award is the subject of legal challenge. See the heading “Legal Proceedings” below.
The Retention Bonus Agreement provides for an aggregate cash payment of $50 million, payable as follows: $20 million within three days of the date of the
Retention Bonus Agreement (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 date of the Retention Bonus Agreement. 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 Retention Bonus Agreement. Mr. Lutnick has purchased Newmark Class A common
stock with the after-tax proceeds of the initial tranche of the bonus award. The Retention Bonus 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 Retention Bonus Agreement) or (ii) an involuntary removal of Mr. Lutnick 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). 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 Retention Bonus 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 Mr. Lutnick’s Change of Control Agreement do not apply to the bonus award. A copy of the Retention Bonus 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 our proxy
statement filed with the SEC on August 16, 2023.
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
86
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 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.
Barry M. Gosin, Chief Executive Officer
On February 10, 2023, Barry M. Gosin, the Company’s Chief Executive Officer, entered into an amended and restated employment agreement with Newmark
OpCo and Newmark Holdings. In connection with the employment agreement, the Compensation Committee approved (i) for a term through at least 2024, with the
term running through 2025, an annual cash bonus of $1,500,000; (ii) an upfront advance award of four tranches of 1,145,475 Newmark NPSUs each (calculated by
dividing $10,000,000 by the Company’s stock price of $8.73 on February 10, 2023) attributable to each year of the term and (iii) the continued ability to receive
discretionary bonuses, if any, subject to approval of the Compensation Committee. In accordance with his employment agreement, Mr. Gosin’s non-exchangeable
NPSUs award has the following features: (i) 25% of such non-exchangeable NPSUs shall convert into non-exchangeable PSUs, with the first 25% installment effective
as of April 1, 2023 and the remaining three 25% installments effective as of December 31 of 2023 through 2025, as adjusted upwards by dividing such number of
NPSUs by the then-current exchange ratio upon the applicable December 31, provided that, as of each applicable December 31: (x) Newmark, inclusive of its affiliates,
earns, in the aggregate, at least $10,000,000 in gross revenues in the calendar quarter in which the applicable award of PSUs is to be granted and (y) Mr. Gosin is still
performing substantial services exclusively for Newmark or an affiliate, has not given notice of termination of his services except for circumstances set forth in Mr.
Gosin’s employment agreement, and has not breached his obligations under the Newmark Holdings limited partnership agreement; and (ii) such PSUs as converted
from NPSUs shall become exchangeable in ratable portions beginning December 31, 2023 and ending December 31, 2029, in accordance with the terms and conditions
as set forth in Mr. Gosin’s employment agreement. 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 February 14, 2023 and is described in detail therein.
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 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 0 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 March 16, 2021, the Compensation Committee granted Mr. Gosin exchange rights into shares of 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 Spin-Off in
November 2018).
Michael J. Rispoli, Chief Financial Officer
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, divided into tranches of 100,000 RSUs each
that vest on a seven-year schedule; and (ii) an award of 250,000 Newmark RSUs, divided into tranches of 50,000 RSUs each that vest on a seven-year schedule. 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 October 3, 2022 and is described in
detail therein.
In connection with signing the employment agreement on September 29, 2022, Mr. Rispoli received immediate exchangeability on 25% of his then currently
held 88,079 non-exchangeable PSUs and 87,049 non-exchangeable PPSUs (such 25% totaled 23,560 PPSUs with a value of $283,527 and 20,221 PSUs), and will
receive monetization rights on another 25% of such units held as of September 29, 2022, split pro rata into one-fifth (1/5) increments, on or as soon as practicable after
87
October 1 of each of 2023-2027, to the extent such units had not previously been given monetization rights, with each monetization contingent upon Mr. Rispoli
performing substantial services exclusively for the Company or any affiliate, remaining a partner in Newmark Holdings, and complying with the terms of his
employment agreement and any of his obligations to Newmark Holdings, us or any affiliate through such dates.
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 $76,407 in the aggregate
to be paid for taxes when (i) is exchanged).
Stephen M. Merkel, Chief Legal Officer
On January 2, 2024, Mr. Merkel sold 35,006 shares of Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the
Exchange Act. The sale price per share of $10.85 was the closing price of a share of Class A common stock on January 2, 2024. The transaction was approved by the
Audit and Compensation Committees of the Board and was made pursuant to the Company’s stock buyback authorization.
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 $173,863, and (iii) 68,727 shares of our Class A common stock were issued to Mr. Merkel. On the same day, the 68,727 shares of our Class A common
stock were repurchased from Mr. Merkel at $10.67 per share, the closing price of our Class A common stock on that date, under our 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 our Class A common stock. On the same day, the Company repurchased these shares from Mr. Merkel at the closing price of our Class A
common stock of $11.09 per share under our 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.
2021 Equity Event
The specific transactions approved by the Compensation Committee, in connection with the 2021 Equity Event, with respect to our executive officers are set
forth below. All of the transactions included in the 2021 Equity Event with respect to Messrs. Lutnick, Gosin and Rispoli, are 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 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-current 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 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-Rights 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 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-current 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 “Executive
Compensation” in our proxy statement filed August 16, 2023 for additional information and definitions.
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On June 28, 2021, the Compensation Committee approved the following for Mr. Gosin: (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’s 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.
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.
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 then-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.
Investment in CF Real Estate Finance Holdings, L.P.
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 December 31, 2022, Newmark’s investment
was accounted for under the equity method (see Note 7 — “Investments” to our accompanying consolidated financial statements included in Part II, Item 8 of this
Annual Report on Form 10-K). Pursuant to the terms of this investment, Newmark held a redemption option through which Real Estate LP would 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 redemption time. On July 20, 2022, this
redemption option was exercised.
In December 2022, the Audit Committee authorized a subsidiary of Newmark to rescind its July 20, 2022 written notice exercising the optional redemption of
its 27.2% ownership interest in Real Estate LP and amend the joint venture agreement between Newmark and Real Estate LP to provide for a redemption option for this
investment after July 1, 2023, with proceeds to be received within 20 days of the redemption notice. A payment of a $44.0 thousand administrative fee was made to
Newmark in connection with such amendment. On July 1, 2023, Newmark exercised its redemption option and received payment of $105.5 million from Cantor during
the year ended December 31, 2023, terminating Newmark’s interest in Real Estate LP.
Pre-IPO Intercompany Agreements
In December 2017, prior to the Separation and Newmark IPO, all intercompany arrangements and agreements that were previously approved by the Audit
Committee of BGC Partners with respect to BGC Partners and its subsidiaries and Cantor and its subsidiaries were also approved by our Board with respect to the
relationships between us and our subsidiaries and Cantor and its subsidiaries following our IPO on the terms and conditions approved by the Audit Committee of BGC
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Partners during such time that our business was owned by BGC Partners. These arrangements include, but are not limited to, the following: (i) an authorization to
provide Cantor real estate and related services, including real estate advice, brokerage, property or facilities management, valuation and advisory and other services;
(ii) an authorization to enter into brokerage and similar agreements with respect to the provision of ordinary course brokerage services in circumstances in which such
entities customarily provide brokerage services to third-party customers; (iii) an authorization to enter into agreements with Cantor and/or its affiliates, to provide
services, including finding and reviewing suitable acquisition or partner candidates, structuring transactions and negotiating and due diligence services in connection
with acquisitions and other business strategies in commercial real estate and other businesses from time to time; and (iv) an arrangement to jointly manage exposure to
changes in foreign exchange rates.
Services Agreement with Cantor Fitzgerald Europe (DIFC Branch)
In May 2020, the Audit Committee authorized Newmark & Co., a subsidiary of Newmark, to enter into an agreement with Cantor Fitzgerald Europe (DIFC
Branch) pursuant to which Cantor Fitzgerald Europe (DIFC Branch) will employ and support an individual who is a resident of Dubai in order to enhance Newmark’s
capital markets platform, in exchange for a fee. Cantor Fitzgerald Europe (DIFC Branch) and Newmark & Co. negotiated a services agreement memorializing the
arrangement between the parties. The services agreement provides that Newmark & Co. will reimburse Cantor Fitzgerald Europe (DIFC Branch) for the individual’s
fully allocated costs, plus a mark-up of 7%. In addition, the Audit Committee of the Company authorized the Company and its subsidiaries to enter into similar
arrangements in respect of any jurisdiction, in the future, with Cantor and its subsidiaries, provided that the applicable agreements contain customary terms for
arrangements of this type and that the mark-up charged by the party employing one or more individuals for the benefit of the other is between 3% and 7.5%, depending
on the level of support required for the employed individual(s).
Sublease to Cantor Fitzgerald, L.P.
In January 2022, Cantor entered into an agreement to sublease excess space from RKF Retail Holdings LLC, a subsidiary of Newmark, for a period of six
months until June 30, 2022 at a rate of $0.1 million per month. In July 2022, the sublease was extended one year to June 30, 2023. In June 2023, the sublease was
extended three months to September 30, 2023. As of December 31, 2023 the sublease has been terminated. Newmark received $0.7 million and $1.0 million for the
years ended December 31, 2023 and 2022, respectively.
GSE Loans and Related Party Limits
In February 2019, the Audit Committee authorized Newmark and its subsidiaries to originate and service GSE loans to 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.
Transaction with CCRE Lending
On July 22, 2019, CCRE Lending made a $146.6 million commercial real estate loan to a single-purpose company in which Barry Gosin, Newmark’s Chief
Executive Officer, owns a 19% interest. This loan is secured by the single-purpose company’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%. This loan matures on August 6, 2029, and is payable monthly at a fixed interest rate of 4.38% per annum.
Transactions Related to Ordinary Course Real Estate Services
On November 4, 2020, the Audit Committee 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.
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
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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 or terminated partners are permitted by us
to exchange any portion of their Founding Partner units and Cantor consents to such exchangeability, we will offer to Cantor the opportunity for Cantor to purchase the
same number of new exchangeable limited partnership interests in Newmark Holdings at the price that Cantor would have paid for exchangeable limited partnership
interests in the event we had redeemed the Founding Partner units; and (2) the exchangeable limited partnership interests to be offered to Cantor pursuant to clause (1)
above would be subject to, and granted in accordance with, applicable laws, rules and regulations then in effect.
If Cantor acquires any units as a result of the purchase or redemption by Newmark Holdings of any Founding Partner interests, Cantor will be entitled to the
benefits (including distributions) of the units it acquires from the date of termination or bankruptcy of the applicable Founding Partner. In addition, any such units will
be exchangeable by Cantor for a number of shares of our Class B common stock or, at Cantor’s election, shares of our Class A common stock, in each case, equal to the
then-current Exchange Ratio, on the same basis as the limited partnership interests held by Cantor, and will be designated as Newmark Holdings exchangeable limited
partnership interests when acquired by Cantor. The Exchange Ratio was initially one, but is subject to adjustment as set forth in the Separation and Distribution
Agreement and was 0.9231 as of December 31, 2023. This may permit Cantor to receive a larger share of income generated by our business at a less expensive price
than through purchasing shares of our Class A common stock, which is a result of the price payable by Cantor to Newmark.
On May 17, 2022, Cantor purchased from Newmark Holdings an aggregate of (i) 184,714 exchangeable limited partnership interests for aggregate
consideration of $763,064 as a result of the redemption of 184,714 Founding Partner interests, and (ii) 23,562 exchangeable limited partnership interests for aggregate
consideration of $100,079 as a result of the exchange of 23,562 Founding Partner interests.
On October 25, 2022, Cantor purchased from Newmark Holdings an aggregate of (i) 104,701 exchangeable limited partnership interests for aggregate
consideration of $446,647 as a result of the redemption of 104,701 Founding Partner interests, and (ii) 102,454 exchangeable limited partnership interests for aggregate
consideration of $272,100 as a result of the exchange of 102,454 Founding Partner interests.
On April 16, 2023, Cantor purchased from Newmark Holdings an aggregate of (i) 309,631 exchangeable limited partnership interests for aggregate
consideration of $1,282,265 as a result of the redemption of 309,631 Founding Partner interests, and (ii) 38,989 exchangeable limited partnership interests for aggregate
consideration of $166,364 as a result of the exchange of 38,989 Founding Partner interests.
On June 30, 2023, Cantor purchased from Newmark Holdings an aggregate of 74,026 exchangeable limited partnership interests for aggregate consideration of
$310,976 as a result of the redemption of 74,026 Founding Partner interests.
Following such purchases, as of December 31, 2023, there were 53,168 Founding Partner interests in Newmark Holdings remaining in which the partnership
had the right to redeem or exchange and with respect to which Cantor had the right to purchase an equivalent number of Cantor Units following such redemption or
exchange.
First Amendment to Amended and Restated Agreement of Limited Partnership of Newmark Holdings
On March 10, 2023, Newmark Holdings entered into the LPA Amendment to the Newmark Holdings limited partnership agreement. The LPA Amendment
revises certain restrictive covenants pertaining to the “Partner Obligations” and “Competitive Activity” provisions in the Newmark Holdings limited partnership
agreement. Specifically, the LPA Amendment (i) reduces the length of the post-termination period during which a partner must refrain from soliciting or doing business
with customers, soliciting employees, engaging in a “Competing Business” (as defined therein), or otherwise refraining from harming the partnership; and (ii) revises
the scope of the non-compete provisions under the “Partner Obligations” and “Competitive Activity” provisions in the Newmark Holdings limited partnership
agreement to cover “Competing Businesses” for which a partner performs the same or similar services as provided to a “Protected Affiliate” (as defined therein) and (a)
involving a product, product line or type, or service of a “Protected Affiliate” within a specific geographic area, (b) involving a “Client” or a “Client Representative”
(each as defined therein) of a Protected Affiliate, or (c) for which the disclosure of confidential information is likely to be inevitable. The LPA Amendment was
approved by the Board of Directors and Audit and Compensation Committees.
Knotel Assets
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.
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Employment Matters
On June 28, 2021, the Audit Committee authorized Newmark to hire a son of its Executive 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.
Referral Fees to Cantor
In September 2021, the Audit Committee authorized Newmark and its subsidiaries to pay referral fees to Cantor and its subsidiaries (other than Newmark and
its subsidiaries) in respect of referred business, pursuant to ordinary course arrangements in circumstances where Newmark would customarily pay referral fees to
unrelated third parties and where Newmark is paying a referral fee to Cantor in an amount that is no more than the applicable percentage rate set forth in Newmark’s
intra-company referral policies, as then in effect, with such fees to be at referral rates no less favorable to Newmark than would be paid to unrelated third parties.
Acquisition of Spring11 Ownership Interest from Cantor
In February 2023, Newmark’s subsidiary, Newmark S11 entered into an equity purchase agreement with CFS11, a subsidiary of Cantor, pursuant to which
Newmark acquired CFS11’s 33.78% ownership interest in Newmark S11 LP, LLC, the joint venture that owns a controlling interest in Spring11, for a total purchase
price of $11,530,598. CFS11’s 33.78% ownership in Newmark S11 LP, LLC was 25.62% of Spring11’s economic interest. The transaction, which also included
Newmark S11 buying the remaining minority interests from other third-party owners on substantially the same terms, resulted in Newmark S11 owning 100% of
Spring11. The CFS11 transaction was approved by our Audit Committee.
Placement Agent Authorization with CF&Co
On August 8, 2023, our Audit Committee authorized us to engage CF&Co as a non-exclusive placement agent on behalf of us or our subsidiaries in connection
with certain capital markets transactions (with the ability to also mandate certain third-party banks as additional advisors and co-placement agents alongside CF&Co),
pursuant to customary terms and conditions, including percentage of proceeds, and provided the terms are no less favorable to us than terms that an unaffiliated third-
party investment bank would provide to us in similar transactions.
7.500% Senior Notes
On January 12, 2024, the Company issued an aggregate of $600.0 million principal amount of 7.500% Senior Notes due 2029. In connection with this issuance
of 7.500% Senior Notes, the Company recorded approximately $0.5 million in underwriting fees payable to CF&Co. These fees were recorded as a deduction from the
carrying amount of the debt liability, which is amortized as interest expense over the term of the notes. Cantor purchased $125.0 million aggregate principal amount of
such senior notes.
Master Repurchase Agreement
As discussed in more detail above under “—Financial Position, Liquidity and Capital Resources—Master Repurchase Agreement,” Newmark OpCo is party to
a Master Repurchase Agreement with CF Secured. CF Secured is wholly owned by CF Secured Holdings, LLC, which is controlled by its managing member, Cantor
CF Secured Investor, LLC, a wholly owned subsidiary of Cantor.
Services Agreement with Cantor Fitzgerald Europe for the Provision of Real Estate Investment Banking Services
On February 21, 2024, the Audit Committee of the Company authorized NHL, a subsidiary of Newmark, to enter into an agreement with CFE pursuant to which
CFE will employ and support an individual to enhance Newmark’s capital markets platform by providing real estate investment banking services for the benefit of
Newmark’s client. Under this agreement, NHL will reimburse CFE for the individual’s fully allocated costs, plus a mark-up of seven percent (7%) and CFE will be
entitled to ten percent (10%) of revenues generated by such individual on behalf of Newmark. In addition, the Audit Committee of the Company authorized NHL to
include additional individuals to perform such services on substantially the same terms; provided that, in any case, the mark-up charged for such additional individuals
is between 3.0% and 7.5%, depending on the level of support required for such individuals.
Regulatory Requirements
Newmark 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 our accompanying
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consolidated financial statements. As of December 31, 2023, Newmark had met all capital requirements. As of December 31, 2023, the most restrictive capital
requirement was Fannie Mae’s net worth requirement. Newmark exceeded the minimum requirement by $409.2 million.
Certain of Newmark’s agreements with Fannie Mae allow Newmark to originate and service loans under the Fannie Mae 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 Freddie Mac allow Newmark to service loans under the Freddie Mac TAH. These agreements require Newmark to pledge sufficient
collateral to meet Freddie Mac’s liquidity requirement of 8% of the outstanding principal of Freddie Mac TAH loans serviced by Newmark. As of December 31, 2023
and December 31, 2022, Newmark had met all liquidity requirements.
In addition, as a servicer for Fannie Mae, Ginnie Mae, and FHA, Newmark is required to advance to investors any uncollected principal and interest due from
borrowers. As of both December 31, 2023 and December 31, 2022, outstanding borrower advances were $1.6 million and $1.3 million, respectively, and are included in
“Other assets” in our accompanying consolidated balance sheets.
Regulatory Environment
See “—Regulation” in Part I, Item 1, Business, of this Annual Report on Form 10-K for information related to our regulatory environment.
Equity
Repurchase Program
See Note 6 — “Stock Transactions and Unit Redemptions” to our accompanying consolidated financial statements included in Part II, Item 8 of this Annual
Report on Form 10-K
Fully Diluted Share Count
Our fully diluted weighted-average share counts for the years ended December 31, 2023 and 2022 were as follows (in thousands):
(1)
Common stock outstanding
Partnership units
RSUs (Treasury stock method)
Newmark exchange shares
(2)
Total
(3)
December 31,
2023
2022
173,475
—
2,413
494
176,382
180,337
59,944
3,255
1,641
245,177
(1)
(2)
(3)
Common stock consisted of Class A shares and Class B shares. For the year ended December 31, 2023, the weighted-average number of Class A shares was 152.2 million shares and Class B shares was
21.3 million that were included in our fully diluted EPS computation.
Partnership units collectively include FPUs, limited partnership units, and Cantor Units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings,” to our consolidated
financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information). In general, these partnership units are potentially exchangeable into shares of Newmark Class A common
stock. In addition, partnership units held by Cantor are generally exchangeable into shares of Newmark Class A common stock and/or for up to 24.9 million shares of Newmark Class B common stock.
These partnership units also generally receive quarterly allocations of net income, after the deduction of the Preferred Distribution, based on their weighted-average pro rata share of economic ownership of
the operating subsidiaries. As a result, these partnership units are included in the fully diluted share count calculation shown above.
For the year ended December 31, 2023, the weighted-average share count included 73.4 million anti-dilutive securities, which were excluded in the computation of fully diluted earnings per share.
As of each of December 31, 2023 and 2022, our fully diluted period-end (spot) share count was 248.7 million and 235.9 million, respectively.
Equity Method Investments
Newmark had an investment in Real Estate LP, a joint venture with Cantor in which Newmark had the ability to exert significant influence over its operating
and financial policies. Accordingly, Newmark accounted for this investment under the equity method of accounting. Newmark held a redemption option in which Real
Estate LP would 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 its redemption option. In December 2022, the Audit Committee authorized a subsidiary of Newmark
to rescind its July 20, 2022 written notice exercising the optional redemption of its 27.2% ownership interest in Real Estate LP and amend the joint venture agreement
between Newmark and Real Estate LP to provide for a redemption option for this investment after July 1, 2023, with proceeds to be received within 20 days of the
redemption notice. A payment of a $44.0
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thousand administrative fee was made to Newmark in connection with such amendment. On July 1, 2023, Newmark exercised its redemption option and received
payment of $105.5 million from Cantor during the year ended December 31, 2023, terminating Newmark’s interest in Real Estate LP (see Note 7 — “Investments” for
more information).
Registration Statements
On March 25, 2022, we filed a registration statement on Form S-3 pursuant to which CF&Co could make offers and sales of our 6.125% Senior Notes in
connection with ongoing market-making transactions which may occur from time to time. Such market-making transactions prior to the maturity of those notes on
November 15, 2023.
We have an effective registration statement on Form S-4, with respect to the offer and sale of up to 20.0 million shares and rights to acquire shares of our Class
A common stock from time to time in connection with business combination transactions, including acquisitions of other businesses, assets, properties or securities. As
of December 31, 2023, we have issued 2.2 million shares of our Class A common stock under this registration statement.
Construction Loans
As of December 31, 2023 and December 31, 2022, 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, and
forward commitments, as well as the funding for Fannie Mae structured transactions. Newmark also has corresponding commitments to sell these loans to various
purchasers as they are funded.
Contingent Payments Related to Acquisitions
Newmark completed acquisitions from 2019 through the second quarter of 2023 with contingent cash consideration of $25.7 million. The contingent equity
instruments and cash liability is recorded at fair value in “Accounts payable, accrued expenses and other liabilities” on Newmark’s accompanying consolidated balance
sheets.
Legal Proceedings
On August 5, 2022, Robert Garfield filed a complaint in the Delaware Court of Chancery, captioned Robert Garfield v. Howard W. Lutnick, et al. (Case No.
2022-0687) (the “Garfield action”), against the members of the Board and Mr. Lutnick in his capacity as Chairman of the Board and controlling stockholder. This
derivative complaint alleges that in connection with the December 2021 bonus award, payable over a 3-year period, granted to Mr. Lutnick: (i) the Board breached its
fiduciary duty, (ii) neither the award nor the approval process employed by the Compensation Committee were entirely fair to the Company and its stockholders, and
(iii) the members of the Compensation Committee did not exercise independent judgment. The complaint alleges that Mr. Lutnick breached his fiduciary duty as
Chairman and controlling shareholder by forcing the Company to grant the award and by accepting it. The complaint seeks rescission of the award and other
compensation, as well as damages and other relief.
On October 7, 2022, Cardinal Capital Management, LLC filed a complaint in the Delaware Court of Chancery, captioned Cardinal Capital Management, LLC
v. Howard W. Lutnick, et al. (Case No. 2022-0909-SG) (the “Cardinal action”), against Mr. Lutnick, the members of the Compensation Committee in 2021, who were
Virginia S. Bauer, Kenneth A. McIntyre and Michael Snow as members of the Compensation Committee, and Barry Gosin, Michael Rispoli and Stephen Merkel, as
Newmark’s executive officers. The derivative complaint alleges that in connection with the Company’s June 2021 partnership units exchange for Mr. Lutnick and
Officers (as such term is defined in the Cardinal action) and the December 2021 bonus award, payable over a 3-year period, granted to Mr. Lutnick: (i) the
Compensation Committee and Officers breached their fiduciary duties and wasted corporate assets; and (ii) Mr. Lutnick and the Officers were unjustly enriched. The
complaint also alleges that Mr. Lutnick breached his fiduciary duty as Chairman and controlling shareholder, and wasted corporate assets, by forcing the Company to
grant the award and by accepting it. The complaint seeks recoupment of the partnership units exchange and the bonus award, as well as damages and other relief.
On December 13, 2022, the Delaware Court of Chancery entered an order consolidating the Garfield and Cardinal actions into a single, consolidated action
(Consolidated C.A. No. 2022-0687) deemed to have commenced on August 5, 2022, when the Garfield action was filed. On January 10, 2023, plaintiffs filed a
consolidated amended complaint, whose claims, as well as requested relief, mirror the claims and relief sought in the Cardinal action in all material respects. The
Company’s position is that the partnership units exchange was appropriate and in the best interests of the Company, and that the bonus award was properly approved by
the Compensation Committee comprised of independent directors (which does not include Mr. Lutnick) after careful consideration of his contributions to the Company,
including the Company’s superior financial results, and following an extensive process that included advice from independent legal counsel and an independent
compensation. The Company believes the lawsuit has no merit. However, as with any litigation, the outcome cannot be determined with certainty. The case is in the
discovery phase. Trial is scheduled for July 2025.
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On March 9, 2023, a purported class action complaint was filed against Cantor, BGC Holdings, and Newmark Holdings in the U.S. District Court for the
District of Delaware (Civil Action No. 1:23-cv-00265). The collective action, which was filed by seven former limited partners on their own behalf and on behalf of
other similarly situated limited partners, alleges a claim for breach of contract against all defendants on the basis that the defendants failed to make payments due under
the relevant partnership agreements. Specifically, the plaintiffs allege that the non-compete and economic forfeiture provisions upon which the defendants relied to deny
payment are unenforceable under Delaware law. The plaintiffs allege a second claim against Cantor and BGC Holdings for antitrust violations under the Sherman
Antitrust Act of 1890, as amended, on the basis that the Cantor and BGC Holdings partnership agreements constitute unreasonable restraints of trade. In that regard, the
plaintiffs allege that the non-compete and economic forfeiture provisions of the Cantor and BGC Holdings partnership agreements, as well as restrictive covenants
included in partner separation agreements, cause anticompetitive effects in the labor market, insulate Cantor and BGC Holdings from competition, and limit innovation.
The plaintiffs seek a determination that the case may be maintained as a class action, an injunction prohibiting the allegedly anticompetitive conduct, and monetary
damages of at least $5,000,000. The Company believes the lawsuit has no merit. However, as with any litigation, the outcome cannot be determined with certainty.
Defendants filed a motion to dismiss and in response, on May 31, 2023, plaintiffs filed an Amended Class Action Complaint alleging similar allegations as a basis for
claims for breach of contract and violation of the Sherman Act. Defendants moved to dismiss the Amended Complaint. On February 23, 2024, plaintiffs filed a Second
Amended Complaint, repleading claims for violation of federal antitrust laws and challenging economic forfeiture and non-compete obligations as violative of federal
competition law.
Critical Accounting Policies and Estimates
The preparation of our accompanying consolidated financial statements in conformity with U.S. GAAP guidance requires management to make estimates and
assumptions that affect the reported amounts of the assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our
accompanying consolidated financial statements. These accounting estimates require the use of assumptions about matters, some which are highly uncertain at the time
of estimation. To the extent actual experience differs from the assumptions used, our accompanying consolidated balance sheets, consolidated statements of operations
and consolidated statements of cash flows could be materially affected. We believe that of our significant accounting policies, the following policies involve a higher
degree of judgment and complexity.
Revenue Recognition
We derive our revenues primarily through commissions from brokerage services, commercial mortgage origination, net, revenues from real estate management
services, servicing fees and other revenues. Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring
the promised goods or services to the customers as determined by when, or as, the customer obtains control of that good or service. A performance obligation may be
satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the
performance obligation as evidenced by the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is
recognized at the point in time when the customer obtains control over the promised good or service.
The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised goods or services (i.e., the “transaction
price”). In determining the transaction price, we consider consideration promised in a contract that includes a variable amount, referred to as variable consideration, and
estimate the amount of consideration due to us. Additionally, variable consideration is included in the transaction price only to the extent that it is probable that a
significant reversal in the amount of cumulative revenue recognized will not occur. In determining when to include variable consideration in the transaction price, we
consider all information (historical, current and forecast) that is available, including the range of possible outcomes, the predictive value of past experiences, the time
period of when uncertainties are expected to be resolved and the amount of consideration that is susceptible to factors outside of our influence.
We also use third-party service providers in the provision of services to our customers. In instances where a third-party service provider is used, we perform an
analysis to determine whether we are acting as a principal or an agent with respect to the services provided. To the extent that we are acting as a principal, the revenue
and the expenses incurred are recorded on a gross basis. In instances where we are acting as an agent, the revenue and expenses are presented on a net basis within the
revenue line item.
In some instances, we perform services for customers and incur out-of-pocket expenses as part of delivering those services. Our customers agree to reimburse
us 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.
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MSRs, Net
We initially recognize and measure the rights to service mortgage loans at fair value and subsequently measure them using the amortization method. We
recognize rights to service mortgage loans as separate assets at the time the underlying originated mortgage loan is sold, and the value of those rights is included in the
determination of the gains on loans held for sale. Purchased MSRs, including MSRs purchased from CCRE, are initially recorded at fair value, and subsequently
measured using the amortization method.
We receive up to a three-basis point servicing fee and/or up to a one-basis point surveillance fee on certain Freddie Mac loans after the loan is securitized in a
Freddie Mac pool. The Freddie Mac Strip is also recognized at fair value and subsequently measured using the amortization method, but is recognized as a MSR at the
securitization date.
MSRs are assessed for impairment, at least on an annual basis, based upon the fair value of those rights as compared to the amortized cost. Fair values are
estimated using a valuation model that calculates the present value of the future net servicing cash flows. In using this valuation method, we incorporate assumptions
that management believes market participants would use in estimating future net servicing income. The fair value estimates are sensitive to significant assumptions used
in the valuation model such as prepayment rates, cost of servicing, escrow earnings rates, discount rates and servicing multiples, which are affected by expectations
about future market or economic conditions derived, in part, from historical data. It is reasonably possible that such estimates may change. We amortize the MSRs in
proportion to, and over the period of, the projected net servicing income. For purposes of impairment evaluation and measurement, we stratify MSRs based on
predominant risk characteristics of the underlying loans, primarily by investor type (Fannie Mae/Freddie Mac, FHA/Ginnie Mae, commercial mortgage-backed
securities and other). To the extent that the carrying value exceeds the fair value of a specific MSR strata, a valuation allowance is established, which is adjusted in the
future as the fair value of MSRs increases or decreases. Reversals of valuation allowances cannot exceed the previously recognized impairment up to the amortized
cost.
Equity-Based and Other Compensation
Discretionary Bonus: A portion of our compensation and employee benefits expense comprises discretionary bonuses, which may be paid in cash, equity,
partnership awards or a combination thereof. We accrue expense in a period based on revenues in that period and on the expected combination of cash, equity and
partnership units. Given the assumptions used in estimating discretionary bonuses, actual results may differ.
RSUs: We account for equity-based compensation under the fair value recognition provisions of U.S. GAAP guidance. RSUs provided to certain employees
are accounted for as equity awards, and in accordance with U.S. GAAP guidance, we are required to record an expense for the portion of the RSUs that is ultimately
expected to vest. Further, U.S. GAAP guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual
forfeitures differ from those estimates. Because significant assumptions are used in estimating employee turnover and associated forfeiture rates, actual results may
differ from our estimates under different assumptions or conditions.
The fair value of RSU awards to employees is determined on the date of grant, based on the fair value of our Class A common stock. Generally, RSUs granted
by us as employee compensation do not receive dividend equivalents; as such, we adjust the fair value of the RSUs for the present value of expected forgone dividends,
which requires us to include an estimate of expected dividends as a valuation input. This grant-date fair value is amortized to expense ratably over the awards’ vesting
periods. For RSUs with graded vesting features, we have made an accounting policy election to recognize compensation cost on a straight-line basis. The amortization
is reflected as non-cash equity-based compensation expense in our accompanying consolidated statements of operations.
Restricted Stock: Restricted stock provided to certain employees is accounted for as an equity award, and as per U.S. GAAP guidance, we are required to
record an expense for the portion of the restricted stock that is ultimately expected to vest. We have granted restricted stock that is not subject to continued employment
or service; however, transferability is subject to compliance with our and our affiliates’ customary non-compete obligations. Such shares of restricted stock are generally
saleable by partners in five to 10 years. Because the restricted stock is not subject to continued employment or service, the grant-date fair value of the restricted stock is
expensed on the date of grant. The expense is reflected as non-cash equity-based compensation expense in our accompanying consolidated statements of operations.
Limited Partnership Units: Limited partnership units in Newmark Holdings are held by Newmark employees and receive quarterly allocations of net income
and are generally contingent upon services being provided by the unit holders. As discussed above, Preferred Units in Newmark Holdings are not entitled to participate
in partnership distributions other than with respect to a distribution 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 quarterly allocations of net income to such limited partnership units are reflected as a component of compensation expense under
“Equity-based compensation and allocations of net income to limited partnership units and FPUs”
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in our accompanying consolidated statements of operations. Prior to the Corporate Conversion, certain Newmark employees held BGC Holdings limited partnership
units with similar entitlements.
Certain of these limited partnership units entitle the holders to receive post-termination payments equal to the notional amount in four equal yearly installments
after the holder’s termination. These limited partnership units are accounted for as post-termination liability awards under U.S. GAAP guidance, which requires that
Newmark record an expense for such awards based on the change in value at each reporting period and include the expense in our accompanying consolidated
statements of operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.” The liability for limited
partnership units with a post-termination payout is included in “Other long-term liabilities” on our accompanying consolidated balance sheets.
Certain limited partnership units held by Newmark employees are granted exchangeability into Class A common stock or may be redeemed in connection with
the grant of shares of Class A common stock. At the time exchangeability is granted, or the shares are issued, 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” in our accompanying
consolidated statements of operations.
Employee Loans: We have entered into various agreements with certain of our employees and partners whereby these individuals receive loans that may be
either wholly or in part repaid from distributions that the individuals receive on some or all of their limited partnership interests and from proceeds of the sale of the
employees’ shares of our Class A common stock or may be forgiven over a period of time. Cash advance distribution loans are documented in formal agreements and
are repayable in timeframes outlined in the underlying agreements. We intend for these advances to be repaid in full from the future distributions on existing and future
awards granted or the proceeds of the sales of the employees’ shares. The allocations of net income to the awards are treated as compensation expense and the proceeds
from distributions are used to repay the loan. The forgivable portion of any loans is recognized as compensation expense in our accompanying consolidated statements
of operations over the life of the loan. We review the loan balances each reporting period for collectability. If we determine that the collectability of a portion of the loan
balances is not expected, we recognize a reserve against the loan balances. Actual collectability of loan balances may differ from our estimates. As of December 31,
2023 and December 31, 2022, the aggregate balance of employee loans, net of reserve, was $651.2 million and $500.8 million, respectively, and is included as “Loans,
forgivable loans and other receivables from employees and partners, net” in our accompanying consolidated balance sheets. Compensation expense for the above-
mentioned employee loans for the years ended December 31, 2023, 2022 and 2021, was $92.9 million, $84.1 million and $79.4 million, respectively. The compensation
expense related to these loans was included as part of “Compensation and employee benefits” in our accompanying consolidated statements of operations.
Goodwill
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. As prescribed in U.S. GAAP
guidance, Intangibles – Goodwill and Other Intangible Assets, goodwill is not amortized, but instead is periodically tested for impairment. We review goodwill for
impairment on an annual basis during the fourth quarter of each fiscal year or whenever an event occurs, or circumstances change that could reduce the fair value of a
reporting unit below its carrying amount.
When reviewing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, including goodwill. If the results of the qualitative assessment indicate that it is more likely than not that the fair value of a
reporting unit is less than its carrying amount, or if we choose to bypass the qualitative assessment, we perform a quantitative goodwill impairment analysis as follows.
The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a
reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss should be recognized in
an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. If the estimated fair value of a reporting unit exceeds its carrying
value, goodwill is deemed not to be impaired. To estimate the fair value of the reporting unit, we use a discounted cash flow model and data regarding market
comparables. The valuation process requires significant judgment and involves the use of significant estimates and assumptions. These assumptions include cash flow
projections, estimated cost of capital and the selection of peer companies and relevant multiples. Because significant assumptions and estimates are used in projecting
future cash flows, choosing peer companies and selecting relevant multiples, actual results may differ from our estimates under different assumptions or conditions.
Credit Losses
The CECL methodology, which became effective on January 1, 2020, requires us to estimate lifetime expected credit losses by incorporating historical loss
experience, as well as current and future economic conditions over a reasonable and supportable period beyond the balance sheet date. The adoption of CECL resulted
in the recognition of reserves relating to our loss sharing guarantee provided to Fannie Mae under the Fannie Mae DUS program and to Freddie Mac under the Freddie
Mac
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TAH program which was previously accounted for under the incurred loss model. The incurred loss model generally required that a loss be incurred before it was
recognized. Additional reserves were recognized for our receivables from customers including certain employee receivables carried at amortized cost.
The expected credit loss is modeled based on our historical loss experience adjusted to reflect current 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, all of which are ultimately used in measuring the quantitative components of our reserves. Beyond the
reasonable and supportable period, we estimate expected credit losses using our historical loss rates. We also consider whether to adjust the quantitative reserves for
certain external and internal qualitative factors, which consequentially may increase or decrease the reserves for credit losses and receivables. 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 year ended December 31, 2023, there was a decrease of $0.6 million in our reserves. These reserves were based on macroeconomic forecasts which
are critical inputs into our model and material movements in variables such as the U.S. unemployment rate and U.S. GDP growth rate which could significantly affect
our estimated expected credit losses. These macroeconomic forecasts, under different conditions or using different assumptions or estimates, could result in
significantly different changes in reserves for credit losses. It is difficult to estimate how potential changes in specific factors might affect the overall reserves for credit
losses and current results may not reflect the potential future impact of macroeconomic forecast changes.
Income Taxes
Newmark accounts for income taxes using the asset and liability method as prescribed in U.S. GAAP guidance, Income Taxes. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to basis differences between our accompanying consolidated financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. Certain of Newmark’s entities are taxed as U.S. partnerships and are subject to 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, rather than the partnership entity. As such, the
partners’ tax liability or benefit is not reflected in our accompanying consolidated financial statements. The tax-related assets, liabilities, provisions or benefits included
in our accompanying consolidated financial statements also reflect the results of the entities that are taxed as corporations, either in the U.S. or in foreign jurisdictions.
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. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities,
including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining
whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from Newmark’s estimates under different
assumptions or conditions. Newmark recognizes interest and penalties related to uncertain tax positions in “Provision for income taxes” in our accompanying
consolidated statements of operations.
A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that those assets will not be realized. In assessing the need for
a valuation allowance, Newmark considers all available evidence, including past operating results, the existence of cumulative losses in the most recent fiscal years,
estimates of future taxable income and the feasibility of tax planning strategies.
The measurement of current and deferred income tax assets and liabilities is based on provisions of enacted tax laws and involves uncertainties in the
application of tax regulations in the U.S. and other tax jurisdictions. Because Newmark’s interpretation of complex tax law may impact the measurement of current and
deferred income taxes, actual results may differ from these estimates under different assumptions regarding the application of tax law.
Derivative Financial Instruments
We have loan commitments to extend credit to third parties. The commitments to extend credit are for mortgage loans at a specific rate (rate lock
commitments). These commitments generally have fixed expiration dates or other termination clauses and may require a fee. We are committed to extend credit to the
counterparty as long as there is no violation of any condition established in the commitment contracts. Whenever we commit to extend credit, we simultaneously enter
into a Forward Sales Contract.
Both the commitment to extend credit and the forward sale commitment qualify as derivative financial instruments. We recognize all derivatives on our
accompanying consolidated balance sheets as assets or liabilities measured at fair value. The change in the derivatives fair value is recognized in current period
earnings.
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Newmark entered into variable postpaid forward contracts as a result of the Nasdaq Forwards. These contracts qualified as derivative financial instruments.
The Nasdaq Forwards provided Newmark with the ability to redeem the EPUs for Nasdaq shares, and as these instruments were not legally detachable, they represented
single financial instruments. The financial instruments’ EPU redemption feature for Nasdaq shares was not clearly and closely related to the economic characteristics
and risks of Newmark’s EPU equity host instruments, and, therefore, it represented an embedded derivative that is required to be bifurcated and recorded at fair value
on our accompanying consolidated balance sheets, with all changes in fair value recorded as a component of “Other income (loss), net” on our accompanying
consolidated statements of operations. See Note 10 — “Derivatives,” to our accompanying consolidated financial statements in Part II, Item 8 of this Annual Report on
Form 10-K for additional information.
Recent Accounting Pronouncements
See Note 1 — “Organization and Basis of Presentation,” to our accompanying consolidated financial statements in Part II, Item 8 of this Annual Report on
Form 10-K, for information regarding recent accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Credit Risk
Our multifamily origination business under the Fannie Mae DUS program originates and services multifamily loans for Fannie Mae without having to obtain
Fannie Mae’s prior approval for certain loans, as long as the loans meet the underwriting guidelines set forth by Fannie Mae. In return for the delegated authority to
make loans and the commitment to purchase loans by Fannie Mae, we must maintain minimum collateral and generally are required to share risk of loss on loans sold
through Fannie Mae. With respect to most loans, we are generally required to absorb approximately one-third of any losses on the unpaid principal balance of a loan at
the time of loss settlement. Some of the loans that we originate under the Fannie Mae DUS program are subject to reduced levels or no risk-sharing. However, we
generally receive lower servicing fees with respect to such loans. Although our Berkeley Point business’s average annual losses from such risk-sharing programs have
been a minimal percentage of the aggregate principal amount of such loans, if loan defaults increase, actual risk-sharing obligation payments under the Fannie Mae
DUS program could increase, and such defaults could have a material adverse effect on our business, financial condition, results of operations and prospects. In
addition, a material failure to pay its share of losses under the Fannie Mae DUS program could result in the revocation of Berkeley Point’s license from Fannie Mae and
the exercise of various remedies available to Fannie Mae under the Fannie Mae DUS program.
Interest Rate Risk
Newmark had $420.0 million of the Delayed Draw Term Loan outstanding as of December 31, 2023. This debt obligation was based on Term SOFR and was
subject to fluctuations in interest rates. Newmark had $130.0 million outstanding under its Cantor Credit Agreement as of December 31, 2023. The interest rates on the
Cantor Credit Agreement and the Credit Facility are based upon SOFR.
On January 12, 2024, Newmark closed its offering of $600.0 million aggregate principal amount of 7.500% Senior Notes. These debt obligations are not
currently subject to fluctuations in interest rates, although in the event of refinancing or issuance of new debt, such debt could be subject to changes in interest rates.
The Company used the net proceeds to repay all of the $420.0 million outstanding under its Delayed Draw Term Loan Credit Agreement. Additional net proceeds were
used to repay all $130.0 million of outstanding revolving debt under the Cantor Credit Agreement.
Berkeley Point is an intermediary that originates loans which are generally pre-sold prior to loan closing. Therefore, for loans held for sale to the GSEs and
HUD, we are not currently exposed to unhedged interest rate risk. Prior to closing on loans with borrowers, we enter into agreements to sell the loans to investors, and
originated loans are typically sold within 45 days of funding. The coupon rate for each loan is set concurrently with the establishment of the interest rate with the
investor.
Some of our assets and liabilities are subject to changes in interest rates. Earnings from escrows are generally based on SOFR. 30-day SOFR as of December
31, 2023 was 534 basis points and 406 basis points at December 31, 2022. A 100-basis point increase in the 30-day SOFR would increase our annual earnings by $11.2
million based on our escrow balances as of December 31, 2023 and by $10.4 million based on our escrow balances as of December 31, 2022. A 100-basis point
decrease in the 30-day SOFR would decrease our annual earnings by $11.2 million based on our escrow balances as of December 31, 2023 and by $10.4 million based
on the escrow balances as of December 31, 2022.
We use warehouse facilities and repurchase agreements to fund loans we originate under our various lending programs. The borrowing costs of our warehouse
facilities and the repurchase agreement is based on SOFR. A 100-basis point increase in 30-day SOFR would decrease our annual earnings by $5.0 million based on our
outstanding balances as of December 31, 2023 and by $1.4 million based on our outstanding balances as of December 31, 2022. A 100 basis-point
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decrease in 30-day SOFR would increase our annual earnings by approximately $5.0 million based on our outstanding warehouse balance as of December 31, 2023 and
by approximately $1.4 million based on our outstanding warehouse balance as of December 31, 2022. During 2024, the borrowing costs we incurred on our warehouse
facilities exceeded the amount of interest income we earned from loans held for sale due to the inverted yield curve throughout the year. Our borrowing costs are based
on a short term SOFR rate, while the interest rate we earn on loans held for sale are based on US Treasury rates plus a credit spread.
Foreign Currency Risk
We are exposed to risks associated with changes in foreign exchange rates. Changes in foreign exchange rates create volatility in the U.S. dollar equivalent of
our revenues and expenses. While our international results of operations, as measured in U.S. dollars, are subject to foreign exchange fluctuations, we do not consider
the related risk to be material to our results of operations. While our exposure to foreign exchange risk is not currently material to us, we expect to grow our
international revenues in the future, and any future potential exposure to foreign exchange fluctuations may present a material risk to our business.
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CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
Audited Financial Statements of Newmark Group, Inc.:
ITEM 8. FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
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To the Shareholders and the Board of Directors of Newmark Group, Inc.
Opinion on the Financial Statements
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Newmark Group, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements
of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2023, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity
with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over
financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) and our report dated February 29, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be
communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
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Mortgage Servicing Rights, net
Description of the Matter
At December 31, 2023, the Company’s Mortgage Servicing Rights, net (“MSRs”) were $531 million. As discussed in Note 3 and Note 13 to the
consolidated financial statements, the Company initially recognizes and measures the rights to service mortgage loans at fair value and
subsequently measures them using the amortization method. MSRs are assessed for impairment, at least on an annual basis, based upon the fair
value of those rights as compared to the amortized cost. Fair values are estimated using a valuation model that calculates the present value of the
future net servicing cash flows.
Auditing management’s valuation of MSRs was complex and required significant judgment due to the estimation used by the Company in
determining the fair value of the MSRs. In particular, the fair value estimates were sensitive to significant assumptions such as prepayment rates,
cost of servicing, escrow earnings rates, and discount rates, which are affected by expectations about future market or economic conditions derived,
in part, from historical data.
How We Addressed the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to the Company’s MSRs valuation
process, including management’s assessment of the significant assumptions included in the fair value estimates.
To test the estimated fair value of the Company’s MSRs, our audit procedures included, among others, testing the significant assumptions used by
the Company to develop the fair value estimates. For example, we compared the significant assumptions to the Company’s historical results and
current industry, market and economic trends. We evaluated the Company’s use of the valuation model that calculates the present value of the
future net servicing cash flows as well as the completeness and accuracy of selected inputs to the model. We utilized an internal valuation specialist
to test management’s valuation model, significant assumptions and to identify potential sources of contrary information for selected assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2016.
New York, New York
February 29, 2024
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To the Shareholders and the Board of Directors of Newmark Group, Inc.
Opinion on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
We have audited Newmark Group, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Newmark Group, Inc. (the Company) maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control
over financial reporting did not include the internal controls of Gerald Eve LLP, which is included in the 2023 consolidated financial statements of the Company and constituted 4.34%
and 7.87% of total and net assets, respectively, as of December 31, 2023 and 3.71% of revenues for the year then ended. Our audit of internal control over financial reporting of the
Company also did not include an evaluation of the internal control over financial reporting of Gerald Eve LLP.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as
of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended
December 31, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 29, 2024
104
NEWMARK GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
December 31, 2023
December 31, 2022
Assets:
Current assets:
Cash and cash equivalents
Restricted cash
Loans held for sale, at fair value
Receivables, net
Other current assets (see Note 17)
Total current assets
Goodwill
Mortgage servicing rights, net
Loans, forgivable loans and other receivables from employees and partners, net
Right-of-use assets
Fixed assets, net
Other intangible assets, net
Other assets (see Note 17)
Total assets
Liabilities, Redeemable Partnership Interests, and Equity:
Current liabilities:
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises
Accrued compensation
Accounts payable, accrued expenses and other liabilities (see Note 26)
Short-term debt
Payables to related parties
Total current liabilities
Long-term debt
Right-of-use liabilities
Other long-term liabilities (see Note 26)
Total liabilities
Commitments and contingencies (see Note 28)
Redeemable partnership interests
Equity:
Class A common stock, par value of $0.01 per share: 1,000,000,000 shares authorized; 209,511,896 and 201,181,777 shares issued at December 31,
2023 and December 31, 2022, respectively, and
152,639,359 and 150,384,605 shares outstanding at December 31, 2023 and December 31, 2022, respectively
Class B common stock, par value of $0.01 per share: 500,000,000 shares authorized; 21,285,533 shares issued and outstanding at December 31, 2023
and December 31, 2022, convertible into Class A common stock
Additional paid-in capital
Retained earnings
Treasury stock at cost: 56,591,397 and 50,797,172 shares of Class A common stock at December 31, 2023 and December 31, 2022, respectively
Accumulated other comprehensive loss
Total stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities, redeemable partnership interests, and equity
$
$
$
$
$
164,894
93,812
528,944
622,508
95,946
1,506,104
776,547
531,203
651,197
596,362
178,035
83,626
148,501
4,471,575
$
498,631
400,765
583,564
—
6,644
1,489,604
547,260
598,044
241,741
2,876,649
16,244
2,095
212
657,736
1,166,675
(569,235)
(4,555)
1,252,928
325,754
1,578,682
4,471,575
$
$
233,016
79,936
138,345
523,742
100,976
1,076,015
705,894
568,552
500,833
638,592
155,639
80,968
214,266
3,940,759
137,406
369,540
511,584
547,784
9,745
1,576,059
—
627,088
196,197
2,399,344
16,550
2,011
212
584,709
1,145,006
(538,612)
(11,989)
1,181,337
343,528
1,524,865
3,940,759
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
105
NEWMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Revenues:
Management services, servicing fees and other
Leasing and other commissions
Investment sales
Commercial mortgage origination, net
Total revenues
Expenses:
Compensation and employee benefits
Equity-based compensation and allocations of net income to limited partnership units and FPUs
Total compensation and employee benefits
Operating, administrative and other
Fees to related parties
Depreciation and amortization
Total operating expenses
Other income (loss), net
Income from operations
Interest expense, net
Income before income taxes and noncontrolling interests
Provision for income taxes
Consolidated net income
Less: Net income attributable to noncontrolling interests
Net income available to common stockholders
Per share data:
Basic earnings per share
Net income available to common stockholders
Basic earnings per share
(1)
Basic weighted-average shares of common stock outstanding
Fully diluted earnings per share
Net income for fully diluted shares
Fully diluted earnings per share
Fully diluted weighted-average shares of common stock outstanding
Year Ended December 31,
2023
2022
2021
$
970,877
839,595
381,276
278,620
2,470,368
1,489,138
139,747
1,628,885
536,697
27,204
166,221
2,359,007
13,854
125,215
(21,737)
103,478
41,103
62,375
19,800
$
909,485
831,874
606,416
357,752
2,705,527
1,554,784
138,312
1,693,096
534,843
28,502
165,816
2,422,257
(97,701)
185,569
(30,970)
154,599
42,054
112,545
29,270
42,575
$
83,275
$
$
$
$
$
42,575
0.25
173,475
42,575
0.24
176,382
$
$
$
$
83,275
0.46
180,337
110,403
0.45
245,177
915,715
826,942
757,744
406,042
2,906,443
1,828,887
356,345
2,185,232
553,623
23,789
121,729
2,884,373
1,232,495
1,254,565
(33,473)
1,221,092
242,958
978,134
227,406
750,728
744,528
3.91
190,179
744,528
3.80
195,813
$
$
$
$
$
$
(1)
Includes a reduction for dividends on EPUs in the amount of $6.2 million for the year ended December 31, 2021(see Note 1 — “Organization and Basis of Presentation”).
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
106
NEWMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Consolidated net income
Foreign currency translation adjustments
Comprehensive income, net of tax
Less: Comprehensive income attributable to noncontrolling interests, net of tax
Comprehensive income available to common stockholders
Year Ended December 31,
2023
2022
2021
$
62,375
9,112
71,487
21,478
$
112,545
(11,033)
101,512
27,495
50,009
$
74,017
$
978,134
(832)
977,302
227,406
749,896
$
$
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
107
NEWMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share and per share amounts)
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Contingent
Class A
Common
Stock
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
$
1,676
$
212
$
351,450
$
1,572
$
(40,531)
$
342,764
$
(2,094)
$
266,098
$
921,147
January 1, 2021
Consolidated net income
Foreign currency translation adjustments
Cantor purchase of Cantor Units from Newmark Holdings upon redemption exchange of FPU’s,
1,831,824 units
Dividends to common stockholders
Non-Controlling interest in Deskeo
Issuance of Class A common stock for acquisition
Dividend on EPUs
Earnings distributions to limited partnership interests and other noncontrolling interests
Grant of exchangeability, redemption and issuance of Class A common stock, 27,333,907 shares
Contributions of capital to and from Cantor for equity-based compensation
Repurchase of 20,237,730 shares of Class A Common Stock
Restricted stock units compensation
Redemption of EPU’s
December 31, 2021
Consolidated net income
Foreign currency translation adjustments
Cantor purchase of Cantor Units from Newmark Holdings upon redemption/exchange of FPU’s,
415,432 units
Dividends to common stockholders
Earnings distributions to limited partnership interests and other noncontrolling interests
Grant of exchangeability, redemption and issuance of Class A common stock, 7,030,716 shares
Contributions of capital to and from Cantor for equity-based compensation
Repurchase of 24,918,482 shares of Class A Common Stock
Restricted stock units compensation
December 31, 2022
Consolidated net income
Foreign currency translation adjustments
Cantor purchase of Cantor Units from Newmark Holdings upon redemption/exchange of FPU’s,
422,646 units
Dividends to common stockholders
Purchase of non-controlling interest
Earnings distributions to limited partnership interests and other noncontrolling interests
Grant of exchangeability, redemption and issuance of Class A common stock, 8,040,128 shares
Contributions of capital to and from Cantor for equity-based compensation
Repurchase of 5,785,370 shares of Class A Common Stock
Restricted stock units compensation
Balance, December 31, 2023
—
—
—
—
—
—
—
—
264
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,577
—
—
104,121
19,348
—
9,951
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(249,643)
—
750,728
—
—
(7,631)
—
—
(6,200)
—
—
—
—
—
—
1,940
$
$
—
212
$
—
487,447
$
—
1,572
—
$ (290,174)
—
$ 1,079,661
$
—
(637)
—
—
—
—
—
—
—
—
—
—
—
(2,731)
—
(9,258)
—
—
—
—
—
—
—
227,406
(195)
6,898
—
13,464
423
6,200
1,805
61,259
8,664
(40,541)
2,181
(167,396)
386,266
$
$
29,270
(1,775)
1,582
—
(51,006)
22,520
471
(46,364)
2,564
978,134
(832)
6,898
(7,631)
13,464
3,000
—
1,805
165,644
28,012
(290,184)
12,132
(167,396)
1,664,193
112,545
(11,033)
1,582
(17,930)
(51,006)
103,180
2,568
(294,802)
15,568
—
—
—
—
—
—
—
(248,438)
—
83,275
—
—
(17,930)
—
—
—
—
—
$ (538,612)
$ 1,145,006
$
(11,989)
$
343,528
$
1,524,865
—
—
—
—
—
—
—
—
(30,623)
—
42,575
—
—
(20,906)
—
—
—
—
—
—
—
7,434
—
—
—
—
—
—
—
—
19,800
1,678
1,760
—
(18,484)
(42,107)
23,175
(600)
(6,806)
3,810
62,375
9,112
1,760
(20,906)
(21,946)
(42,107)
84,610
(2,782)
(37,429)
21,130
$ (569,235)
$ 1,166,675
$
(4,555)
$
325,754
$
1,578,682
—
—
—
—
—
71
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
82,161
2,097
—
13,004
$
2,011
$
212
$
584,709
$
—
—
—
—
—
—
84
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,462)
—
61,351
(2,182)
—
17,320
$
2,095
$
212
$
657,736
$
—
—
—
—
(1,572)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
108
NEWMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - (Continued)
Dividends declared per share of common stock
Dividends declared and paid per share of common stock
Year Ended December 31,
2023
2022
2021
$
$
0.12
0.12
$
$
0.12
0.10
$
$
0.04
0.04
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
109
NEWMARK GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gains on originated mortgage servicing rights
Depreciation and amortization
Lease impairment
Nasdaq Earn-out recognition
Provision for credit losses on the financial guarantee liability
Provision for doubtful accounts
Equity-based compensation and allocation of net income to limited partnership units and FPUs
Employee loan amortization
Deferred tax (benefit) provision
Non-cash changes in acquisition related earn-outs
Unrealized (gains) losses on loans held for sale
Unrealized (gains) on investments
Income from an equity method investment
Realized losses on marketable securities
Unrealized losses on marketable securities
Unrealized losses (gains) on non-marketable investments
Change in valuation of derivative asset
Loan originations—loans held for sale
Loan sales—loans held for sale
Other
Consolidated net income (loss), adjusted for non-cash and non-operating items
Changes in operating assets and liabilities:
Receivables, net
Loans, forgivable loans and other receivables from employees and partners
Right-of-use asset
Receivable from related parties
Other assets
Accrued compensation
Right-of-use liability
Accounts payable, accrued expenses and other liabilities
Payables to related parties
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired and proceeds from divestitures
Proceeds from the sale of marketable securities
Proceeds from the exercise of redemption option
Purchase of marketable securities
Purchase of non-marketable investments
Purchases of fixed assets
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warehouse facilities
Principal payments on warehouse facilities
Proceeds from the sale of limited partnership interests
Borrowing of debt
Repayment of debt
Repurchase agreements and securities loaned
Redemption and repurchase of limited partnership interests
Treasury stock repurchases
Earnings and tax distributions to limited partnership interests and other noncontrolling interests
Dividends to stockholders
Payments on acquisition earn-outs
Deferred financing costs
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents and restricted cash
Year Ended December 31,
2023
2022
2021
$
62,375
$
112,545
$
978,134
(75,704)
166,221
7,563
—
2,634
(2,201)
139,747
92,935
(5,195)
5,170
(26,662)
—
(14,221)
—
689
3,786
—
(6,913,075)
6,549,138
1,735
(5,065)
(69,309)
(243,258)
54,141
—
(9,036)
(22,262)
(39,746)
71,675
(3,101)
(265,961)
(99,885)
—
105,501
—
—
(55,361)
(49,745)
6,913,075
(6,551,850)
—
930,000
(930,000)
—
—
(37,428)
(35,375)
(20,905)
(983)
(5,074)
261,460
(54,246)
(130,301)
165,816
14,363
—
1,740
6,645
138,312
84,116
(24,499)
(1,325)
(712)
—
(2,842)
7,470
80,657
12,888
—
(7,823,204)
8,758,049
2,172
1,401,890
42,444
(131,604)
(42,005)
8,262
8,714
(102,333)
51,602
(35,333)
(5,294)
1,196,343
(64,247)
437,820
—
(32)
(2,723)
(62,189)
308,629
7,823,204
(8,736,491)
—
—
—
(140,007)
—
(294,802)
(80,984)
(17,933)
(6,453)
(5,054)
(1,458,520)
46,452
(147,789)
121,729
—
(1,108,012)
(3,592)
6,338
356,345
79,418
118,649
415
(21,259)
(27,825)
—
(24,468)
(77,266)
(1,590)
12,475
(9,142,148)
9,177,733
3,610
300,897
(191,271)
(78,493)
41,508
(8,262)
8,858
(83,237)
(34,676)
(4,399)
366
(48,709)
(69,755)
551,064
—
—
(8,500)
(19,721)
453,088
9,142,148
(9,152,656)
6,898
55,000
(195,000)
106,729
(2,000)
(290,538)
(14,907)
(7,631)
(42,842)
(1,479)
(396,278)
8,101
110
Cash and cash equivalents and restricted cash at beginning of period
Cash and cash equivalents and restricted cash at end of period
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest
Taxes
Supplemental disclosure of non-cash operating, investing and financing activities:
Right-of-use assets and liabilities
$
$
$
$
312,952
258,706
$
266,500
312,952
$
258,399
266,500
Year Ended December 31,
2023
2022
2021
45,434
57,181
80,088
$
$
$
37,814
99,551
138,799
$
$
$
36,271
99,381
497,865
The accompanying Notes to the Consolidated Financial Statements are an integral part of these financial statements.
111
NEWMARK GROUP, INC.
Notes to the Consolidated Financial Statements
(1) Organization and Basis of Presentation
Newmark Group, Inc., 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. is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark
Holdings jointly own Newmark Partners, L.P., the operating partnership. Newmark is a leading real estate advisor and service provider to large institutional investors,
global corporations, and other owners and occupiers. Newmark offers a diverse array of integrated services and products designed to meet the full needs of its clients.
Newmark’s investor/owner services and products include capital markets, which consists of investment sales and commercial mortgage brokerage (including the
placement of debt, equity raising, structured finance, and loan sales on behalf of third parties), landlord (or agency) leasing, services related to the GSEs and FHA,
including multifamily lending and loan servicing, third party loan servicing and asset management, valuation and advisory, property management, business rates for
U.K. property owners, due diligence consulting and other advisory services, and flexible workspace solutions for owners. Newmark’s corporate or occupier services and
products include tenant representation leasing, GCS, which includes real estate, workplace and occupancy strategy, corporate consulting services, project management,
lease administration and facilities management, business rates for U.K. occupiers, and flexible workspace solutions for occupiers. 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 sold certain assets of its on-the-run, electronic benchmark U.S. Treasury platform, eSpeed, to 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 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 remaining rights under the Nasdaq Earn-out were
transferred to Newmark on September 28, 2017. From September of 2017 through June of 2021, Newmark received 10.2 million Nasdaq shares. From January of 2018
to March of 2022, Newmark sold 7.6 million Nasdaq shares and delivered 2.6 million Nasdaq shares to RBC, and recognized $1,474.2 million of realized gains and
dividend income. Subsequent to these transactions, Newmark does not hold any Nasdaq shares.
On June 18, 2018 and September 26, 2018, Newmark OpCo issued approximately $175.0 million and $150.0 million of EPUs, respectively, in private
transactions to RBC in 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 was subject to the SPV’s option to settle the postpaid forward contracts as described below. As the EPUs represented equity ownership of a consolidated
subsidiary of Newmark, they were included in “Noncontrolling interests” on the accompanying consolidated balance sheets and 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 consolidated statements of changes in equity and were reductions to “Net income (loss) available to common stockholders” for the
purpose of calculating EPS.
Contemporaneously with the issuance of the EPUs, an SPV that is a consolidated subsidiary of Newmark entered into variable postpaid forward contracts with
RBC. The SPV was an indirect subsidiary of Newmark whose sole assets were the Nasdaq shares 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 shares to be received, or Newmark Class A common
stock, in exchange for either cash or redemption of the EPUs, notice of which was to be provided to RBC prior to November 1 of each year from 2019 through 2022.
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 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 with 898,685 Nasdaq shares, with a fair value of $93.5 million,
and Newmark retained 93,562 Nasdaq shares.
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 shares. The fair value of the Nasdaq shares
that Newmark received was $121.9 million. On November 30, 2020, Newmark settled the second Nasdaq Forward with 741,505 Nasdaq shares, with a fair value of
$93.5 million, and Newmark retained 250,742 Nasdaq shares.
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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.
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.
2021 Equity Event and Share Count Reduction
In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021, the Compensation Committee approved a plan to expedite the tax deductible
exchange and redemption of a substantial number of limited partnership units held by partners of the Company. 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 Nasdaq Earn-out. 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 were as follows:
•
•
•
•
•
8.3 million and 8.0 million compensatory limited partnership units, respectively, of Newmark Holdings and BGC Holdings held by the Company’s
partners who were 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 were independent contractors were redeemed or exchanged. The Company also accelerated the payment of related withholding taxes to them
with respect to their Newmark Holdings units. Independent contractors received one share of BGC Class A common stock for each redeemed non-
preferred BGC Holdings 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 shares of BGC Class A common stock 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 30, 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 24 — “Related Party Transactions” for the transactions with the Company’s executive officers in connection with the 2021 Equity Event.
Master Repurchase Agreement
On August 2, 2021, Newmark OpCo entered into a Master Repurchase Agreement with CF Secured, pursuant to which Newmark could seek, from time-to-
time, to execute short-term secured financing transactions. The Company, under this agreement, could seek to sell securities, in this case common shares of Nasdaq,
owned by the Company, to CF Secured, 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 this 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. Amounts of $140.0 million repaid to CF Secured and the $106.7 million loaned from CF Secured are included in “Repurchase
agreements and securities loaned” on the accompanying consolidated statements of cash flows for the years ended December 31, 2022 and 2021, respectively. There
were no repurchase agreements and securities loaned in the consolidated statements of cash flows for the year ended December 31, 2023.
(a) Basis of Presentation
The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in conformity with 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:
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•
•
•
•
•
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 preferred units to pay withholding taxes
owed by the unit holder upon such exchange;
Preferred units 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 FPUs, including the Preferred Distribution (as hereinafter defined).
Intercompany balances and transactions within Newmark have been eliminated. Transactions between Cantor and Newmark pursuant to service agreements
with Cantor (see Note 24 — “Related Party Transactions”), representing valid receivables and liabilities of Newmark which are periodically cash settled, have been
included on the accompanying 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 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 24 — “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 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 consolidated statements of cash flows.
The income tax provision on the accompanying consolidated statements of operations and 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. Opco 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 consolidated financial statements contain all adjustments (consisting only of normal and recurring adjustments) that, in the opinion of
management, are necessary for a fair presentation of the accompanying 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 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
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applied using a modified retrospective method of transition. The adoption of this guidance did not have a material impact on the accompanying 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 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 became effective for Newmark’s financial statements issued for annual reporting periods beginning on January 1,
2022. The adoption of this guidance did not have an impact on the accompanying consolidated financial statements.
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. Newmark adopted the standard on the required effective date beginning January 1, 2023 using a prospective transition method for
business combinations occurring on or after the effective date. The adoption of this guidance did not have a material impact on the accompanying 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 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.
Newmark adopted the new standard on the required effective date beginning January 1, 2023. The guidance for recognition and measurement of TDRs was applied
using a prospective transition method, and the amendments related to disclosures were applied prospectively. The adoption of this guidance did not have a material
impact on the accompanying consolidated financial statements.
(c) New Accounting Pronouncements
In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU No. 2020-04,
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting provided optional guidance to ease the potential
burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU was effective upon issuance and generally could be
applied through December 31, 2022. Because the current relief in ASC 848, Reference Rate Reform may not cover a period of time during which a significant number
of modifications may take place, the amendments in ASU No. 2022-06 defer the sunset date from
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December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848. Management is currently evaluating the
impact of the new standard on the accompanying consolidated financial statements.
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and
Simplification Initiative. The standard is expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more
easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in
the Codification with the SEC’s regulations. The effective date for the guidance will be the date on which the SEC’s removal of the related disclosure from Regulation
S-X or Regulation S-K becomes effective. If by June 30, 2027 the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K, the
pending content of the related amendment will be removed from the Codification and will not become effective for any entity. Management is currently evaluating the
impact of the new standard on the accompanying consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance was
issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level. The ASU does not
change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. The standard
will require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all
disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment will be required to
provide the new disclosures and all the disclosures currently required under ASC 280. The new guidance will become effective for Newmark’s financial statements
issued for annual reporting periods beginning on January 1, 2024 and for the interim periods beginning on January 1, 2025, will require retrospective presentation, and
early adoption is permitted. Management is currently evaluating the impact of the new standard on the accompanying consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the
transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid
disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The new guidance will become
effective for Newmark’s financial statements issued for annual reporting periods beginning on January 1, 2025, will require prospective presentation with an option for
entities to apply it retrospectively for each period presented, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the
accompanying consolidated financial statements.
(2) 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 24 —
“Related Party Transactions”). These collectively represented all of the limited partnership interests in BGC Holdings and Newmark Holdings at the time.
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, which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2, divided by 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
December 31, 2023, the Exchange Ratio equaled 0.9231.
On November 15, 2022, BGC Group, BGC Partners, and BGC Holdings, and other affiliated entities, entered into a corporate conversion agreement, which
was amended as of March 29, 2023, in order to reorganize and simplify the
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organizational structure of the BGC entities by converting BGC Partners from an “Up-C” to a “Full C-Corporation” through the Corporate Conversion. On July 1, 2023,
the Corporate Conversion was completed. As a result of the Corporate Conversion, BGC Group became the public holding company for, and successor to, BGC
Partners, and its Class A common stock began trading on Nasdaq, in place of BGC Partners’ Class A common stock, under the ticker symbol “BGC.” Upon completion
of the Corporate Conversion, the former stockholders of BGC Partners, Inc. and the former limited partners of BGC Holdings, L.P. now participate in the economics of
the BGC businesses through BGC Group, Inc. There are no longer any BGC Holdings units outstanding.
As a result of a series of transactions prior to and in anticipation of the Corporate Conversion, all BGC Holdings units held by Newmark employees were
redeemed or exchanged, in each case, for shares of BGC Class A common stock.
Redeemable Partnership Interests
Founding/Working Partners have limited partnership interests in Newmark Holdings. Newmark accounts for FPUs outside of permanent capital as
“Redeemable partnership interests” on the accompanying 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. On June 30, 2023, in
connection with the Corporate Conversion, all FPUs of BGC Holdings were redeemed or exchanged. The Corporate Conversion had no impact on FPUs held by
partners of Newmark Holdings.
FPUs 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 consolidated statements of operations to the extent they relate to FPUs held by
Newmark employees. There is no compensation expense related to FPUs held by BGC employees.
Limited Partnership Units
Certain employees of Newmark hold limited partnership interests in Newmark Holdings (e.g., REUs, RPUs, PSUs, PSIs, HDUs, and LPUs, collectively the
limited partnership units). Prior to the Corporate Conversion, any active employees of Newmark who held limited partnership interests in BGC Holdings had those
units redeemed or exchanged for cash or restricted or unrestricted shares of BGC Class A common stock.
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. In connection with the Corporate
Conversion, LPUs in BGC Holdings held by Newmark employees were exchanged for BGC Class A common stock, and upon completion of the Corporate Conversion,
there were no LPUs of BGC Holdings remaining. The Corporate Conversion had no impact on LPUs in Newmark Holdings held by BGC employees.
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
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 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 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 employees entitle the holders to receive post-termination payments equal to the notional amount of
the units in four equal yearly installments after the holder’s termination. These limited partnership units are accounted for as post-termination liability awards and are
included on the accompanying consolidated balance sheets as part of “Accrued compensation,” and in accordance with U.S. GAAP guidance, Newmark records
compensation expense for the awards based on the change in value at each reporting date on the accompanying consolidated statements of operations as part of “Equity-
based compensation and allocations of net income to limited partnership units and FPUs.”
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Certain Newmark employees hold 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. 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 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 “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 are reflected as a component of “Noncontrolling interests” on the accompanying
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 consolidated statements of operations.
Exchangeable Preferred Partnership Units
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 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 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 consolidated statements of changes in equity and are reductions to “Net income available to common stockholders” for the
purpose of calculating EPS. See Note 1 — “Organization and Basis of Presentation” for additional information. As of December 31, 2023 and December 31, 2022, there
were no EPUs outstanding.
General
Certain of the limited partnership interests, described above, have been granted exchangeability into BGC Class A common stock, prior to the Corporate
Conversion, or shares of Newmark Class A common stock, and additional limited partnership interests may become exchangeable for 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 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 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 December 31, 2023 are exchangeable for 24.9 million shares of Newmark
Class B common stock, which are convertible into Class A common stock. 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 December 31, 2023, the Exchange Ratio equaled 0.9231.
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 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.
(3) Summary of Significant Accounting Policies
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Use of Estimates:
The preparation of Newmark’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of the assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities on the accompanying consolidated
financial statements. Management believes that the estimates utilized in preparing these consolidated financial statements are reasonable. Estimates, by their nature, are
based on judgment and available information. Actual results could differ materially from the estimates included on the accompanying consolidated financial statements.
Equity Investments and Marketable Securities:
In accordance with the guidance on recognition and measurement of equity investments, Newmark carries its marketable equity securities at fair value and
recognizes any changes in fair value in consolidated net income (loss). Further, Newmark has elected to use a measurement alternative for its equity investments
without a readily determinable fair value, pursuant to which these investments are initially recognized at cost and remeasured through earnings when there is an
observable transaction involving the same or similar investment of the same issuer, or due to an impairment. Newmark’s investments, in which it has significant
influence but not a controlling financial interest and of which it is not the primary beneficiary, are accounted for under the equity method (see Note 7 — “Investments”
for additional information).
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).
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
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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.
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:
Revenue is generated from loan origination fees, sales premiums, mortgage brokerage, debt and equity placement, and the estimated fair value of the expected
net servicing cash flows. Fair value of expected net future cash flows from servicing and loan originations and related fees and sales premiums, net, is 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.
Fees to Related Parties:
Newmark is allocated costs from Cantor for back-office services provided by Cantor and their affiliates, including occupancy of office space, utilization of
fixed assets, accounting, operations, human resources and legal services and information technology. Fees are expensed as they are incurred.
Other Income, net:
Other income, net comprises of gains or losses recorded in connection with changes in fair value of contingent consideration (See Note 23 — “Fair Value of
Financial Assets and Liabilities”) in connection with entities acquired, gains and losses associated with the Nasdaq Monetization Transactions and the movement of
mark-to-market and/or hedge on marketable securities that are classified as trading securities, Newmark’s pro rata share for equity method investments and unrealized
gains or losses relating to investments carried under the measurement alternative (See Note 7 — “Investments” and Note 17 — “Other Current Assets and Other
Assets”) and movements related to the impact of any unrealized mark-to-market gains or losses related to the Nasdaq Forwards.
Restricted Cash:
Restricted cash represents cash set aside for amounts pledged for the benefit of Fannie Mae in excess of the required cash to secure Newmark’s financial
guarantee liability.
Leases:
Newmark enters into leasing arrangements in the ordinary course of business, as a lessee and has leases primarily relating to office space.
Newmark determines whether an arrangement is a lease or includes a lease at the contract inception. ROU lease assets represent the Newmark’s right to use an
underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Other than for leases with an
initial term of twelve months or less, operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over
the lease term. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease
payments may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease expense pertaining to
operating leases is recognized on a straight-line basis over the lease term (See Note 16 — “Leases” for additional information).
Current Expected Credit Losses:
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. 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
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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 has adopted ASC 326 which impacted the expected credit loss reserving methodology for the financial guarantee liability provided under the Fannie
Mae DUS and Freddie Mac 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 years ended December 31, 2023, 2022 and 2021, there were
increases (decreases) in the CECL related provision of $0.9 million, $1.7 million and $(3.6) million, respectively. The balance of the financial guarantee liabilities was
$28.6 million and $27.7 million as of December 31, 2023 and 2022, respectively, and is included in “Other long-term liabilities” on the accompanying 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
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 years ended December 31, 2023, 2022 and 2021, there were increases (decreases) in the CECL related provision of $(1.4)
million, $4.2 million and $3.4 million, respectively. The balance of the reserve was $19.5 million and $20.9 million as of December 31, 2023 and 2022, respectively,
and is included in “Receivables, net” on the accompanying 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 and from proceeds of the sales of the
employees’ shares of our Class A common stock 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 December 31, 2023 and 2022, the balance of this reserve was $9.4 million and $11.2 million, respectively, and is included in “Loans, forgivable
loans and other receivables from employees and partners, net” on the accompanying 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. For the year ended December 31, 2022, the Company adjusted the revenue presentation in the 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 year ended December 31, 2021 $180.6 million was reclassified from “Commissions” to “Commercial mortgage origination,
net.” For the year ended December 31, 2023, the Company adjusted the presentation in the balance sheet. “Marketable securities” has been combined with “Other
current assets.” As of December 31, 2023 and 2022,
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$0.1 million and $0.8 million, respectively, was reclassified from “Marketable securities” to “Other current assets.”
Segment and Geographic Information:
Segment Information
Newmark has a single operating segment. Newmark is a real estate services firm offering services to commercial real estate tenants, investors, owners,
occupiers, and developers. Newmark’s services include 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 evaluates the
operating results of Newmark regardless of geographic location as total real estate services and allocates resources accordingly. Newmark recognized revenues as
follows (in thousands):
Management services, servicing fees and other
Leasing and other commissions
Investment sales
Commercial mortgage origination, net
Revenues
Geographic Information
Year Ended December 31,
2023
2022
2021
$
$
$
970,877
839,595
381,276
278,620
$
909,485
831,874
606,416
357,752
915,715
826,942
757,744
406,042
2,470,368
$
2,705,527
$
2,906,443
The Company offers products and services in the U.S., U.K., Asia, Other Europe, and Other Americas. Information regarding revenues is as follows (in
thousands):
U.S.
U.K.
Other
(1)
Revenues
(1) Other includes Asia, Other Europe and Other Americas.
Fair Value:
Year Ended December 31,
2023
2022
2021
$
$
2,161,090 $
154,380
154,898
2,470,368 $
2,514,477 $
57,552
133,498
2,705,527 $
2,775,556
48,061
82,826
2,906,443
U.S. GAAP guidance defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date and further expands disclosures about such fair value measurements.
The 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 or 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 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.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Cash and Cash Equivalents:
Newmark considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Cash and cash equivalents are held with
banks as deposits. The Company maintains deposits with high quality financial institutions in amounts that are in excess of federally insured limits; however, the
Company does not believe it is exposed to any significant credit risk.
Principles of Consolidation:
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Newmark’s consolidated financial statements include the accounts of Newmark and its wholly owned and majority owned subsidiaries. Newmark’s policy is to
consolidate all entities of which it owns more than 50% unless it does not have control over the entity. In accordance with U.S. GAAP guidance, Consolidation of
Variable Interest Entities, Newmark also consolidates any variable interest entities of which it is the primary beneficiary. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Loans Held for Sale, at Fair Value:
Newmark maintains multifamily and commercial mortgage loans for the purpose of sale to GSEs. Prior to funding, Newmark enters into an agreement to sell
the loans to third-party investors at a fixed price. During the period prior to sale, interest income is calculated and recognized in accordance with the terms of the
individual loan. Loans held for sale are carried at fair value, as Newmark has elected the fair value option. The primary reasons Newmark has elected to account for
loans backed by commercial real estate under the fair value option are to better offset the change in fair value of the loan and the change in fair value of the derivative
instruments used as economic hedges.
Derivative Financial Instruments:
Newmark has loan commitments to extend credit to third parties. The commitments to extend credit are for mortgage loans at a specific rate (rate lock
commitments). These commitments generally have fixed expiration dates or other termination clauses and may require a fee. Newmark is committed to extend credit to
the counterparty as long as there is no violation of any condition established in the commitment contracts.
Newmark simultaneously enters into a commitment to deliver such mortgages to third-party investors at a fixed price (a Forward Sales Contract).
Newmark entered into variable postpaid forward contracts as a result of the Nasdaq Forwards.
The commitment to extend credit, the forward sale commitment and Nasdaq Forwards qualify as derivative financial instruments. Newmark recognizes all
derivatives on the accompanying consolidated balance sheets as assets or liabilities measured at fair value. The change in the derivatives fair value is recognized in
included in “Other income” on the accompanying consolidated statements of operations.
Mortgage Servicing Rights, Net:
Newmark initially recognizes and measures the rights to service originated mortgage loans at fair value and subsequently measures them using the
amortization method. Newmark recognizes rights to service mortgage loans as separate assets at the time the underlying originated mortgage loan is sold, and the value
of those rights is included in the determination of the gains on loans held for sale.
Purchased MSRs, including MSRs purchased from CCRE, are initially recorded at fair value, and subsequently measured using the amortization method.
Newmark receives up to a three-basis point servicing fee and/or up to a one-basis point surveillance fee on certain Freddie Mac loans after the loan is
securitized in a Freddie Mac pool. The Freddie Mac Strip is also recognized at fair value and subsequently measured using the amortization method, but is recognized
as a MSR at the securitization date.
MSRs are assessed for impairment, at least on an annual basis, based upon the fair value of those rights as compared to the amortized cost. Fair values are
estimated using a valuation model that calculates the present value of the future net servicing cash flows. In using this valuation method, Newmark incorporates
assumptions that management believes market participants would use in estimating future net servicing income. It is reasonably possible that such estimates may
change. Newmark amortizes the MSRs in proportion to, and over the period of, the projected net servicing income. For purposes of impairment evaluation and
measurement, Newmark stratifies MSRs based on predominant risk characteristics of the underlying loans, primarily by investor type (Fannie Mae/Freddie Mac,
FHA/GNMA, CMBS and other). To the extent that the carrying value exceeds the fair value of a specific MSR strata, a valuation allowance is established, which is
adjusted in the future as the fair value of MSRs increases or decreases. Reversals of valuation allowances cannot exceed the previously recognized impairment up to the
amortized cost.
Fixed Assets, net:
Fixed assets are carried at cost net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful
lives of the assets. The costs of additions and improvements are capitalized, while maintenance and repairs are expensed as incurred. Fixed assets are depreciated over
their estimated useful lives as follows:
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Leasehold improvements and other fixed assets
Software, including software development costs
Computer and communications equipment
shorter of the remaining term of lease or useful life
3-5 years straight-line
3-5 years straight-line
Long-Lived Assets:
Newmark periodically evaluates potential impairment of long-lived assets and amortizable intangible assets, when a change in circumstances occurs, by
applying the U.S. GAAP guidance, Accounting for the Impairment or Disposal of Long-Lived Assets, and assessing whether the unamortized carrying amount can be
recovered over the remaining life through undiscounted future expected cash flows generated by the underlying assets. If the undiscounted future cash flows were less
than the carrying value of the asset, an impairment charge would be recorded. The impairment charge would be measured as the excess of the carrying value of the asset
over the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved.
Goodwill and Other Intangible Assets, net:
Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. As prescribed in U.S. GAAP
guidance, Intangibles—Goodwill and Other, goodwill and other indefinite-lived intangible assets are not amortized, but instead are periodically tested for impairment.
The Company reviews goodwill and other indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter of each fiscal year or whenever
an event occurs or circumstances change that could reduce the fair value of a reporting unit below its carrying amount. When reviewing goodwill for impairment,
Newmark first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including
goodwill. Newmark did not recognize an impairment for the years ended December 31, 2023, 2022 and 2021, respectively.
Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. Definite-lived intangible assets arising from
business combinations include trademarks and trade names, non-contractual customers, license agreements, non-compete agreements, and contractual customers.
Newmark did not recognize an impairment for the years ended December 31, 2023, 2022 and 2021, respectively.
Transfer of Financial Assets:
Newmark originates its commercial mortgage loans primarily for the GSEs’ distribution channels, which generally involve (a) Freddie Mac purchasing
Newmark’s loans for cash, (b) Fannie Mae securitizing Newmark’s loans into a mortgage-backed security, or MBS, guaranteed by Fannie Mae, (c) FHA guaranteeing
the credit risk of Newmark’s loans or (d) Ginnie Mae securitizing Newmark’s loans into an MBS. MBS are collateralized by the loan and Ginnie Mae selling the MBS
for cash. As part of its origination activities, Newmark accounts for the transfer of financial assets in accordance with U.S. GAAP guidance on Transfers and Servicing.
In accordance with this guidance, the transfer of financial assets between two entities must meet the following criteria for derecognition and sale accounting:
•
•
•
•
The transfer must involve a financial asset, group of financial assets or a participating interest;
The financial assets must be isolated from the transferor and its consolidated affiliates as well as its creditors;
The transferee or beneficial interest holders must have the right to pledge or exchange the transferred financial assets; and;
The transferor may not maintain effective control of the transferred assets.
Newmark determined that all loans sold during the periods presented met these specific conditions and accounted for all transfers of loans held for sale as
completed sales.
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises:
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises are borrowings under warehouse line agreements. The carrying amounts
approximate fair value due to the short-term maturity of these instruments. Outstanding borrowings against these lines are collateralized by an assignment of the
underlying mortgages, reflected as loans held for sale, at fair value on Newmark’s consolidated balance sheets and third-party purchase commitments. The borrowing
rates on the warehouse lines are based on short-term SOFR plus applicable margins. Accordingly, the warehouse facilities collateralized by U.S. Government Sponsored
Enterprises are typically classified within Level 2 of the fair value hierarchy. The facilities are generally repaid within a 45-day period when Freddie Mac buys the loans
or upon settlement of the Fannie Mae or Ginnie Mae mortgage-backed securities, while Newmark retains servicing rights.
Income Taxes:
124
Newmark accounts for income taxes using the asset and liability method as prescribed in U.S. GAAP guidance on Income Taxes. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to basis differences between the consolidated financial statement carrying amounts of existing
assets and liabilities and their respective tax basis. Certain of Newmark’s entities are taxed as U.S. partnerships and are subject to the 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, rather than the partnership entity. As such, the partners’ tax
liability or benefit is not reflected on the accompanying consolidated financial statements. The tax-related assets, liabilities, provisions or benefits included on the
accompanying consolidated financial statements also reflect the results of the entities that are taxed as corporations, either in the U.S. or in foreign jurisdictions.
Newmark’s income taxes as presented are calculated on a separate return basis for the periods prior to the Spin-Off and have historically been included in
BGC’s U.S. federal and state tax returns or separate non-U.S. jurisdictions tax returns. Subsequent to the Spin-Off, Newmark files its own stand-alone tax returns for its
operations within these jurisdictions. The 2018 tax results reflect both the pre- and post-spin periods and, as such, Newmark’s tax results as presented are not
necessarily reflective of the results that Newmark would have generated on a stand-alone basis.
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. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities,
including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because significant assumptions are used in determining
whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from Newmark’s estimates under different
assumptions or conditions. Newmark recognizes interest and penalties related to uncertain tax positions in “Provision for income taxes” on the accompanying
consolidated statements of operations.
A valuation allowance is recorded against deferred tax assets if it is deemed more likely than not that those assets will not be realized. In assessing the need for
a valuation allowance, Newmark considers all available evidence, including past operating results, the existence of cumulative losses in the most recent fiscal years,
estimates of future taxable income and the feasibility of tax planning strategies.
The measurement of current and deferred income tax assets and liabilities is based on provisions of enacted tax laws and involves uncertainties in the
application of tax regulations in the U.S. and other tax jurisdictions. Because Newmark’s interpretation of complex tax law may impact the measurement of current and
deferred income taxes, actual results may differ from these estimates under different assumptions regarding the application of tax law.
Equity-Based and Other Compensation:
Equity-based compensation expense recognized during the period is based on the fair value of the portion of equity-based payment awards that is ultimately
expected to vest. The grant-date fair value of equity-based awards is amortized to expense ratably over the awards’ vesting periods. As equity-based compensation
expense recognized in the Newmark’s consolidated statements of operations is based on awards ultimately expected to vest, it has been reviewed for estimated
forfeitures. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Restricted Stock Units:
RSUs are accounted for as equity awards and in accordance with U.S. GAAP, Newmark is required to record an expense for the portion of the RSUs that is
ultimately expected to vest. The grant-date fair value of RSUs is amortized to expense ratably over the awards’ expected vesting periods. The amortization is reflected
as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the accompanying
consolidated statements of operations.
Limited Partnership Units:
Limited partnership units in BGC Holdings were, prior to the Corporate Conversion, and Newmark Holdings are, held by Newmark employees and receive
quarterly allocations of net income and are generally contingent upon services being provided by the unit holders. The quarterly allocations of net income on such
limited partnership units are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership
units and FPUs” in the accompanying consolidated statements of operations.
Certain of these limited partnership units in Newmark Holdings and, prior to the Corporate Conversion, BGC Holdings, such as REUs, entitle the holders to
receive post-termination payments equal to the notional amount in four equal yearly installments after the holder’s termination. These limited partnership units are
accounted for as post-termination liability awards under U.S. GAAP guidance, which requires that Newmark record an expense for such awards based on the change in
value at each reporting period and include the expense in the Newmark’s consolidated statements of operations as part of
125
“Equity-based compensation and allocations of net income to limited partnership units and FPUs.” The liability for limited partnership units held by Newmark
employees with a post-termination payout amount is included in “Other long-term liabilities” on the Newmark’s consolidated balance sheets.
Certain limited partnership units held by Newmark employees are granted exchangeability into Class A common stock or may be redeemed in connection with
the grant of shares of Class A common stock. At the time exchangeability is granted, or the shares are issued, 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” in the accompanying
consolidated statements of operations.
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 upon such exchange. Each quarter, the net profits of BGC Holdings, prior to the Corporate Conversion, and
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 Preferred
Distribution, which is deducted before the calculation and distribution of the quarterly partnership distribution for the remaining limited partnership interests. 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 BGC or Newmark Class A common stock and are only entitled to the Preferred Distribution, and accordingly they 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” in the accompanying consolidated statements of operations.
Redeemable Partnership Interests:
Redeemable partnership interest represents limited partnership interests in Newmark Holdings held by Founding/Working Partners. (See Note 2 — “Limited
Partnership Interests in Newmark Holdings and BGC Holdings” for additional information related to redeemable partnership interest).
Noncontrolling Interests:
Noncontrolling interests represent third-party, Cantor’s and BGC’s (prior to the Spin-Off) ownership interests on the accompanying consolidated subsidiaries
and EPUs (See Note 1 — “Organization and Basis of Presentation”) and are included on Newmark’s consolidated balance sheets. Prior to the Spin-Off, Cantor and
BGC units received allocations of net income (loss). Subsequent to the Spin-Off, Cantor Units received allocations of net income (loss). Allocations of net income (loss)
are reflected as a component of “Net income (loss) attributable to noncontrolling interests” in the accompanying consolidated statements of operations.
(4) Acquisitions
On March 10, 2023, Newmark completed the acquisition of Gerald Eve, a U.K. based real estate advisory firm.
For the year ended December 31, 2023, 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 acquisitions, and therefore adjustments to assets and liabilities may occur (in thousands):
Purchase Price
Cash
Contingent consideration
Total
Allocations
Cash
Goodwill
Other intangible assets, net
Receivables, net
Fixed Assets, net
Other assets
126
$
$
As of the
Acquisition
Date
101,152
11,863
113,015
18,616
75,638
23,472
30,995
6,279
1,829
Right-of-use assets
Right-of-use liabilities
Accrued compensation
Accounts payable, accrued expenses and other liabilities
Total
19,472
(20,925)
(22,075)
(20,286)
113,015
$
The total consideration for the acquisition during the year ended December 31, 2023, was $113.0 million in total fair value comprising cash of $101.2 million
and contingent consideration of $11.9 million. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $75.6 million,
of which approximately $54.8 million is deductible by Newmark for tax purposes.
This acquisition was accounted for using the purchase method of accounting. The results of operations of the acquisition has been included on the
accompanying consolidated financial statements subsequent to the date of acquisition, which in aggregate contributed $91.6 million to Newmark’s revenues for the year
ended December 31, 2023.
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, a retail real estate advisory firm.
The following table summarizes the components of the purchase consideration transferred, and the of the assets acquired, and liabilities assumed, for the
acquisitions which occurred in 2022 (in thousands):
Purchase Price
Contingent consideration
Cash and stock issued at closing
Total
Allocations
Cash
Goodwill
Other intangible assets, net
Receivables, net
Other assets
Right-of-use Assets
Right-of-use Liabilities
Accrued Compensation
Accounts payable, accrued expenses and other liabilities
Total
As of the
Acquisition
Date
7,322
65,533
72,855
1,286
50,756
19,633
3,625
290
4,305
(4,305)
(2,175)
(560)
72,855
$
$
$
The total consideration for the acquisitions during the year ended December 31, 2022, was $72.9 million in total fair value comprising cash of $65.5 million
and contingent consideration 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 $35.1 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 consolidated financial statements subsequent to the respective dates of acquisition, which in aggregate contributed $17.8 million to Newmark’s revenues
for the year ended December 31, 2022.
(5) 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. Basic EPS excludes
dilution and is computed by dividing net income available to common
127
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 EPS and fully diluted EPS.
The following is the calculation of Newmark’s basic EPS (in thousands, except per share data):
Basic earnings per share:
Net income available to common stockholders
(1)
Basic weighted-average shares of common stock outstanding
Basic earnings per share
2023
2022
2021
Year Ended December 31,
$
$
42,575 $
173,475
0.25 $
83,275 $
180,337
0.46 $
744,528
190,179
3.91
(1)
Includes a reduction for dividends on EPUs in the amount of $6.2 million for the year ended December 31, 2021 (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):
Fully diluted earnings per share:
Net income available to common stockholders
Allocations of net income to limited partnership interests in Newmark Holdings, net of tax
Net income for fully diluted shares
Weighted-average shares:
Common stock outstanding
Partnership units
RSUs (Treasury stock method)
Newmark exchange shares
(1)
Fully diluted weighted-average shares of common stock outstanding
Fully diluted earnings per share
Year Ended December 31,
2023
2022
2021
$
$
$
42,575 $
—
42,575 $
173,475
—
2,413
494
176,382
83,275 $
27,128
110,403 $
180,337
59,944
3,255
1,641
245,177
0.24 $
0.45 $
744,528
—
744,528
190,179
—
4,310
1,324
195,813
3.80
(1)
Partnership units collectively include FPUs, limited partnership units, and Cantor Units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” for more information).
For the years ended December 31, 2023, 2022 and 2021, 73.4 million, 1.8 million and 68.1 million potentially dilutive securities, respectively, were excluded
from the computation of fully diluted EPS because their effect would have been anti-dilutive.
(6) Stock Transactions and Unit Redemptions
As of December 31, 2023, 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.
128
Changes in shares of Newmark’s Class A common stock outstanding were as follows:
Shares outstanding at beginning of period
Share issuances:
(1)
LPU redemption/exchange
Issuance of Class A common stock for Newmark RSUs
Issuance of Class A common stock
Other
Treasury stock repurchases
Shares outstanding at end of period
Year Ended December 31,
2023
2022
2021
150,384,605
168,272,371
161,175,894
3,867,234
2,367,245
2,307,339
(501,694)
(5,785,370)
152,639,359
4,930,499
2,136,813
—
(36,596)
(24,918,482)
150,384,605
6,591,462
1,851,786
—
18,890,659
(20,237,430)
168,272,371
(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 December 31, 2023 and 2022, 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. On November 4, 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 year ended December 31, 2023, Newmark
repurchased 5.8 million shares of Class A common stock at an average price of $6.47 per share. As of December 31, 2023, Newmark had $354.9 million remaining
from its share repurchase and unit purchase authorization. During the year ended December 31, 2022, Newmark repurchased 24,918,482 shares of Class A common
stock at an average price of $11.83 per share. As of December 31, 2022, Newmark had $392.3 million remaining from its share repurchase and unit purchase
authorization.
The following table details Newmark’s share repurchases for cash under the current program. The gross share repurchases of Newmark’s Class A common
stock during the year ended December 31, 2023 were as follows (in thousands except shares and per share amounts):
Total
Number of
Shares
Repurchased/Purchased
Average
Price Paid
per Share
Approximate
Dollar Value
of Units and
Shares That
May Yet Be
Repurchased/
Purchased
Under the
Program
—
2,354,217
2,787,291
373,260
—
270,602
5,785,370
$
$
$
$
$
$
—
5.68
6.78
6.38
—
10.27
6.47
$
354,852
Repurchases
January 1, 2023 - March 31, 2023
April 1, 2023 - June 30, 2023
July 1, 2023 - September 30, 2023
October 2023
November 2023
December 2023
Total Repurchases
Redeemable Partnership Interests
The changes in the carrying amount of FPUs follow (in thousands):
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Balance at beginning of period:
Income allocation
Distributions of income
Issuance and other
Balance at end of period
(7) Investments
December 31, 2023
December 31, 2022
$
$
$
16,550
1,451
(380)
(1,377)
16,244
$
20,947
2,272
(5,130)
(1,539)
16,550
Newmark had a 27% ownership in Real Estate LP, a joint venture with Cantor in which Newmark had the ability to exert significant influence over the
operating and financial policies. Accordingly, Newmark accounted for this investment under the equity method of accounting. Newmark recognized equity income
(loss) of $14.2 million, $2.8 million and $0.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Equity income (loss) is included in “Other
income, net” on the accompanying consolidated statements of operations. On July 20, 2022, Newmark exercised its redemption option. In December 2022, the Audit
Committee authorized a subsidiary of Newmark to rescind its July 20, 2022 written notice exercising the optional redemption of its 27% ownership interest in Real
Estate LP and amended the joint venture agreement between Newmark and Real Estate LP to provide for a redemption option for this investment after July 1, 2023,
with proceeds to be received within 20 days of the redemption notice. A payment of a $44.0 thousand administrative fee was made to Newmark in connection with such
amendment. Newmark exercised its redemption option and received payment of $105.5 million from Cantor during the year ended December 31, 2023, terminating
Newmark’s interest in Real Estate LP. There was no additional gain recognized on the exercise and receipt of payment. The carrying value of this investment was $91.3
million as of December 31, 2022, included in “Other assets” on the accompanying consolidated balance sheets.
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.
For the year ended December 31, 2023, Newmark recorded unrealized gains (losses) related to these investments of $(3.8) million. Newmark did not recognize
any realized gains (losses) related to these investments for the year ended December 31, 2023. For the years ended December 31, 2022 and 2021, Newmark recorded
realized gains (losses) related to these investments of $(14.1) million and $1.6 million. The changes in value are included as a part of “Other income (loss), net” on the
accompanying consolidated statements of operations. Additionally, the Company did not make any new investments during the year ended December 31, 2023. For the
years ended December 31, 2022 and 2021, the Company invested $2.7 million and $8.5 million, respectively. The carrying values of these investments were $4.9
million and $8.7 million as of December 31, 2023 and 2022, respectively, and are included in “Other assets” on the accompanying consolidated balance sheets.
(8) Capital and Liquidity Requirements
Newmark 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 consolidated financial statements. Management believes that, as of December 31, 2023 and 2022, Newmark had met all
capital requirements. As of December 31, 2023 and 2022, the most restrictive capital requirement was the net worth requirement of Fannie Mae. Newmark exceeded the
minimum requirement by $409.2 million and $433.4 million, respectively, as of December 31, 2023 and 2022.
Certain of Newmark’s agreements with Fannie Mae allow Newmark to originate and service loans under the Fannie Mae 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 Freddie Mac allow Newmark to service loans under the Freddie Mac TAH. These agreements require Newmark to pledge sufficient
collateral to meet Freddie Mac’s liquidity requirement of 8% of the outstanding principal of Freddie Mac TAH loans serviced by Newmark. Management believes that,
as of December 31, 2023 and 2022, Newmark had met all liquidity requirements.
In addition, as a servicer for Fannie Mae, Ginnie Mae and FHA, Newmark is required to advance to investors any uncollected principal and interest due from
borrowers. Outstanding borrower advances were $1.6 million and $1.3 million as of December 31, 2023 and 2022, respectively, and are included in “Other assets” on
the accompanying consolidated balance sheets.
130
(9) 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 18 — “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 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):
Cost Basis
Fair Value
December 31, 2023
December 31, 2022
$
502,282
528,944
$
137,633
138,345
As of December 31, 2023 and 2022, 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
December 31, 2023 and 2022, there were no loans 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 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 consolidated statements of operations. Interest
income and gains (losses) for fair value adjustments on loans held for sale were as follows (in thousands):
Interest income on loans held for sale
Gains (losses) recognized on change in fair value on loans held for sale
(10) Derivatives
Year Ended December 31,
2023
2022
2021
$
28,068 $
26,662
26,821 $
712
20,287
21,259
Newmark accounts for its derivatives at fair value and recognizes all derivatives as either assets or liabilities on the accompanying 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):
December 31, 2023
December 31, 2022
Derivative contract
Rate lock commitments
Forward Sale Contracts
Total
Assets
Liabilities
Notional
(1)
Amounts
Assets
Liabilities
$
$
9,604
1,259
10,863
$
$
1,023
20,304
21,327
$
$
290,380
792,662
1,083,042
$
$
3,181
11,139
14,320
$
$
Notional
(1)
Amounts
140,697
278,331
419,028
8,754
624
9,378
$
$
(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 consolidated statements of operations. The change in fair value of rate lock commitments are disclosed net of $0.7 million, $0.7
million and $1.0 million of expenses for the years ended December 31, 2023, 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 consolidated statements of operations.
Gains and losses on derivative contracts, which are included on the accompanying consolidated statements of operations were as follows (in thousands):
131
Location of gains (losses) recognized in income for
derivatives
Year Ended December 31,
2023
2022
2021
Derivatives not designed as hedging instruments:
Nasdaq Forwards
Rate lock commitments
Rate lock commitments
Forward Sale Contracts
Total
Other income (loss), net
Commercial mortgage origination, net
Compensation and employee benefits
Commercial mortgage origination, net
$
$
$
—
9,274
(693)
(19,045)
(10,464)
$
$
—
(4,869)
(705)
10,516
4,942
$
(12,475)
2,162
(1,043)
2,365
(8,991)
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 consolidated balance sheets.
(11) 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):
Revenues from contracts with customers:
Leasing and other commissions
Investment sales
Mortgage brokerage and debt placement
Management services
Total
(1)
Other sources of revenue :
Fair value of expected net future cash flows from servicing recognized at commitment, net
Loan originations related fees and sales premiums, net
Servicing fees and other
Total
Year Ended December 31,
2023
2022
2021
$
$
$
$
$
$
$
839,595
381,276
126,934
733,585
2,081,390
82,082
69,604
237,292
$
$
$
831,874
606,416
173,253
692,957
2,304,500
109,926
74,573
216,528
2,470,368
$
2,705,527
$
826,942
757,744
180,561
733,761
2,499,008
136,406
89,075
181,954
2,906,443
(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 December 31, 2023 and 2022 was $2.7 million and $2.9 million, respectively. During the years
ended December 31, 2023, 2022 and 2021, Newmark recognized revenue of $1.7 million, $2.5 million and $2.1 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 December 31, 2023, that will be recognized as revenue in future periods over the life of the customer contracts, in accordance with ASC 606, are
approximately $169.1 million. Over half of the remaining performance obligation as of December 31, 2023 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.
132
Approximate future cash flows to be received over the next five years as of December 31, 2023 are as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total
(12) Commercial Mortgage Origination, Net
Commercial mortgage origination, net consists of the following activity (in thousands):
Fair value of expected net future cash flows from servicing recognized at commitment, net
Loan originations related fees and sales premiums, net
Mortgage brokerage and debt placement
Total
(13) Mortgage Servicing Rights, Net
The changes in the carrying amount of MSRs were as follows (in thousands):
Mortgage Servicing Rights
Beginning Balance
Additions
Amortization
Ending Balance
Valuation Allowance
Beginning Balance
Decrease
Ending Balance
Net Balance
$
$
97,858
48,008
18,042
3,613
1,586
15
169,122
Year Ended December 31,
2023
2022
2021
$
$
$
82,082
69,604
126,934
278,620
$
$
109,926
74,573
173,253
357,752
$
136,406
89,075
180,561
406,042
Year Ended December 31,
2023
2022
2021
$
$
$
$
$
576,428 $
75,704
(117,742)
534,390 $
(7,876) $
4,689
(3,187) $
531,203 $
563,488 $
130,301
(117,361)
576,428 $
(13,186) $
5,310
(7,876) $
568,552 $
528,983
147,789
(113,284)
563,488
(34,254)
21,068
(13,186)
550,302
Servicing fees are included in “Management services, servicing fees and other” on the accompanying consolidated statements of operations and were as
follows (in thousands):
Servicing fees
Escrow interest and placement fees
Ancillary fees
Total
Year Ended December 31,
2023
2022
2021
$
$
151,005 $
54,151
3,256
208,412 $
147,514 $
20,290
20,408
188,212 $
138,495
4,415
16,932
159,842
Newmark’s primary servicing portfolio as of December 31, 2023 and 2022 was $62.2 billion and $56.2 billion, respectively. Newmark’s limited servicing
portfolio with recorded MSRs as of December 31, 2023 and 2022 was $10.1 billion and $12.8 billion, respectively. As of December 31, 2023, Newmark’s limited
servicing portfolio also included $101.0 billion of loans, which did not have recorded MSRs. As of December 31, 2022, there were no limited servicing loans that did
not have recorded MSRs. 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 loan assumptions), the administration of the loan is
133
transferred to Newmark. Newmark’s special servicing portfolio was $2.6 billion and $1.7 billion at December 31, 2023 and 2022, respectively.
The estimated fair value of the MSRs as of December 31, 2023 and 2022 was $680.6 million and $667.6 million, respectively.
Fair values are estimated using a valuation model that calculates the present value of the future net servicing cash flows. The cash flows assumptions used are
based on assumptions Newmark believes market participants would use to value the portfolio. Significant assumptions include estimates of the cost of servicing per
loan, discount rate, earnings rate on escrow deposits and prepayment speeds.
The discount rates used in measuring fair value for the years ended December 31, 2023 and 2022 were between 6.1% and 13.5% and varied based on investor
type. An increase in discount rate of 100 basis points or 200 basis points would result in a decrease in fair value by $18.1 million and $35.4 million, respectively, as of
December 31, 2023 and by $18.3 million and $35.7 million, respectively, as of December 31, 2022.
(14) Goodwill and Other Intangible Assets, Net
The changes in the carrying amount of goodwill were as follows (in thousands):
Balance, January 1, 2022
Acquisitions
Measurement period and currency translation adjustments
Balance, December 31, 2022
Acquisitions
Divestiture
Measurement period and currency translation adjustments
Balance, December 31, 2023
$
$
$
657,131
50,756
(1,993)
705,894
75,638
(9,222)
4,237
776,547
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 years ended December 31, 2023 and 2022, which did not
result in a goodwill impairment (see Note 4 — “Acquisitions” for more information). During the year ended December 31, 2023, the Company sold a previous
acquisition and wrote off $9.2 million of goodwill.
Other intangible assets consisted of the following (in thousands, except weighted-average life):
December 31, 2023
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted-
Average
Remaining
Life (Years)
Indefinite life:
Trademark and trade names
License agreements (GSE)
Definite life:
Trademark and trade names
Non-contractual customers
Non-compete agreements
Contractual customers
Other
Total
$
11,350
5,390
16,275
30,131
12,514
60,802
4,551
$
—
—
(10,557)
(17,137)
(6,827)
(20,078)
(2,788)
141,013
$
(57,387)
$
11,350
5,390
5,718
12,994
5,687
40,724
1,763
83,626
N/A
N/A
2.0
8.0
4.3
3.5
10.4
4.3
$
$
134
Indefinite life:
Trademark and trade names
License agreements (GSE)
Definite life:
Trademark and trade names
Non-contractual customers
License agreements
Non-compete agreements
Contractual customers
Other
Total
December 31, 2022
Gross
Amount
Accumulated
Amortization
11,350
5,390
$
$
—
—
12,893
30,131
4,981
9,557
48,257
4,551
(8,103)
(14,995)
(4,981)
(5,113)
(10,690)
(2,260)
127,110
$
(46,142)
$
$
$
Net
Carrying
Amount
Weighted-
Average
Remaining
Life (Years)
11,350
5,390
4,790
15,136
—
4,444
37,567
2,291
80,968
N/A
N/A
2.4
8.6
—
3.1
5.7
12.4
5.9
Intangible amortization expense for the years ended December 31, 2023, 2022 and 2021 was $17.1 million, $14.3 million, and $8.9 million, respectively.
Intangible amortization is included as a part of “Depreciation and amortization” on the accompanying consolidated statements of operations. Impairment charges are
included in intangible amortization expense.
The estimated future amortization of definite life intangible assets as of December 31, 2023 was as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total
(15) Fixed Assets, Net
Fixed assets, net consisted of the following (in thousands):
Leasehold improvements, furniture and fixtures, and other fixed assets
Software, including software development costs
Computer and communications equipment
Total, cost
Accumulated depreciation and amortization
Total, net
$
$
17,849
16,409
12,856
8,857
4,742
6,173
66,886
December 31, 2023
December 31, 2022
$
$
$
245,262
56,883
37,693
339,838
(161,803)
178,035
$
207,020
48,112
31,586
286,718
(131,079)
155,639
Depreciation expense for the years ended December 31, 2023, 2022 and 2021 was $39.2 million, $42.4 million and $22.0 million, respectively. Newmark
recorded an impairment charge of $3.2 million, $14.0 million and $0.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. The impairment
charge is included as a part of “Depreciation and amortization” on the accompanying consolidated statements of operations.
Capitalized software development costs for the years ended December 31, 2023, 2022 and 2021 were $12.5 million, $12.3 million and $0.7 million,
respectively. Amortization of software development costs totaled $2.9 million, $2.1 million and $1.3 million for the years ended December 31, 2023, 2022 and 2021,
respectively. Amortization of software development costs is included as part of “Depreciation and amortization” on the accompanying consolidated statements of
operations.
(16) Leases
Newmark has operating leases for real estate and equipment. These leases have remaining lease terms ranging from
135
one to twelve years, some of which include options to extend the leases in one to ten years increments. Renewal periods are included in the lease term only when
renewal is reasonably certain, which is a high threshold and requires management to apply 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 December 31, 2023 and 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 ASC 842, 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.
Total lease liability as of December 31, 2023 was $705.1 million. Of the total amount, $172.7 million of lease liability was within our flexible workspace
business whereby the liability was in consolidated SPVs with only $36.6 million of guarantees and/or letters of credit with exposure to Newmark. In addition, Newmark
has contracted future customer revenues and sub-lease income as of December 31, 2023 amounting to approximately $179.3 million.
Total lease liability as of December 31, 2022 was $723.9 million. Of the total amount, $188.0 million of lease liability was within our flexible workspace
business whereby the liability was in consolidated SPVs with only $36.5 million of guarantees and/or letters of credit with exposure to Newmark. In addition, Newmark
has contracted future customer revenues and sub-lease income as of December 31, 2022 amounting to approximately $183.7 million.
Operating lease costs were $132.5 million, $119.7 million and $75.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are
included in “Operating, administrative and other” on the accompanying consolidated statements of operations. Operating cash flows for the years ended December 31,
2023, 2022 and 2021, included payments of $122.3 million, $106.8 million and $81.7 million for operating lease liabilities, respectively. As of December 31, 2023 and
2022, Newmark did not have any leases that have not yet commenced but that create significant rights and obligations. For the years ended December 31, 2023, 2022
and 2021, Newmark had short-term lease expense of $1.0 million, $0.7 million and $1.1 million, respectively. For the years ended December 31, 2023, 2022 and 2021,
Newmark had sublease income of $2.8 million, $1.5 million and $0.6 million, respectively. For the years ended December 31, 2023, 2022 and 2021, Newmark recorded
lease impairment charges of $7.6 million, $14.4 million and $0.0 million, respectively.
The weighted-average discount rate as of December 31, 2023 and 2022 was 4.87% and 4.61%, respectively, and the remaining weighted-average lease term
was 6.5 years and 7.0 years, respectively.
As of December 31, 2023 and 2022, Newmark had operating lease Right-of-use assets of $596.4 million and $638.6 million, respectively, and operating lease
Right-of-use liabilities of $107.1 million and $96.9 million, respectively, recorded in “Accounts payable, and accrued expenses and other liabilities” and $598.0 million
and $627.1 million, respectively, recorded in “Right-of-use liabilities,” on the accompanying consolidated balance sheets.
136
Rent expense, including the operating lease costs above, for the years ended December 31, 2023, 2022 and 2021, was $162.5 million, $146.8 million and
$105.2 million, respectively. Rent expense is included in “Operating, administrative and other” on the accompanying consolidated statements of operations.
Newmark is obligated for minimum rental payments under various non-cancelable operating leases, principally for office space, expiring at various dates
through 2035. 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, net of payments to be received under a sublease, were as follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: Interest
Present value of lease liability
(17) Other Current Assets and Other Assets
Other current assets consisted of the following (in thousands):
Derivative assets
Marketable securities
Prepaid expenses
Other taxes
Rent and other deposits
Other
Total
Other assets consisted of the following (in thousands):
Deferred tax assets
Equity method investment
Non-marketable investments
Other tax receivables
Advances on long-term contracts
Other
Total
December 31, 2023
December 31, 2022
135,208
135,289
129,261
119,092
105,869
205,270
829,989
135,073
694,916
$
$
$
125,633
127,996
126,234
121,596
110,997
242,185
854,641
141,792
712,849
December 31, 2023
December 31, 2022
$
10,863
99
51,367
9,607
22,572
1,438
95,946
$
14,320
788
40,393
21,988
19,284
4,203
100,976
December 31, 2023
December 31, 2022
$
100,229
—
4,902
9,312
12,000
22,058
148,501
$
94,689
91,280
8,688
6,683
—
12,926
214,266
$
$
$
$
$
$
$
(18) 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 our
wholly owned subsidiary, Berkeley Point Capital, LLC.
Newmark had the following lines available and borrowings outstanding (in thousands), except the stated spread to one-month SOFR):
137
(1)
Warehouse facility due June 12, 2024
Warehouse facility due June 12, 2024
Warehouse facility due September 25, 2024
Warehouse facility due September 25, 2024
Warehouse facility due October 5, 2024
(1)
Warehouse facility due October 5, 2024
Fannie Mae repurchase agreement, open maturity
Total
Committed
Lines
Uncommitted
Lines
Balance at
December 31, 2023
Balance at December
31, 2022
Stated Spread
to One-Month
SOFR
Rate Type
$
$
450,000
—
250,000
—
800,000
—
—
$
—
300,000
—
150,000
—
600,000
400,000
$
—
—
94,873
—
403,758
—
—
$
1,500,000
$
1,450,000
$
498,631
$
—
—
35,292
—
102,114
—
—
137,406
130 bps
130 bps
130 bps
130 bps
130 bps
130 bps
115 bps
Variable
Variable
Variable
Variable
Variable
Variable
Variable
(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 one-month SOFR plus 180 bps. There were no outstanding draws under this sublimit as of December 31, 2023 and 2022.
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 December 31, 2023 and 2022, respectively.
The borrowing rates on the warehouse facilities are based on short-term SOFR plus applicable margins. Due to the short-term maturity of these instruments,
the carrying amounts approximate fair value.
(19) Debt
Debt consisted of the following (in thousands):
6.125% Senior Notes
Short-term debt
Delayed Draw Term Loan
Cantor Credit Agreement
Long-term debt
Total corporate debt
December 31, 2023
December 31, 2022
$
$
— $
—
417,260
130,000
547,260
547,260 $
547,784
547,784
—
—
—
547,784
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 November 15, 2023. 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. 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 bore an interest rate of 6.125% per annum, payable on each May 15 and November 15,
beginning on May 15, 2019, and matured on November 15, 2023, and were repaid prior to December 31, 2023.
On August 10, 2023, Newmark entered into a Delayed Draw Term Loan Credit Agreement to repay a portion of the principal and interest related to the
Company’s $550.0 million aggregate principal amount of 6.125% Senior Notes. On November 15, 2023, Newmark repaid $566.8 million, including interest of
$16.8 million, of 6.125% Senior Notes using $420.0 million of proceeds from the Delayed Draw Term Loan, which is included in “Long-term debt” on the
accompanying consolidated balance sheets and $130.0 million of proceeds from the Credit Facility. See further discussion in the “Delayed Draw Term Loan” section
below.
The carrying amount of the 6.125% Senior Notes was determined as follows (in thousands):
Principal balance
Less: debt issue cost
Less: debt discount
Total
December 31, 2023
December 31, 2022
$
$
—
—
—
—
$
$
550,000
1,120
1,096
547,784
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
138
debt discount of the 6.125% Senior Notes, included in “Interest expense, net” on the accompanying consolidated statements of operations, were as follows (in
thousands):
Interest expense
Debt issue cost amortization
Debt discount amortization
Total
Year Ended December 31,
2023
2022
2021
$
$
$
29,383
1,120
1,096
31,599
$
$
33,687
1,284
1,261
36,232
$
33,687
1,284
1,183
36,154
Delayed Draw Term Loan
On August 10, 2023, Newmark entered into a Delayed Draw Term Loan Credit Agreement, by and among the Company, the several financial institutions from
time to time party thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (as such terms are defined in the Delayed Draw Term Loan Credit
Agreement), pursuant to which the Lenders committed to provide to the Company a senior unsecured Delayed Draw Term Loan in an aggregate principal amount of
$420.0 million, which may be increased, subject to certain terms and conditions, to up to $550.0 million. The proceeds of the Delayed Draw Term Loan could only be
used to repay the 6.125% Senior Notes at their maturity. The Delayed Draw Term Loan will mature on November 14, 2026.
As set forth in the Delayed Draw Term Loan Credit Agreement, the Delayed Draw Term Loan bears interest at a per annum rate equal to, at the Company’s
option, either (a) Term SOFR for interest periods of one or three months (as selected by the Company) or upon the consent of all Lenders, such other period that is 12
months or less (in each case, subject to availability), as selected by the Company, plus an applicable margin or (b) a base rate equal to the greatest of (i) the federal
funds rate plus 0.50%, (ii) the prime rate as established by the Administrative Agent, and (iii) Term SOFR plus 1.00%, in each case plus an applicable margin. Upon
funding, the applicable margin was 2.625% with respect to Term SOFR borrowings in (a) above and 1.625% with respect to base rate borrowings in (b) above.
Depending on the Company’s credit ratings, the applicable margin could range, with respect to Term SOFR borrowings, from 2.125% to 3.375% through and including
August 10, 2024, and 2.5% to 3.875% thereafter; and base rate borrowings, from 1.125% to 2.375% through and including August 10, 2024, and 1.5% to 2.875%
thereafter.
The Delayed Draw Term Loan Credit Agreement contains financial covenants with respect to minimum interest coverage and maximum leverage ratio. The
Delayed Draw Term Loan Credit Agreement also contains certain other customary affirmative and negative covenants and events of default. The covenants in the
Delayed Draw Term Loan Credit Agreement are consistent with those within the Company’s existing $600.0 million Credit Facility, which matures on March 10, 2025
and remains available to the Company. As of December 31, 2023, there was an outstanding balance of $420.0 million on the Delayed Draw Term Loan, with a carrying
amount of $417.3 million.
On November 8, 2023, Newmark provided notice to Bank of America, N.A., as Administrative Agent, to borrow the $420.0 million available under the
Delayed Draw Term Loan Credit Agreement with the funds made available on November 14, 2023. The Company used the $420.0 million of proceeds of the Delayed
Draw Term Loan draw to pay a portion of the matured principal and interest of the Company’s $550.0 million 6.125% Senior Notes due November 15, 2023. As of
December 31, 2023, there was an outstanding balance of $420.0 million on the Delayed Draw Term Loan. On January 12, 2024, the outstanding balance under the
Delayed Draw Term Loan was repaid with the proceeds of the offering of the 7.500% Senior Notes.
The carrying amount of the Delayed Draw Term Loan was determined as follows (in thousands):
Principal balance
Less: debt issue cost
Total
Interest expense
Debt issue cost amortization
Total
December 31, 2023
December 31, 2022
$
$
420,000
2,740
417,260
$
$
Year Ended December 31,
2023
2022
2021
$
$
4,515
342
4,857
$
$
—
—
—
$
$
—
—
—
—
—
—
Debt Repurchase Program
On June 16, 2020, the Board and Audit Committee authorized a debt repurchase program for the repurchase of up to $50.0 million of Company debt securities
issued by the Company.
139
As of December 31, 2023, Newmark had $50.0 million remaining under its debt repurchase authorization.
Credit Facility
On November 28, 2018, Newmark entered into the 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 provided for a $250.0 million three-year unsecured senior revolving
credit facility.
On February 26, 2020, Newmark entered into an amendment to the Credit Agreement, increasing the size of the Credit Facility to $425.0 million and extending
the maturity date to February 26, 2023. The annual interest rate on the Credit Facility was reduced to LIBOR plus 1.75%, subject to a pricing grid linked to Newmark’s
credit ratings from S&P Global Ratings and Fitch.
On March 16, 2020, Newmark entered into a second amendment to the Credit Agreement, increasing the size of the Credit Facility to $465.0 million. The
annual interest rate on the 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 amended and restated the Credit Agreement, as amended. Pursuant to the amended and restated 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 amended and restated Credit Agreement) borrowings.
Borrowings under the Credit Facility bear interest at a per annum rate equal to, at the Company’s option, either (a) Term SOFR for interest periods of one or
three months, as selected by the Company, or upon the consent of all lenders, such other period that is 12 months or less (in each case, subject to availability), as
selected by the Company, plus an applicable margin, or (b) a base rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as established by
the Administrative Agent (as such term is defined in the amended and restated Credit Agreement), and (iii) Term SOFR plus 1.00%, in each case plus an applicable
margin. The applicable margin was initially 1.50% with respect to Term SOFR borrowings in (a) above and 0.50% with respect to base rate borrowings in (b) above.
The applicable margin with respect to Term SOFR borrowings in (a) above could range from 1.00% to 2.125% depending upon the Company’s credit rating, and with
respect to base rate borrowings in (b) above could range from 0.00% to 1.125% depending upon the Company’s credit rating. The Credit Agreement also provides for
certain upfront and arrangement fees and for an unused facility fee.
As of December 31, 2023 and 2022, there were no borrowings under the Credit Facility. The weighted-average interest rate for the year ended December 31,
2023 was 5.78%. During the year ended December 31, 2023, there were $380.0 million of borrowings and $380.0 million of repayments. Repayments of $380.0 million
includes the use of $130.0 million of proceeds from the Cantor Credit Agreement to repay $130.0 million of borrowings under the Credit Facility. Newmark uses the
straight-line method to amortize debt issue costs over the life of the Credit Facility. Interest expense and amortization of debt issue costs of the Credit Facility, included
in “Interest expense, net” on the accompanying consolidated statements of operations, were as follows (in thousands):
Interest expense
Debt issue cost amortization
Unused facility fee
Total
Year Ended December 31,
2023
2022
2021
$
$
$
8,925
1,238
972
11,135
$
$
—
1,981
1,285
3,266
$
1,623
826
972
3,421
Cantor Credit Agreement
On November 30, 2018, Newmark entered into an unsecured credit agreement with Cantor. The Cantor Credit Agreement provides for each party to issue loans
to the other party in 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 $250.0 million from each other from time to time at an interest rate which is the higher of
Cantor or Newmark’s short-term borrowing rate then in effect, plus 1.0%.
On December 20, 2023, Newmark entered into a first amendment to the Cantor Credit Agreement. Pursuant to the First Cantor Credit Agreement Amendment,
Cantor agreed to make certain loans to Newmark from time to time in an aggregate outstanding principal amount of up to $150.0 million under the Cantor Credit
Agreement. The Newmark Revolving Loans have substantially the same terms as other loans under the Cantor Credit Agreement, except that until April 15, 2024, the
Newmark
140
Revolving Loans will bear interest at a rate equal to 25 basis points less than the interest rate borne by the revolving loans made pursuant to the Credit Facility. Unlike
other loans made under the Cantor Credit Agreement, Cantor may demand repayment of the Newmark Revolving Loans prior to the final maturity date of the Cantor
Credit Agreement upon three business days’ prior written notice. Also on December 20, 2023, Newmark drew $130.0 million of Newmark Revolving Loans, and used
the proceeds to repay the $130.0 million balance then outstanding under the Credit Facility. As of December 31, 2023, there were $130.0 million of borrowings
outstanding under the Cantor Credit Agreement. As of December 31, 2022, there were no borrowings outstanding under the Cantor Credit Agreement.
Pursuant to the terms of the agreements described above, Newmark is required to meet several financial covenants. Newmark was in compliance with all such
covenants as of December 31, 2023 and 2022, respectively.
(20) Financial Guarantee Liability
Newmark shares risk of loss for loans originated under the Fannie Mae DUS and Freddie Mac 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 contingent liability to the extent of actual losses incurred is approximately
33% of the outstanding principal balance on Fannie Mae DUS or Freddie Mac 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 December 31, 2023, the credit risk loans being serviced by Newmark on behalf of Fannie Mae and Freddie Mac had outstanding principal balances of $29.1
billion with a maximum potential loss of approximately $9.0 billion. At December 31, 2022, the credit risk loans being serviced by Newmark on behalf of Fannie Mae
and Freddie Mac had outstanding principal balances of approximately $27.6 billion with a maximum potential loss of approximately $8.4 billion.
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 years ended December 31, 2023, 2022 and 2021, there were increases (decreases) in the
provision for expected credit losses of $2.6 million, $1.7 million and $(3.6) million, respectively. A loan is considered to be delinquent once it is 60 days past due.
As of December 31, 2023, there was one loan in foreclosure 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 is estimated to be approximately $7.5 million based on current estimate of fair value. Newmark’s share of the
loss would approximate $0.5 million. During the year ended December 31, 2023, Newmark settled the loss on one credit risk loan for $1.2 million that was in
foreclosure as of December 31, 2022 and wrote off $0.6 million of servicing advances.
As of December 31, 2022, there was one loan in foreclosure that had an outstanding principal balance of $22.8 million, with a maximum loss exposure of
$7.6 million. Proceeds from the liquidation of the asset is estimated to be approximately $20.0 million based on current estimate of fair value at December 31, 2022.
Newmark’s share of the loss would approximate $1.5 million.
As of December 31, 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 is 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.
The provisions for risk-sharing were included in “Operating, administrative and other” on the accompanying consolidated statements of operations as follows
(in thousands):
Balance, January 1, 2022
Provision for expected credit losses
Balance, December 31, 2022
Provision for expected credit losses
Credit loss settlement
Balance, December 31, 2023
$
$
$
25,989
1,740
27,729
2,634
(1,812)
28,551
141
(21) Concentrations of Credit Risk
The 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 20 — “Financial Guarantee Liability”). As of December 31, 2023, 20%
and 12% of $9.0 billion of the maximum loss was for properties located in California and Texas, respectively. As of December 31, 2022, 20% and 11% of $8.4 billion of
the maximum loss was for properties located in California and Texas, respectively.
(22) Escrow and Custodial Funds
In 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 $1.1 billion and $1.0 billion, as of December 31, 2023 and 2022,
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.
(23) 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):
Level 1
Level 2
Level 3
Total
As of December 31, 2023
Assets:
Marketable securities
Loans held for sale, at fair value
Rate lock commitments
Forward Sale Contracts
Total
Liabilities:
Contingent consideration
Rate lock commitments
Forward Sale Contracts
Total
99
—
—
—
99
—
—
—
—
$
$
$
$
—
528,944
—
—
$
—
—
9,604
1,259
528,944
$
10,863
$
—
—
—
—
25,740
1,023
20,304
$
47,067
$
99
528,944
9,604
1,259
539,906
25,740
1,023
20,304
47,067
$
$
$
142
Assets:
Marketable securities
Loans held for sale, at fair value
Rate lock commitments
Forward Sale Contracts
Total
Liabilities:
Contingent consideration
Rate lock commitments
Forwards Sale Contracts
Total
Level 1
Level 2
Level 3
Total
As of December 31, 2022
$
$
$
$
788
—
—
—
788
—
—
—
—
$
$
$
$
—
138,345
—
—
138,345
—
—
—
—
$
$
$
$
$
$
$
—
—
3,181
11,139
14,320
8,343
8,754
624
17,721
$
788
138,345
3,181
11,139
153,453
8,343
8,754
624
17,721
There were no transfers among Level 1, Level 2 and Level 3 for the years ended December 31, 2023 and 2022, respectively.
Level 3 Financial Assets and Liabilities: Changes in Level 3 rate lock commitments, Forward Sale Contracts and contingent consideration measured at fair
value on recurring basis were as follows (in thousands):
Assets:
Rate lock commitments
Forward Sales Contracts
Total
Liabilities:
Contingent consideration
Rate lock commitments
Forward Sales Contracts
Total
Total realized
and unrealized
gains (losses)
included in
Net income
Opening
Balance
Additions
Settlements
Closing
Balance
Unrealized
gains (losses)
outstanding
As of December 31, 2023
3,181
11,139
14,320
$
$
9,604
1,259
10,863
$
$
—
—
—
$
$
(3,181)
(11,139)
(14,320)
$
$
9,604
1,259
10,863
$
$
9,604
1,259
10,863
Total realized
and unrealized
gains (losses)
included in
Net income
Opening
Balance
Additions
Settlements
Closing
Balance
Unrealized
gains (losses)
outstanding
$
8,343
8,754
624
17,721
$
$
6,192
1,023
20,304
27,519
$
$
12,189
—
—
12,189
$
$
(984)
(8,754)
(624)
(10,362)
$
$
25,740
1,023
20,304
47,067
$
6,192
1,023
20,304
27,519
$
$
$
$
143
Assets:
Rate lock commitments
Forward Sales Contracts
Total
Liabilities:
Contingent consideration
Rate lock commitments
Forward Sales Contracts
Total
Total realized
and unrealized
gains (losses)
included in
Net income
Opening
Balance
Additions
Settlements
Closing
Balance
Unrealized
gains (losses)
outstanding
As of December 31, 2022
3,957
4,544
8,501
$
$
3,181
11,139
14,320
$
$
—
—
—
$
$
(3,957)
(4,544)
(8,501)
$
$
3,181
11,139
14,320
$
$
3,181
11,139
14,320
Total realized
and unrealized
gains (losses)
included in
Net income
Opening
Balance
Additions
Settlements
Closing
Balance
Unrealized
gains (losses)
outstanding
$
12,338
2,836
2,180
17,354
$
$
(1,893)
8,754
624
7,485
$
$
6,226
—
—
6,226
$
$
(8,328)
(2,836)
(2,180)
(13,344)
$
$
8,343
8,754
624
17,721
$
(1,893)
8,754
624
7,485
$
$
$
$
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:
Level 3 assets and liabilities
Assets
Liabilities
Significant Unobservable
Inputs
Range
Weighted
Average
December 31, 2023
Accounts payable, accrued expenses and other
liabilities:
Contingent consideration
Derivative assets and liabilities:
Forward Sales Contracts
Rate lock commitments
Level 3 assets and liabilities
Accounts payable, accrued expenses and other
liabilities:
Contingent consideration
Derivative assets and liabilities:
Forward Sales Contracts
Rate lock commitments
$
$
$
$
$
$
—
$
25,740 Discount rate
Probability of meeting earnout and
contingencies
0.0% - 8.0%
99.0% - 100.0%
(1)
(1)
1,259
9,604
$
$
20,304 Counterparty credit risk
1,023 Counterparty credit risk
Assets
Liabilities
Significant Unobservable
Inputs
December 31, 2022
N/A
N/A
Range
—
$
8,343 Discount rate
Probability of meeting earnout and
contingencies
4.0% - 11.8%
75.0% - 100.0%
(1)
(1)
11,139
3,181
$
$
624 Counterparty credit risk
8,754 Counterparty credit risk
N/A
N/A
2.6%
99.7%
N/A
N/A
Weighted
Average
5.1%
98.9%
N/A
N/A
(1)
Newmark’s estimate of contingent consideration as of December 31, 2023 and December 31, 2022 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 Sales Contracts to investors are derivatives and, accordingly, are marked to fair value on the
accompanying 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 or 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
144
•
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 Sales Contracts is adjusted to reflect the risk that the agreement will not be fulfilled.
Newmark’s exposure to nonperformance in rate lock and Forward Sales 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 fair value of Newmark’s contingent consideration is based on the discount rate of the Company’s calculated-average cost of capital, as well as the
probability of acquirees meeting earnout targets.
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 December 31,
2023 and 2022, the present value of expected payments related to Newmark’s contingent consideration was $25.7 million and $8.3 million, respectively (see Note 28 —
“Commitments and Contingencies”). As of December 31, 2023 and 2022, the undiscounted value of the payments, assuming that all contingencies are met, would be
$35.9 million and $30.9 million, respectively.
Fair Value Measurements on a Non-Recurring Basis
Equity investments carried under the measurement alternative are remeasured at fair value on a non-recurring basis to reflect observable transactions which
occurred during the period. Newmark applied the measurement alternative to equity securities with the fair value of $4.9 million and $8.7 million, which was included
in “Other assets” on the accompanying consolidated balance sheets as of December 31, 2023 and 2022, respectively. These investments are classified within Level 2 in
the fair value hierarchy, because their estimated fair value is based on valuation methods using the observable transaction price at the transaction date.
(24) 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 $27.2 million, $28.5 million and $23.8 million for the years
ended December 31, 2023, 2022 and 2021, respectively. These expenses are included as part of “Fees to related parties” on the accompanying 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 from the proceeds of the sale of the
employees’ shares of Newmark Class A common stock, 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 December 31, 2023 and December 31, 2022, the aggregate balance of employee loans was $651.2 million and $500.8 million, respectively, and is
included as “Loans, forgivable loans and other receivables from employees and partners, net” on the accompanying consolidated balance sheets. Compensation expense
for the above-mentioned employee loans for the years ended December 31, 2023, 2022 and 2021 was $92.9 million, $84.1 million and $79.4 million, respectively. The
compensation expense related to these employee loans is included as part of “Compensation and employee benefits” on the accompanying consolidated statements of
operations.
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(c)
Transactions with Cantor Commercial Real Estate, L.P.
As of January 1, 2021 Newmark ended its revenue-share agreement with CCRE. Newmark did not make any payments under this agreement to CCRE during
the years ended December 31, 2023, 2022 and 2021.
Newmark did not purchase any primary servicing rights during the years ended December 31, 2023 and 2022. 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 $2.7 million. $3.6 million and $3.6 million for the years ended
December 31, 2023, 2022 and 2021, respectively, which were included as part of “Management services, servicing fee and other” on the accompanying consolidated
statements of operations.
On July 22, 2019, CCRE Lending made a $146.6 million commercial real estate loan to a single-purpose company in which Barry Gosin, Newmark’s Chief
Executive Officer, owns a 19% interest. This loan is secured by the single-purpose company’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%. This 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
Howard W. Lutnick, Executive Chairman
In connection with the Corporate Conversion, on May 18, 2023, Mr. Lutnick’s 1,474,930 BGC Holdings HDUs were redeemed for a cash capital account
payment of $9.1 million, $7.0 million of which was paid by Newmark, with the remainder paid by BGC. The $7.0 million HDU liability was included in “Accrued
Compensation” on the accompanying consolidated balance sheets as of December 31, 2022, and related to services provided by Mr. Lutnick to Newmark prior to the
Spin-Off. Newmark recorded the related compensation expense and took the compensation tax deductions in prior years.
On December 27, 2021, the Compensation Committee approved a one-time bonus award to Mr. Lutnick, which was evidenced by the execution and delivery
of a Retention Bonus Agreement, dated December 28, 2021, in consideration of his success in managing certain aspects of the Company’s performance as its principal
executive officer and Chairman. The bonus 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 held by the Company and the strong balance sheet and significant amount of income
created from this. A principal reason for structuring the bonus 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 Retention Bonus Agreement provides for an aggregate cash payment of $50 million, payable as follows: $20 million within three days of the date of the
Retention Bonus Agreement (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 date of the Retention Bonus Agreement. 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 Retention Bonus Agreement. Mr. Lutnick has purchased Newmark Class A common
stock with the after-tax proceeds of the initial tranche of the bonus award. The Retention Bonus 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 Retention Bonus Agreement) or (ii) an involuntary removal of Mr. Lutnick 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). 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 Retention Bonus 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 Mr. Lutnick’s Change of Control Agreement do not apply to the bonus award. A copy of the Retention Bonus 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 our proxy
statement filed with the SEC on August 16, 2023.
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
146
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 right 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 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.
Barry M. Gosin, Chief Executive Officer
On February 10, 2023, Mr. Gosin entered into an amended and restated employment agreement with Newmark OpCo and Newmark Holdings. In connection
with the employment agreement, the Compensation Committee approved (i) for a term through at least 2024, with the term running through 2025, an annual cash bonus
of $1,500,000; (ii) an upfront advance award of four tranches of 1,145,475 Newmark NPSUs each (calculated by dividing $10,000,000 by the Company’s stock price of
$8.73 on February 10, 2023) attributable to each year of the term and (iii) the continued ability to receive discretionary bonuses, if any, subject to approval of the
Compensation Committee. In accordance with his employment agreement, Mr. Gosin’s non-exchangeable NPSUs award has the following features: (i) 25% of such
non-exchangeable NPSUs shall convert into non-exchangeable PSUs, with the first 25% installment effective as of April 1, 2023 and the remaining three 25%
installments effective as of December 31 of 2023 through 2025, as adjusted upwards by dividing such number of NPSUs by the then-current exchange ratio upon the
applicable December 31, provided that, as of each applicable December 31: (x) Newmark, inclusive of its affiliates, earns, in the aggregate, at least $10,000,000 in gross
revenues in the calendar quarter in which the applicable award of PSUs is to be granted and (y) Mr. Gosin is still performing substantial services exclusively for
Newmark or an affiliate, has not given notice of termination of his services except for circumstances set forth in Mr. Gosin’s employment agreement, and has not
breached his obligations under the Newmark Holdings limited partnership agreement; and (ii) such PSUs as converted from NPSUs shall become exchangeable in
ratable portions beginning December 31, 2023 and ending December 31, 2029, in accordance with the terms and conditions as set forth in Mr. Gosin’s employment
agreement. 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 February 14, 2023
and is described in detail therein.
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 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 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
147
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 Spin-Off in November 2018).
Michael J. Rispoli, Chief Financial Officer
On September 29, 2022, Michael Rispoli, Newmark’s Chief Financial Officer, 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, divided into tranches of 100,000 RSUs each that vest on a seven-year schedule; and (ii) an award of 250,000 Newmark RSUs, divided into tranches of 50,000
RSUs each that vest on a seven-year schedule. 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 October 3, 2022 and is described in detail therein.
In connection with signing the employment agreement on September 29, 2022, Mr. Rispoli received immediate exchangeability on 25% of his then currently
held 88,079 non-exchangeable PSUs and 87,049 non-exchangeable PPSUs (such 25% totaled 23,560 PPSUs with a value of $283,527 and 20,221 PSUs), and will
receive monetization rights on another 25% of such units held as of September 29, 2022, split pro rata into one-fifth (1/5) increments, on or as soon as practicable after
October 1 of each of 2023-2027, to the extent such units had not previously been given monetization rights, with each monetization contingent upon Mr. Rispoli
performing substantial services exclusively for us or any affiliate, remaining a partner in Newmark Holdings, and complying with the terms of his employment
agreement and any of his obligations to Newmark Holdings, us or any affiliate through such dates.
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).
Stephen M. Merkel, Chief Legal Officer
On April 27, 2021, the Compensation Committee approved an additional monetization opportunity for Stephen Merkel, Chief Legal Officer: (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.
2021 Equity Event
The specific transactions approved by the Compensation Committee, in connection with the 2021 Equity Event, with respect to our executive officers are set
forth below. All of the transactions included in the 2021 Equity Event with respect to Messrs. Lutnick, Gosin and Rispoli, are 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 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-current 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 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-Rights 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
148
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 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-current 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 “Executive Compensation” in our proxy statement filed August 16, 2023 for additional
information and definitions.
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’s
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.
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.
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 their 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.
Transactions Related to Ordinary Course Real Estate Services
On November 4, 2020, the Audit Committee 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.
Investment in CF Real Estate Finance Holdings, L.P.
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 December 31, 2022, Newmark’s investment
was accounted for under the equity method (see Note 7 — “Investments”). Newmark held a redemption option in which Real Estate LP would 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.
149
In December 2022, the Audit Committee authorized a subsidiary of Newmark to rescind its July 20, 2022 written notice exercising the optional redemption of
its 27.2% ownership interest in Real Estate LP and amend the joint venture agreement between Newmark and Real Estate LP to provide for a redemption option for this
investment after July 1, 2023, with proceeds to be received within 20 days of the redemption notice. A payment of a $44.0 thousand administrative fee was made to
Newmark in connection with such amendment. On July 1, 2023, Newmark exercised its redemption option and received payment of $105.5 million from Cantor during
the year ended December 31, 2023, terminating Newmark’s interest in Real Estate LP.
(d)
Other Related Party Transactions
Payables to related parties were $6.6 million and $9.7 million as of December 31, 2023 and December 31, 2022, 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 19 — “Debt.”
On November 30, 2018, Newmark entered into 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%.
In February 2019, the 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 December 20, 2023, the Company drew $130.0 million of Newmark Revolving Loans available under the Cantor Credit Agreement. The Company used
the proceeds from such borrowing, along with cash on hand, to repay the principal and interest related to all of the remaining balance under the Credit Facility.
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 Executive 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.
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. In June 2023, the sublease was extended three months to September 30, 2023. As of December 31, 2023 the sublease has been terminated. Newmark
received $0.7 million and $1.0 million for the years ended December 31, 2023 and 2022, respectively.
Transactions with 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. There were no related fees paid for the years ended December 31, 2023, 2022, and 2021.
150
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. The 6.125%
Senior Notes to which this registration statement on Form S-3 related matured on November 15, 2023.
Placement Agent Authorization with CF&Co
On August 8, 2023, the Audit Committee authorized Newmark to engage CF&Co as a non-exclusive placement agent on behalf of Newmark or its subsidiaries in
connection with certain capital markets transactions (with the ability to also mandate certain third-party banks as additional advisors and co-placement agents alongside
CF&Co), pursuant to customary terms and conditions, including percentage of proceeds, and provided the terms are no less favorable to Newmark than terms that an
unaffiliated third-party investment bank would provide to Newmark in similar transactions.
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 or terminated partners are permitted by us
to exchange any portion of their Founding Partner units and Cantor consents to such exchangeability, we will offer to Cantor the opportunity for Cantor to purchase the
same number of new exchangeable limited partnership interests in Newmark Holdings at the price that Cantor would have paid for exchangeable limited partnership
interests in the event we had redeemed the Founding Partner units; and (2) the exchangeable limited partnership interests to be offered to Cantor pursuant to clause (1)
above would be subject to, and granted in accordance with, applicable laws, rules and regulations then in effect.
If Cantor acquires any units as a result of the purchase or redemption by Newmark Holdings of any Founding Partner interests, Cantor will be entitled to the
benefits (including distributions) of the units it acquires from the date of termination or bankruptcy of the applicable Founding Partner. In addition, any such units will
be exchangeable by Cantor for a number of shares of our Class B common stock or, at Cantor’s election, shares of our Class A common stock, in each case, equal to the
then-current Exchange Ratio, on the same basis as the limited partnership interests held by Cantor, and will be designated as Newmark Holdings exchangeable limited
partnership interests when acquired by Cantor. The Exchange Ratio was initially one, but is subject to adjustment as set forth in the Separation and Distribution
Agreement and was 0.9231 as of December 31, 2023. This may permit Cantor to receive a larger share of income generated by our business at a less expensive price
than through purchasing shares of our Class A common stock, which is a result of the price payable by Cantor to Newmark.
On April 16, 2023, Cantor purchased from Newmark Holdings an aggregate of (i) 309,631 exchangeable limited partnership interests for aggregate
consideration of $1,282,265 as a result of the redemption of 309,631 Founding Partner interests, and (ii) 38,989 exchangeable limited partnership interests for aggregate
consideration of $166,364 as a result of the exchange of 38,989 Founding Partner interests.
On June 30, 2023, Cantor purchased from Newmark Holdings an aggregate of 74,026 exchangeable limited partnership interests for aggregate consideration of
$310,976 as a result of the redemption of 74,026 Founding Partner interests.
151
As of December 31, 2023 there were 53,168 Founding Partner interests in Newmark Holdings remaining in which the partnership had the right to redeem or
exchange and with respect to which Cantor had the right to purchase an equivalent number of Cantor Units following such redemption or exchange.
First Amendment to Amended and Restated Agreement of Limited Partnership of Newmark Holdings
On March 10, 2023, Newmark Holdings entered into the LPA Amendment to the Newmark Holdings limited partnership agreement. The LPA Amendment
revises certain restrictive covenants pertaining to the “Partner Obligations” and “Competitive Activity” provisions in the Newmark Holdings limited partnership
agreement. Specifically, the LPA Amendment (i) reduces the length of the post-termination period during which a partner must refrain from soliciting or doing business
with customers, soliciting employees, engaging in a “Competing Business” (as defined therein), or otherwise refraining from harming the partnership; and (ii) revises
the scope of the non-compete provisions under the “Partner Obligations” and “Competitive Activity” provisions in the Holdings limited partnership agreement to cover
“Competing Businesses” for which a partner performs the same or similar services as provided to a “Protected Affiliate” (as defined therein) and (a) involving a
product, product line or type, or service of a “Protected Affiliate” within a specific geographic area, (b) involving a “Client” or a “Client Representative” (each as
defined therein) of a Protected Affiliate, or (c) for which the disclosure of confidential information is likely to be inevitable. The LPA Amendment was approved by the
Board of Directors and Audit and Compensation Committees.
Referral Fees to Cantor
In September 2021, the Audit Committee authorized Newmark and its subsidiaries to pay referral fees to Cantor and its subsidiaries (other than Newmark and
its subsidiaries) in respect of referred business, pursuant to ordinary course arrangements in circumstances where Newmark would customarily pay referral fees to
unrelated third parties and where Newmark is paying a referral fee to Cantor in an amount that is no more than the applicable percentage rate set forth in Newmark’s
intra-company referral policies, as then in effect, with such fees to be at referral rates no less favorable to Newmark than would be paid to unrelated third parties.
Acquisition of Spring11 Ownership Interest from Cantor
In February 2023, Newmark’s subsidiary, Newmark S11, entered into an equity purchase agreement with CFS11, a subsidiary of Cantor, pursuant to which
Newmark acquired CFS11’s 33.78% ownership interest in Newmark S11 LP, LLC, the joint venture that owns a controlling interest in Spring11, for a total purchase
price of $11,530,598. CFS11’s 33.78% ownership in Newmark S11 LP, LLC was 25.62% of Spring11’s economic interest. The transaction, which also included
Newmark S11 buying the remaining noncontrolling interests from other third-party owners on substantially the same terms, resulted in Newmark S11 owning 100% of
Spring11. The CFS11 transaction was approved by the Audit Committee.
Master Repurchase Agreement
On August 2, 2021, Newmark OpCo entered into a Master Repurchase Agreement with CF Secured, pursuant to which Newmark could seek, from time-to-
time, to execute short-term secured financing transactions. The Company, under this agreement, could seek to sell securities, in this case common shares of Nasdaq,
owned by the Company, to CF Secured, 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 this 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. Amounts of $140.0 million repaid to CF Secured and the $106.7 million loaned from CF Secured are included in “Repurchase
agreements and securities loaned” on the accompanying consolidated statements of cash flows for the years ended December 31, 2022 and 2021, respectively. There
were no repurchase agreements and securities loaned in the consolidated statements of cash flows for the year ended December 31, 2023.
Services Agreement with Cantor Fitzgerald Europe for the Provision of Real Estate Investment Banking Services
On February 21, 2024, the Audit Committee of the Company authorized NHL, a subsidiary of Newmark, to enter into an agreement with CFE pursuant to which
CFE will employ and support an individual to enhance Newmark’s capital markets platform by providing real estate investment banking services for the benefit of
Newmark’s client. Under this agreement, NHL will reimburse CFE for the individual’s fully allocated costs, plus a mark-up of seven percent (7%) and CFE will be
entitled to ten percent (10%) of revenues generated by such individual on behalf of Newmark. In addition, the Audit Committee of the Company authorized NHL to
include additional individuals to perform such services on substantially the same terms; provided that, in any case, the mark-up charged for such additional individuals
is between 3.0% and 7.5%, depending on the level of support required for such individuals.
(25) Income Taxes
152
The accompanying 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 UBT in
New York City, Connecticut and other jurisdictions. 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 in Newmark Holdings and BGC Holdings” for a 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. The provision for income taxes
consisted of the following (in thousands):
Current:
U.S. federal
U.S. state and local
Foreign
UBT
Total
Deferred:
U.S. federal
U.S. state and local
Foreign
UBT
Total
Provision for income taxes
Year Ended December 31,
2023
2022
2021
$
$
$
$
$
28,317
11,634
3,881
2,466
$
38,954
21,394
1,044
5,161
46,298
$
66,553
$
(2,592)
(2,074)
(91)
(438)
(5,195)
41,103
$
$
(18,165)
(5,974)
(131)
(229)
(24,499)
42,054
$
$
93,368
28,392
258
2,291
124,309
81,645
34,675
(38)
2,367
118,649
242,958
Newmark had pre-tax income of $103.5 million, $154.6 million and $1,221.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Newmark had pre-tax income/(loss) from foreign operations of $(8.4) million, $(37.5) million and $4.8 million for the years ended December 31, 2023, 2022 and 2021,
respectively.
Differences between Newmark’s actual income tax expense and the amount calculated utilizing the U.S. federal statutory rates were as follows (in thousands):
Tax expense at federal statutory rate
Non-controlling interest
Incremental impact of foreign taxes compared to the federal rate
Other permanent differences
U.S. state and local taxes, net of U.S. federal benefit
New York City UBT
Section 162(m) compensation deduction limitation
Revaluation of deferred taxes related to ownership changes
Other rate change
Valuation allowance
Prior year true ups
Other
Provision for income tax
Year Ended December 31,
2023
2022
2021
$
$
21,728
(5,909)
(2,127)
(1)
5,872
1,041
5,806
2,752
(1,408)
6,881
7,439
(971)
$
32,467
(11,054)
(270)
(5,270)
4,258
1,045
1,519
5,641
(594)
9,985
3,232
1,095
$
41,103
$
42,054
$
256,430
(57,269)
(557)
850
58,866
4,658
9,227
(26,159)
5,249
5,920
(6,408)
(7,849)
242,958
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the 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.
Significant components of Newmark’s deferred tax asset and liability consisted of the following (in thousands):
153
Deferred tax asset
Basis difference of investments
Deferred compensation
Other deferred and accrued expenses
Net operating loss and credit carry-forwards
Total deferred tax asset
Valuation Allowance
Deferred tax asset, net of allowance
Deferred tax liability
Depreciation and amortization
Other
Deferred tax liability
(1)
Net deferred tax asset
(1)
Before netting within tax jurisdictions.
December 31,
2023
2022
$
$
42,734
125,304
15,944
22,379
206,361
(25,385)
180,976
77,469
3,278
80,747
100,229
$
$
$
$
$
43,122
116,934
13,846
16,126
190,028
(18,504)
171,524
76,835
—
76,835
94,689
Newmark has NOLs in non-U.S. jurisdictions of an approximate tax effected value of $21.9 million, of which $12.1 million has an indefinite life. The rest of
$9.8 million primarily consists of the Canada NOL which has a 20 year life. Management assesses the available positive and negative evidence to determine whether
existing deferred tax assets will be realized. Accordingly, a total valuation allowance of $25.4 million has been recorded against the deferred tax assets, primarily related
to certain NOLs in non-U.S. jurisdictions as it is more likely than not to be realized. Newmark’s deferred tax asset and liability are included on the accompanying
consolidated balance sheets as components of “Other assets” and “Other liabilities” respectively.
The Company files income tax returns in the United States federal jurisdiction and various states, local and foreign jurisdictions. The Company is currently
open to examination by tax authorities in United States federal, state and local jurisdictions and certain non-U.S. jurisdictions for tax years beginning 2020, 2018 and
2020, respectively.
The Company has elected to treat taxes associated with the Global Intangible Low-Taxed Income (GILTI) provision using the Period Cost Method and thus has
not recorded deferred taxes for basis differences under this regime as of December 31, 2023.
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.
A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 is as
follows (in thousands):
Balance, January 1, 2021
Decreases related to a lapse of applicable statute of limitations
Balance, December 31, 2021
Balance, December 31, 2022
Balance, December 31, 2023
$
$
$
208
(208)
—
—
—
As of December 31, 2023 and 2022, 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 consolidated statements of operations. As of
December 31, 2023 and 2022, Newmark did not accrue any unrecognized tax benefits related interest and penalties.
(26) Accounts Payable, Accrued Expenses and Other Liabilities
The accounts payable, accrued expenses and other liabilities consisted of the following (in thousands):
Accounts payable and accrued expenses
December 31, 2023
December 31, 2022
$
266,486
$
208,168
154
Outside broker payable
Payroll taxes payable
Corporate taxes payable
Derivative liability
Right-of-use liabilities
Contingent consideration
Total
Other long-term liabilities consisted of the following (in thousands):
Accrued compensation
Payroll and other taxes payable
Financial guarantee liability
Deferred rent
Contingent consideration
Other
Total
(27) Compensation
70,569
106,247
11,851
21,327
107,084
—
$
583,564
$
82,002
92,247
22,864
9,378
96,860
65
511,584
December 31, 2023
December 31, 2022
$
112,528
59,277
28,551
6,381
25,740
9,264
241,741
$
95,770
59,380
27,729
5,040
8,278
—
196,197
$
$
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 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 400.0 million shares were registered on Forms S-8 as
of December 31, 2023. As of December 31, 2023, awards with respect to 95.8 million shares had been granted and 304.2 million shares were available for future awards
under the Equity Plan. 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 0.9231 as of December 31,
2023.
As a result of a series of transactions prior to and in anticipation of the Corporate Conversion, all BGC Holdings units held by Newmark employees were
redeemed or exchanged, in each case, for shares of BGC Class A common stock.
Newmark incurred compensation expense related to Class A common stock, limited partnership units and RSUs held by Newmark employees as follows (in
thousands):
155
Issuance of common stock and exchangeability expenses
Limited partnership units amortization
RSU amortization
Total compensation expense
Allocations of net income to limited partnership units and FPUs
(1)
Equity-based compensation and allocations of net income to limited partnership units and FPUs
$
2023
2022
2021
Year Ended December 31,
85,918
14,267
24,620
124,805
14,942
139,747 $
92,308
8,322
21,807
122,437
15,875
138,312 $
312,718
(28,351)
16,795
301,162
55,183
356,345
(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:
Balance, January 1, 2022
Issued
Redeemed/exchanged units
Forfeited units/other
Balance, December 31, 2022
(1)
Issued
Redeemed/exchanged units
Forfeited units/other
December 31, 2023
(2)
(1)
Total exchangeable units outstanding :
December 31, 2022
December 31, 2023
(2)
Newmark Holdings
Units
BGC Holdings Units
18,419,613
15,402,041
(2,934,984)
(198,716)
30,687,954
16,092,841
(3,676,057)
(727,772)
42,376,966
7,861,359
12,189,148
8,663,930
25,032
(3,169,063)
(60,511)
5,459,388
1,506
(5,459,895)
(999)
—
2,654,749
—
(1)
(2)
The Limited Partnership Units table above also includes partnership units issued as consideration for acquisitions. As of December 31, 2023, there were 3.1 million such partnership units in Newmark
Holdings outstanding, of which 1.5 million units were exchangeable. As of December 31, 2022, there were 3.9 million such partnership units in Newmark Holdings outstanding, of which 1.5 million units
were exchangeable, and 4.8 million such partnership units in BGC Holdings outstanding, of which 2.5 million were exchangeable.
As of December 31, 2023, the total Limited Partnership Units included 2.0 million Newmark Preferred Units.
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 Newmark Holdings and BGC 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. Subsequent to the Spin-Off but prior to the closing of the Corporate Conversion, there were remaining partners who held limited partnership interests in
BGC Holdings who are Newmark employees. These limited partnership interests represented 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 were exchanged/redeemed, the related capital could 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 were recognized by Newmark.
However, the Newmark Holdings limited partnership interests held by BGC employees are included in the Newmark share count. The BGC Holdings limited
partnership interests held by Newmark employees were included in the BGC share count until the Corporate Conversion.
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:
156
BGC Holdings Units
Newmark Holdings Units
Total
Year Ended December 31,
2023
2022
2021
127,960
11,232,651
11,360,611
142,194
9,234,602
9,376,796
13,803,080
36,378,049
50,181,129
Compensation expense related to the issuance of Newmark or BGC Class A common stock and grants of exchangeability on Newmark Holdings and BGC
Holdings (prior to the Corporate Conversion) limited partnership units to Newmark employees is as follows (in thousands):
Issuance of common stock and exchangeability expenses
Year Ended December 31,
2023
2022
2021
$
85,918 $
97,031 $
317,281
Limited partnership units with a post-termination payout held by Newmark employees are as follows (dollars in thousands):
Notional Value
Estimated fair value of the post-termination payout
Outstanding limited partnership units in Newmark Holdings
Outstanding limited partnership units in Newmark Holdings - unvested
Outstanding limited partnership units in BGC Holdings
(1)
(1)
Included in “Other long-term liabilities” on the accompanying consolidated balance sheets.
$
$
December 31, 2023
December 31, 2022
$
$
158,594
54,950
16,704,405
4,856,908
—
144,045
42,706
14,277,213
2,155,668
44,928
Compensation expense related to limited partnership units held by Newmark employees with a post-termination pay-out amount is recognized over the service
period. These units can vest for periods up to seven years from the grant date. Newmark recognized compensation expense related to these limited partnership units that
were not redeemed as follows (in thousands):
Limited partnership units amortization
Year Ended December 31,
2023
2022
2021
$
14,267
$
8,322
$
(28,351)
The grant of exchange rights of HDUs to Newmark employees are as follows (in thousands):
Notional Value
Estimated fair value of limited partnership units
(1)
(1)
Included in “Other long-term liabilities” on the accompanying consolidated balance sheets.
December 31, 2023
December 31, 2022
$
$
1,254
1,135
$
$
8,189
8,065
During the year ended December 31, 2023, there was no compensation expense related to these limited partnership units held by Newmark employees.
During the years ended December 31, 2022 and 2021, there was $(4.7) million and $(4.6) million of compensation expense (benefit), respectively, related to
these limited partnership units held by Newmark employees.
During the years ended December 31, 2023, 2022 and 2021, Newmark employees were granted 4.5 million, 4.4 million and 3.7 million N Units, respectively.
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 while they remain unvested. Upon vesting, which occurs if certain thresholds are met, the N Units are subsequently 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. During the years ended December 31, 2023 and 2022, 11.6 million and 11.8 million N Units, respectively, were
converted into distribution earning limited partnership units.
157
(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):
Balance, January 1, 2022
Granted
Settled units (delivered shares)
Forfeited units
Balance, December 31, 2022
Granted
Settled units (delivered shares)
Forfeited units
Balance, December 31, 2023
Newmark RSUs
(1)
Weighted-
Average
Grant Date
Fair Value
Per Share
Fair
Value
Amount
BGC RSUs
(2)
Weighted-
Average
Remaining
Contractual
Term (Years)
Restricted
Stock
Units
Weighted-
Average
Grant Date
Fair Value
Per Share
Fair
Value
Amount
Weighted-
Average
Remaining
Contractual
Term (Years)
8.30 $
12.15
8.33
10.11
9.39 $
6.82
9.03
9.14
8.59 $
89,025
40,710
(20,526)
(3,474)
105,735
28,594
(24,461)
(5,617)
104,251
4.96
4.75
4.01
5,375 $
4,191
(2,638)
—
6,928 $
—
(2,045)
—
4,883 $
3.85 $
4.28
3.69
—
4.17 $
—
4.05
—
4.22 $
21
18
(10)
—
29
—
(8)
—
21
1.16
1.62
0.87
Restricted
Stock
Units
10,721,457 $
3,350,516
(2,464,570)
(343,541)
11,263,862 $
4,192,685
(2,708,902)
(614,540)
12,133,105 $
(1)
Beginning January 1, 2018, Newmark began granting Newmark RSUs to Newmark employees with the awards vesting ratably over the two- to nine-year vesting period into shares of Newmark Class A
common stock.
(2)
BGC RSUs generally vest over a two to three year period.
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):
RSU amortization
Year Ended December 31,
2023
2022
2021
$
24,620
$
21,807
$
16,795
As of December 31, 2023, there was $67.9 million total unrecognized compensation expense related to unvested Newmark RSUs.
(28) Commitments and Contingencies
(a) Contractual Obligations and Commitments
The following table summarizes certain of Newmark’s contractual obligations at December 31, 2023 (in thousands):
(1)
Operating leases
Warehouse facilities
Debt
Interest on debt
(4)
(3)
(2)
Interest on warehouse facilities
(5)
Total
Total
Less than 1 Year
1-3 Years
3-5 Years
More than 5 Years
$
$
$
840,201
498,631
550,000
1,305
1,740
$
136,958
498,631
—
—
1,740
$
267,694
—
550,000
1,305
—
$
227,764
—
—
—
—
1,891,877
$
637,329
$
818,999
$
227,764
$
207,785
—
—
—
—
207,785
(1)
(2)
(3)
Operating leases are related to rental payments under various non-cancelable leases principally for office space.
Warehouse facilities are collateralized by $528.9 million of loans held for sale, at fair value (see Note 18 – “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises”
which loans were either under commitment to be purchased by Freddie Mac or had confirmed forward trade commitments for the issuance of and purchase of Fannie Mae or Ginnie Mae
mortgage-backed securities.
Debt reflects long-term borrowings of $550.0 million which include $420.0 million outstanding under the Delayed Draw Term Loan and $130.0 million outstanding under the Cantor Credit
Agreement. The carrying amount of long-term debt was approximately $547.3 million in the aggregate, which includes $417.3 million under the Delayed Draw Term Loan and $130.0 million
under the Cantor Credit Agreement. (See Note 19 – “Debt”).
158
(4)
(5)
Reflects interest on the $550.0 million of long-term debt, which includes $420.0 million outstanding under the Delayed Draw Term Loan and $130.0 million outstanding under the Cantor Credit
Agreement from December 31, 2023 through the refinancing of those amounts on January 12, 2024 with the proceeds of the 7.500% Senior Notes. See Note 29 - “Subsequent Events.”
Interest on the warehouse facilities collateralized by U.S. Government Sponsored Enterprises was projected by using the one-month SOFR rate plus their respective additional basis points,
primarily 130 basis points above SOFR and 115 basis points above SOFR, applied to their respective outstanding balances as of December 31, 2023, through their respective maturity dates. Their
respective maturity dates range from June 2024 to October 2024, while one line has an open maturity date. The notional amount of these committed and uncommitted warehouse facilities was
$3.0 billion at December 31, 2023. See Note 18 – “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises.”
As of December 31, 2023 and December 31, 2022, 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 2019 through 2023 with contingent cash consideration of $25.7 million. The contingent equity instruments and cash
liability is recorded at fair value in “Accounts payable, accrued expenses and other liabilities” on Newmark’s 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.
(29) Subsequent Events
On January 12, 2024, Newmark closed its offering of $600.0 million aggregate principal amount of 7.500% Senior Notes. The notes are general senior
unsecured obligations of Newmark. The 7.500% Senior Notes were offered and sold in a private offering exempt from the registration requirements under the Securities
Act. Customary registration rights were provided to purchasers of the 7.500% Senior Notes. The Company received net proceeds from the offering of the 7.500%
Senior Notes of approximately $594.7 million after deducting the initial purchasers’ discounts and estimated offering expenses. The notes bear interest at a rate of
7.500% per year, payable in cash on January 12 and July 12 of each year, commencing July 12, 2024. The 7.500% Senior Notes will mature on January 12, 2029. The
Company used the net proceeds to repay all of the $420.0 million then-outstanding under its Delayed Draw Term Loan Credit Agreement. Additional net proceeds were
used to repay $130.0 million of outstanding revolving debt, under the Cantor Credit Agreement.
159
On February 21, 2024, Newmark declared a qualified quarterly dividend of $0.03 per share payable on March 22, 2024 to Class A and Class B common
stockholders of record as of March 8, 2024. The ex-dividend date will be March 7, 2024.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Newmark Group, Inc. maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by Newmark Group,
Inc. is recorded, processed, accumulated, summarized and communicated to its management, including its Executive Chairman and its Chief Financial Officer, to allow
timely decisions regarding required disclosures, and reported within the time periods specified in the SEC’s rules and forms. The Executive Chairman and the Chief
Financial Officer have performed an evaluation of the effectiveness of the design and operation of Newmark Group, Inc.’s disclosure controls and procedures as of
December 31, 2023. Based on that evaluation, the Executive Chairman and the Chief Financial Officer concluded that Newmark Group, Inc’s disclosure controls and
procedures were effective as of December 31, 2023.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Executive Chairman and our Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based upon criteria set forth in the Internal
Control —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Our internal control over
financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. The effectiveness of our internal control over financial
reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is
included in this Annual Report on Form 10-K.
Based on the results of our 2023 evaluation, our management concluded that our internal control over financial reporting was effective as of December 31,
2023. We reviewed the results of management’s assessment with our Audit Committee.
Management has excluded the acquisition of Gerald Eve, which did not have a material effect on our financial condition, results of operations or cash flows in
2023. However, we do anticipate that this acquisition will be included in management’s assessment of internal control over financial reporting and our audit of internal
controls over financial reporting for 2024. Gerald Eve is included in our 2023 consolidated financial statements and constituted 4.34% and 7.87% of total and net assets,
respectively, as of December 31, 2023 and 3.71% of revenues for the year then ended.
Such report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
Changes in Internal Control over Financial Reporting
During the year ended December 31, 2023, there were no changes in our internal control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2023, none of the Company’s directors or executive officers informed the Company of the adoption or termination of a
“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
160
Not Applicable.
161
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information appearing under “Election of Directors,” “Information About Our Executive Officers,” and “Code of Ethics and Whistleblower Procedures” in
the definitive Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) is hereby incorporated by reference in response
to this Item 10. We anticipate that we will file the 2024 Proxy Statement with the SEC on or before May 1, 2024.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Information” and
“Compensation Committee Interlocks and Insider Participation” in the 2024 Proxy Statement is hereby incorporated by reference in response to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information appearing under “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information as of
December 31, 2023” in the 2024 Proxy Statement is hereby incorporated by reference in response to this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information appearing under “Certain Relationships and Related Transactions, and Director Independence” and “Independence of Directors” in the 2024
Proxy Statement is hereby incorporated by reference in response to this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information appearing under “Independent Registered Public Accounting Firm Fees” and “Audit Committee’s Pre-Approval Policies and Procedures” in
the 2024 Proxy Statement is hereby incorporated by reference in response to this Item 14.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements. The consolidated financial statements required to be filed in this Annual Report on Form 10-K are included in Part II, Item 8
hereof.
(a) (3) The Exhibit Index set forth below is incorporated by reference in response to this Item 15.
The following exhibits are filed as part of this Annual Report on Form 10-K as required by Regulation S-K. The exhibits designated by an dagger (†) are
management contracts and compensatory plans and arrangements required to be filed as exhibits to this Annual Report on Form 10-K. Certain schedules and exhibits
designated by one asterisk (*) have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. Certain schedules and exhibits designated by
two asterisks (**) have annexes, schedules and/or exhibits that have been omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. Newmark
agrees to furnish a supplemental copy of any omitted attachment to the SEC on a confidential basis upon request.
Exhibit
Number
2.1**
3.1
EXHIBIT INDEX
Exhibit Title
Amended and Restated Separation and Distribution Agreement, dated as of November 23, 2018, by and among Cantor Fitzgerald, L.P., BGC Partners,
Inc., BGC Holdings, L.P., BGC Partners, L.P., BGC Global Holdings, L.P., Newmark Group, Inc., Newmark Holdings, L.P. and Newmark Partners, L.P.
(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 27, 2018)
Amended and Restated Certificate of Incorporation of Newmark Group, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report
on Form 8-K filed with the SEC on December 19, 2017)
162
3.2
4.1
4.2
4.3
4.4
10.1†
10.2**
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Amended and Restated Bylaws of Newmark Group, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed
with the SEC on December 19, 2017)
Description of Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended
Indenture, dated as of November 6, 2018, between Newmark Group, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2018)
Second Supplemental Indenture, dated as of January 12, 2024, between Newmark Group, Inc. and Regions Bank, as trustee (incorporated by reference to
Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 12, 2024)
Form of Newmark Group, Inc. 7.500% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on January 12, 2024)
Employment Agreement, dated February 10, 2023, by and among Barry Gosin, Newmark Holdings, L.P. and Newmark Partners, L.P. (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023)
Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
Amendment, dated as of March 10, 2023, to the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P., dated as of
December 13, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 14, 2023)
Amended and Restated Agreement of Limited Partnership of Newmark Partners, L.P., dated as of December 13, 2017 (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Newmark Partners, L.P., dated as of March 14, 2018 (incorporated by
reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 20, 2018)
Second Amended and Restated Limited Partnership Agreement of Newmark Partners, L.P., dated as of June 19, 2018 (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2018)
Third Amended and Restated Agreement of Limited Partnership of Newmark Partners, L.P., dated as of September 26, 2018 (incorporated by reference
to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 28, 2018)
Registration Rights Agreement, dated as of December 13, 2017, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc. and Newmark Group, Inc.
(incorporated by reference as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
Administrative Services Agreement, dated as of December 13, 2017, by and among Cantor Fitzgerald, L.P. and Newmark Group, Inc. (incorporated by
reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.10
Tax Matters Agreement, dated as of December 13, 2017, by and among BGC Partners, Inc., BGC Holdings, L.P., BGC Partners, L.P., Newmark Group,
Inc., Newmark Holdings, L.P. and Newmark Partners, L.P. (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K
filed with the SEC on December 19, 2017)
163
10.11
10.12
Tax Receivable Agreement, dated as of December 13, 2017, by and between Cantor Fitzgerald, L.P. and Newmark Group, Inc. (incorporated by reference
to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
Exchange Agreement, dated as of December 13, 2017, by and among Cantor Fitzgerald, L.P., BGC Partners, Inc. and Newmark Group, Inc.
(incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.13†
Change of Control Agreement, dated as of December 13, 2017, by and between Newmark Group, Inc. and Howard W. Lutnick (incorporated by
reference to Exhibit 10.20 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
10.14†
10.15†
10.16†
Retention Bonus Agreement by and between Howard W. Lutnick and Newmark Group, Inc. dated as of December 28, 2021 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 30, 2021)
Employment Agreement, dated September 29, 2022, by and among Michael Rispoli, Newmark Holdings, L.P. and Newmark Partners, L.P. (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2022)
Letter Agreement, effective as of December 1, 2017, by and between Barry M. Gosin and BGC Holdings, L.P. (incorporated by reference to Exhibit
10.27 of Amendment No. 3 to the Registration Statement on Form S-1 of Newmark Group, Inc. filed with the SEC on December 4, 2017)
10.17†
Newmark Group, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Current Report on Form 8-K filed with
the SEC on December 19, 2017)
10.18†
Newmark Group, Inc. Incentive Bonus Compensation Plan (incorporated by reference to Exhibit 10.25 to the Registrant’s Current Report on Form 8-K
filed with the SEC on December 19, 2017)
10.19†
Newmark Holdings, L.P. Participation Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s Current Report on Form 8-K filed with the
SEC on December 19, 2017)
10.20
10.21
10.22
10.23
10.24
Amended and Restated Credit Agreement, dated as of March 19, 2018, by and between BGC Partners, Inc. and Newmark Group, Inc. (incorporated by
reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 20, 2018)
Credit Agreement, dated as of November 30, 2018, between Newmark Group, Inc. and Cantor Fitzgerald, L.P.(incorporated by reference as Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed with the SEC on November 30, 2018)
First Amendment, dated December 20, 2023, to the Credit Agreement, dated as of November 30, 2018, by and between Newmark Group, Inc. and Cantor
Fitzgerald, L.P. (incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 21, 2023)
Credit Agreement, dated as of November 28, 2018, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as
Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 30, 2018)
First Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among Newmark Group, Inc., as Borrower,
certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of
America, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the SEC
on March 1, 2021)
10.25
Master Repurchase Agreement, dated August 2, 2021, by and between Newmark Partners, L.P. and CF Secured LLC (incorporated by reference as
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021)
164
10.26
10.27*
10.28
Amended and Restated Credit Agreement, dated as of March 10, 2022, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the
Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 14, 2022)
Delayed Draw Term Loan Agreement, dated as of August 10, 2023, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the
Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative
Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2023)
Consent Letter, dated December 20, 2023, related to the Delayed Draw Term Loan Agreement, dated as of August 10, 2023, by and among Newmark
Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as
Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on December 21, 2023)
10.29
Registration Rights Agreement, dated as of January 12, 2024, between Newmark Group, Inc. and the parties named therein (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 12, 2024)
21.1
List of subsidiaries of Newmark Group, Inc.
23.1
Consent of Ernst & Young LLP
31.1
Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification by the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
101
Compensation Recovery Policy of Newmark Group, Inc.
The following materials from Newmark Group, Inc.’s Annual Report on Form 10-K for the period ended December 31, 2023 are formatted in inline
eXtensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the
Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash
Flows and (vi) Notes to the Consolidated Financial Statements. The XBRL Instance Document does not appear in the Interactive Data File because its
XBRL tags are embedded within the iXBRL document
104
The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL (included in Exhibit 101)
ITEM 16. FORM 10-K SUMMARY
Not Applicable.
165
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K
for the fiscal year ended December 31, 2023 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of February, 2024.
SIGNATURES
Newmark Group, Inc.
By:
Name:
Title:
/s/ Howard W. Lutnick
Howard W. Lutnick
Executive Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on
behalf of the registrant, Newmark Group, Inc., in the capacities and on the date indicated.
Signature
Capacity in Which Signed
Date
Executive Chairman
(Principal Executive Officer)
February 29, 2024
Chief Executive Officer
February 29, 2024
/s/ Howard W. Lutnick
Howard W. Lutnick
/s/ Barry Gosin
Barry Gosin
/s/ Michael J. Rispoli
Michael J. Rispoli
/s/ Virginia S. Bauer
Virginia S. Bauer
Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
February 29, 2024
February 29, 2024
February 29, 2024
/s/ Kenneth A. McIntyre
Director
Kenneth A. McIntyre
/s/ Jay Itzkowitz
Jay Itzkowitz
Director
February 29, 2024
166
Exhibit 4.1
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
The following summary is a description of the material terms of Newmark Group, Inc.’s, capital stock. When we use the words “Newmark,” “we,” “us,” “our”
or the “Company,” we are referring to Newmark Group, Inc. The following descriptions of our Class A common stock, par value $0.01 per share, which we refer to as
our “Class A common stock”, Class B common stock, par value $0.01 per share, which we refer to as our “Class B common stock”, preferred stock, par value $0.01
per share, which we refer to as our “preferred stock,” and the relevant provisions of our amended and restated certificate of incorporation, which we refer to as our
“certificate of incorporation,” and our amended and restated bylaws, which we refer to as our “bylaws,” are summaries thereof and are qualified in their entirety by
reference to our certificate of incorporation and bylaws. Copies of our certificate of incorporation and our bylaws are incorporated by reference to Exhibits 3.1 and
3.2, respectively, to our Current Report on Form 8-K filed on December 19, 2017.
Our Capital Stock
The following descriptions of our Class A common stock, par value $0.01 per share, which we refer to as our “Class A common stock”, Class B common stock,
par value $0.01 per share, which we refer to as our “Class B common stock”, preferred stock and the relevant provisions of our certificate of incorporation and bylaws
are summaries thereof and are qualified in their entirety by reference to our certificate of incorporation and bylaws, copies of which are incorporated by reference as
exhibits to our Annual Report on Form 10-K for the year ended December 31, 2023 of which this Exhibit 4.1 is a part, and applicable law.
Our authorized capital stock consists of 1,500,000,000 shares of common stock, consisting of 1,000,000,000 shares of our Class A common stock and
500,000,000 shares of our Class B common stock, and 50,000,000 shares of preferred stock, par value $0.01 per share.
Common Stock
As of February 26, 2024, there were 151,384,467 shares of our Class A common stock outstanding and 21,285,533 shares of our Class B common stock
outstanding. The holders of our Class A common stock are generally entitled to one vote per share on all matters to be voted upon by the stockholders as a group,
entitling holders of our Class A common stock to approximately 41.6% of our voting power as of such date, and do not have cumulative voting rights. The holders of
our Class B common stock are generally entitled to ten votes per share on all matters to be voted upon by the stockholders as a group, entitling holders of our Class B
common stock to 58.4% of our voting power as of such date, and do not have cumulative voting rights. Cantor Fitzgerald, L.P, which we refer to as “Cantor,” and CF
Group Management, Inc., the managing general partner of Cantor, and an entity controlled by our Executive Chairman, Howard W. Lutnick, which we refer to as
“CFGM,” are the only holders of our Class B common stock. Our Class B common stock generally votes together with our Class A common stock on all matters
submitted to the vote of our stockholders. Our Class B common stock shall be issued only to (1) Cantor, (2) any entity controlled by Cantor or by Mr. Lutnick, or (3)
Mr. Lutnick, his spouse, his estate, any of his descendants, any of his relatives or any trust established for his benefit or for the benefit of his spouse, any of his
descendants or any of his relative, which we refer to as the “Qualified Class B Holders.”
Each share of our Class A common stock is equivalent to a share of our Class B common stock for purposes of economic rights. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of shares of our Class A common stock and Class B common stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by our board of directors out of funds legally available therefor. In the event of our liquidation, dissolution or
winding up, the holders of shares of our Class A common stock and Class B common stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
Our certificate of incorporation provides that each share of the Class B common stock is convertible at any time, at the option of the holder, into one share of the
Class A common stock. Holders of shares of Class A common stock will not have the right to convert shares of Class A common stock into shares of Class B common
stock unless such right is provided for by Newmark pursuant to an agreement. Pursuant to the Exchange Agreement by and among Newmark, BGC Partners, Inc.,
which we refer to as BGC Partners, and Cantor, dated as of December 13, 2017, any Qualified Class B Holder entitled to hold Class B common stock under our
certificate of incorporation has the right to exchange at any time and from time to time, on a one-to-one basis, shares of our Class A common stock
1
now owned or subsequently acquired by such persons for shares of our Class B common stock, up to the number of shares of Class B common stock that are authorized
but unissued under our certificate of incorporation. Our certificate of incorporation does not provide for automatic conversion of shares of Class B common stock into
shares of Class A common stock upon the occurrence of any event.
None of the shares of our Class A common stock or Class B common stock has any pre-emptive or other subscription rights. There will be no redemption or
sinking fund provisions applicable to shares of our Class A common stock or Class B common stock. All outstanding shares of our Class A common stock and Class B
common stock are fully paid and non-assessable.
Preferred Stock
Our board of directors has the authority to cause us to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and
rights, and the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, terms of redemption, redemption prices, conversion rights and
liquidation preferences of the shares constituting any class or series, without further vote or action by the stockholders. The issuance of our preferred stock pursuant to
such “blank check” provisions may have the effect of delaying, deferring or preventing a change of control of us without further action by our stockholders and may
adversely affect the voting and other rights of the holders of shares of our Class A common stock. At present, we have no plans to issue any preferred stock.
Anti-Takeover Effects of Delaware Law, Our Certificate of Incorporation and Bylaws and the Outstanding Notes
Some provisions of the Delaware General Corporation Law, which we refer to as the “DGCL,” and our certificate of incorporation and bylaws, could make the
following more difficult:
•
•
•
acquisition of us by means of a tender offer;
acquisition of us by means of a proxy contest or otherwise; or
removal of our incumbent officers and directors.
The provisions, summarized above and below, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also
primarily designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased
protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us and outweigh the
disadvantages of discouraging those proposals because negotiation of them could result in an improvement of their terms.
Delaware Anti-Takeover Law
We have elected pursuant to our certificate of incorporation not to be subject to Section 203 of the DGCL, which generally prohibits a publicly held Delaware
corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock, for a period of
three years following the date on which the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in
which the person became an interested stockholder is approved in accordance with Section 203. Accordingly, we are not subject to the anti-takeover effects of
Section 203. However, our certificate of incorporation contains certain provisions that have the same effect as Section 203, except that they provide that each of the
Qualified Class B Holders, any of their respective affiliates and certain of their direct transferees will not be deemed to be “interested stockholders,” and accordingly
will not be subject to such restrictions.
Certificate of Incorporation and Bylaws
Our bylaws provide that special meetings of stockholders may be called only by the Chairman of our board of directors, or in the event the Chairman of our board
of directors is unavailable, by the Chief Executive Officer or by the holders of a majority of the voting power of our Class B common stock, which is held by Cantor
and CFGM. In addition, as discussed above, our certificate of incorporation permits us to issue “blank check” preferred stock.
Our bylaws require advance written notice prior to a meeting of our stockholders of a proposal or director nomination which a stockholder desires to present at
such a meeting, which generally must be received by our Secretary not later than 120 days prior to the first anniversary of the date of our proxy statement for the
preceding year’s annual meeting. Our bylaws provide that all amendments to our bylaws must be approved by either the holders of a majority of the voting power of all
of our outstanding capital stock entitled to vote or by a majority of our board of directors.
Corporate Opportunity
Our certificate of incorporation provides that, to the greatest extent permitted by law, no Cantor Company or BGC Partners Company, each as defined below, or
any of the representatives, as defined below, of a Cantor Company or BGC Partners Company will, in its capacity as our stockholder or affiliate, owe or be liable for
breach of any fiduciary duty to us or any of our stockholders. In addition, to the greatest extent permitted by law, none of any Cantor Company, BGC Partners Company
or any of their respective representatives will owe any duty to refrain from engaging in the same or similar activities or lines of business as us or our representatives or
doing business with any of our or our representatives’ clients or customers. If any Cantor Company, BGC Partners Company or any of their respective representatives
acquires knowledge of a potential transaction or matter that may be a corporate opportunity (as defined below) for any such person, on the one hand, and us or any of
our representatives, on the other hand, such person will have no duty to communicate or offer such corporate opportunity to us or any of our representatives, and will
not be liable to us, any of our stockholders or any of our representatives for breach of any fiduciary duty by reason of the fact that they pursue or acquire such corporate
opportunity for themselves, direct such corporate opportunity to another person or do not present such corporate opportunity to us or any of our representatives, subject
to the requirement described in the following sentence. If a third party presents a corporate opportunity to a person who is both our representative and a representative
of a Cantor Company and/or a BGC Partners Company, expressly and solely in such person’s capacity as our representative, and such person acts in good faith in a
manner consistent with the policy that such corporate opportunity belongs to us, then such person will be deemed to have fully satisfied and fulfilled any fiduciary duty
that such person has to us as our representative with respect to such corporate opportunity, provided that any Cantor Company, any BGC Partners Company or any of
their respective representatives may pursue such corporate opportunity if we decide not to pursue such corporate opportunity.
No contract, agreement, arrangement or transaction between any Cantor Company, any BGC Partners Company or any of their respective representatives, on the
one hand, and us or any of our representatives, on the other hand, will be void or voidable solely because any Cantor Company, any BGC Partners Company or any of
their respective representatives has a direct or indirect interest in such contract, agreement, arrangement or transaction, and any Cantor Company, any BGC Partners
Company or any of their respective representatives (i) shall have fully satisfied and fulfilled its duties and obligations to us and our stockholders with respect thereto,
and (ii) shall not be liable to us or our stockholders for any breach of any duty or obligation by reason of the entering into, performance or consummation of any such
contract, agreement, arrangement or transaction, if:
•
such contract, agreement, arrangement or transaction is approved by our board of directors or any committee thereof by the affirmative vote of a
majority of the disinterested directors, even if the disinterested directors constitute less than a quorum;
•
such contract, agreement, arrangement or transaction is approved by our stockholders by the affirmative vote of a majority of the voting power of all
of our outstanding shares of capital stock entitled to vote thereon, excluding from such calculation shares of capital stock that are beneficially owned
(as such term is defined in Rule 16a-1(a)(2) promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, by a Cantor Company or a BGC Partners Company, respectively; or
•
such contract, agreement, arrangement or transaction, judged according to the circumstances at the time of the commitment, is fair to us.
While the satisfaction of the foregoing conditions shall be sufficient to show that any Cantor Company, any BGC Partners Company or any of their respective
representatives (i) shall have fully satisfied and fulfilled its duties and obligations to us and our stockholders with respect thereto, and (ii) shall not be liable to us or our
stockholders for any breach of any duty or obligation by reason of the entering into, performance or consummation of any such contract, agreement, arrangement or
transaction, none of the foregoing conditions shall be required to be satisfied for such showing.
Our directors who are also directors or officers of any Cantor Company, any BGC Partners Company or any of their respective representatives may be counted in
determining the presence of a quorum at a meeting of our board of directors or of a committee that authorizes such contract, agreement, arrangement or transaction.
Shares of our common stock owned by any Cantor Company, any BGC Partners Company or any of their respective representatives may be counted in determining the
presence of a quorum at a meeting of stockholders called to authorize such contract, agreement, arrangement or transaction. Our directors who are also directors or
officers of any Cantor Company, any BGC Partners Company or any of their respective representatives shall not owe or be liable for breach of any fiduciary duty to us
or any of our stockholders for any action taken by any Cantor Company, any BGC Partners Company or their respective representatives, in their capacity as our
stockholder or affiliate.
For purposes of the above:
•
•
•
•
“Cantor Company” means Cantor or any of its affiliates (other than us and our subsidiaries);
“BGC Partners Company” means BGC Partners or any of its affiliates (other than us and our subsidiaries);
“representatives” means, with respect to any person, the directors, officers, employees, general partners or managing member of such person.
“corporate opportunity” means any business opportunity that we are financially able to undertake, that is, from its nature, in our lines of business, is of
practical advantage to us and is one in which we have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-
interest of a Cantor Company or a BGC Partners Company or any of their respective representatives, as the case may be, will be brought into conflict
with our self-interest.
Following the completed November 2018 pro-rata distribution, which we refer to as the “Spin-Off,” by BGC Partners, BGC Partners no longer owns any shares
of our common stock or equity interests of our subsidiaries.
Registration Rights for Class A Common Stock
In connection with the separation on December 13, 2017, we entered into a registration rights agreement with Cantor and BGC Partners which provides Cantor
and BGC Partners and their respective affiliates (prior to the Spin-Off) and Cantor and its affiliates (after the Spin-Off) registration rights with respect to shares of our
Class A common stock, including shares issued or to be issued upon exchange of the Newmark Holdings, L.P. exchangeable limited partnership interests held by
Cantor, shares of our Class A common stock issued or issuable in respect of or in exchange for any shares of our Class B common stock and any other shares of our
Class A common stock that may be acquired by Cantor, BGC Partners or their respective affiliates.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock is Equiniti Trust Company, LLC.
LIST OF SUBSIDIARIES OF NEWMARK GROUP, INC.
Exhibit 21.1
DOMESTIC JURISDICTION
ENTITY NAMES
1 FLAXSEED LDN LTD
1 SAWMILL LDN LTD
10 FLORA LDN LTD
100 WASP LDN LIMITED
1015 SECOND AVENUE SEATTLE, LLC
110 HERO HELIPAD LDN LIMITED
1200 PONCE de LEON FLOOR 12, LLC
1200 PONCE de LEON FLOOR 16, LLC
1200 PONCE de LEON FLOOR 8, LLC
12710 RESEARCH BOULEVARD AUSTIN, LLC
130 JIGSAW LDN LTD
15 HALFPENNY LDN LTD
16 OAK BALLOT LDN LTD
18 FLASHLIGHT LDN LTD
189 SCHOOLHOUSE LDN LTD
20 FARMHOUSE LDN LTD
2143 NW 1st AVENUE FOOD AND BEVERAGE, LLC
2143 NW 1st AVENUE, LLC
33 CAMCORDER LDN LTD
33 STEM LDN LTD
37 NIGHTWATCH LDN LTD
375 PARK INVESTMENTS HOLDINGS LLC
421 ATLANTIC AVE CT, LLC
45 EVOKE LDN LTD
49 SANDSTONE BOBCAT LDN LTD
5 MEADOW LDN LTD
55 BACKGAMMON LDN LTD
80 OAK LDN LTD
ACRES BROKERAGE, LLC
ACRES PROPERTY MANAGEMENT, LLC
ALLANARIE, LLC
APARTMENT REALTY ADVISORS MIDWEST, INC.
APARTMENT REALTY ADVISORS OF ARIZONA, LLLP
APARTMENT REALTY ADVISORS OF FLORIDA, INC.
APARTMENT REALTY ADVISORS OF FLORIDA, LLC
APARTMENT REALTY ADVISORS OF GEORGIA, INC.
APARTMENT REALTY ADVISORS OF THE CAROLINAS, INC.
APARTMENT REALTY ADVISORS, LLC
APARTMENT REALTY ADVISORS/CENTRAL STATES, INC.
ARA CAL, INC.
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
DELAWARE
UNITED KINGDOM
DELAWARE
DELAWARE
DELAWARE
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
DELAWARE
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
DELAWARE
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UTAH
UTAH
DELAWARE
OHIO
ARIZONA
FLORIDA
FLORIDA
GEORGIA
NORTH CAROLINA
DELAWARE
KANSAS
CALIFORNIA
ARA DC LLC
ARA NATIONAL LAND SERVICES, LLC
ARA NORTHWEST, LLC
ARA OF OKLAHOMA/ARKANSAS LLC
BERKELEY POINT CAPITAL HOLDINGS LLC
BERKELEY POINT CAPITAL LLC
BERKELEY POINT CAPITAL PARENT LLC
BERKELEY POINT FINANCIAL LLC
BERKELEY POINT INTERMEDIARY INC
COMPUTERIZED FACILITY INTEGRATION, LLC
CORNISH & CAREY COMMERCIAL
DIGIATECH, LLC
ESN INVESTOR, LLC
EVE CAPITAL PARTNERS LIMITED
EXCESS SPACE RETAIL SERVICES, INC.
FULCRUM COMMERCIAL REAL ESTATE SERVICES LLC
FULCRUM COMMERCIAL REAL ESTATE SERVICES PRIVATE LIMITED
G&E ACQUISITION COMPANY, LLC
G&E APPRAISAL SERVICES, LLC
G&E MANAGEMENT SERVICES, LLC
G&E REAL ESTATE MANAGEMENT SERVICES, INC.
G&E REAL ESTATE, INC.
GERALD EVE FINANCIAL SERVICES LIMITED
GERALD EVE LLP
GERALD EVE MANAGEMENT SERVICES LIMITED
IDAHO COMMERCIAL REAL ESTATE SPECIALISTS GROUP, LLC
JACKSON & COOKSEY CALIFORNIA, INC.
JACKSON & COOKSEY, INC.
K 895 BROADWAY, LLC
K FLEX, CORP.
K OSH LDN LIMITED
KNOTEL 101 NEW CAVENDISH LTD
KNOTEL 1-2 BERNERS LTD
KNOTEL 247 TOTTENHAM COURT LTD
KNOTEL 27 BAKER LTD
KNOTEL 300 ST JOHN LTD
KNOTEL 7 SOHO SQUARE LTD
KNOTEL 8 KEAN LTD
KNOTEL 87-91 NEWMAN LTD
KNOTEL AHOY! BERLIN GMBH
KNOTEL AMSTERDAM I B.V.
KNOTEL BERLIN I, GMBH
KNOTEL BERLIN II, GMBH
KNOTEL BRASIL SERVICOS DE ESCRITORIO LTDA.
DELAWARE
VIRGINIA
OREGON
DELAWARE
DELAWARE
DELAWARE
DELAWARE
DELAWARE
DELAWARE
MICHIGAN
CALIFORNIA
DELAWARE
DELAWARE
UNITED KINGDOM
CALIFORNIA
DELAWARE
INDIA (CHENNAI)
DELAWARE
DELAWARE
DELAWARE
DELAWARE
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
IDAHO
CALIFORNIA
TEXAS
NEW YORK
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
GERMANY
NETHERLANDS
GERMANY
GERMANY
BRAZIL/LATIN AMERICA
KNOTEL DUBLIN I LTD.
KNOTEL ENGAGEMENT, LLC
KNOTEL GERMANY, GMBH
KNOTEL HOLDINGS, LLC
KNOTEL IRELAND LIMITED
KNOTEL JAPAN KABUSHIKI KAISHA
KNOTEL JOHNSON 3 LTD
KNOTEL JOHNSON 4 LTD
KNOTEL MANAGEMENT UK LIMITED
KNOTEL MORAY HOUSE LTD
KNOTEL NETHERLANDS B.V.
KNOTEL OFFICE INDIA SERVICES PRIVATE LIMITED
KNOTEL OPERATIONS, LLC
KNOTEL UK LIMITED
KNOTEL WAVERLEY HOUSE LTD
KNOTEL WHITFIELD LTD
KNOTEL WONDER, LLC
MAVERICK LTS, INC.
MAVERICK PROJECT MANAGEMENT LLC
MAZEL HOLDING COMPANY, LLC
MCCALL & ALMY, INC.
MLG COMMERCIAL, LLC
MLG MANAGEMENT LLC
N 1023 WALNUT ST CO, LLC
N 111 SOUTH JACKSON ST WA, LLC
N 119 NUECES ST TX, LLC
N 1644 PLATTE ST CO, LLC
N 222 BISHOPGATE LDN LTD
N 225 MIDTOWN CROSSING FL, LLC
N 22761 PACIFIC COAST HIGHWAY CA, LLC
N 320 LINCOLN LA, LLC
N 44 TEHAMA ST CA, LLC
N 465 CALIFORNIA ST. SF, LLC
N 515 E GRANT ST AZ, LLC
N 6836 BEE CAVES ROAD, LLC
N GILRAY HOUSE LDN LIMITED
N HYLO LDN LIMITED
N KNOTEL 105 MADISON, LLC
N KNOTEL 110 WILLIAM LLC
N KNOTEL 17W 20TH LLC
N KNOTEL 36 W 14TH, LLC
N KNOTEL 41 USW, LLC
N KNOTEL 443 PAS, LLC
N KNOTEL 475 PARK, LLC
N KNOTEL 551 FIFTH AVE, LLC
IRELAND
DELAWARE
GERMANY
DELAWARE
IRELAND
JAPAN
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
NETHERLANDS
INDIA (DELHI)
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
DELAWARE
TEXAS
TEXAS
DELAWARE
MASSACHUSETTS
WISCONSIN
WISCONSIN
DELAWARE
DELAWARE
DELAWARE
DELAWARE
UNITED KINGDOM
DELAWARE
DELAWARE
DELAWARE
DELAWARE
DELAWARE
DELAWARE
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
NEW YORK
NEW YORK
NEW YORK
NEW YORK
NEW YORK
NEW YORK
NEW YORK
NEW YORK
N KNOTEL 5-9 USW LLC
N KNOTEL CANADA HOLDINGS, INC.
N MARTIN HOUSE LDN LTD
N MEX HOLDINGS, LLC
N NA SPE, LLC
N ONE LACKINGTON LDN LIMITED
N.R.E. NEWMARK REAL ESTATE CANADA LIMITED
NEWMARK & COMPANY REAL ESTATE, INC.
NEWMARK ACQUISITION CORP.
NEWMARK ACQUISITION HOLDINGS, LLC
NEWMARK BH2 LLP
NEWMARK BPF HOLDINGS, LLC
NEWMARK CRE SERVICES PRIVATE LIMITED
NEWMARK FRANCE SAS
NEWMARK GAYRIMENKUL YÖNETIMI LTD. ŞTI.
NEWMARK GE SERVICES LLP
NEWMARK GLOBAL CORPORATE AND REAL ESTATE SOCIEDAD LIMITADA
NEWMARK GP, LLC
NEWMARK HDH HOLDINGS LIMITED
NEWMARK HDH LIMITED
NEWMARK HOLDINGS (EUROPE) LIMITED
NEWMARK HOLDINGS LIMITED
NEWMARK HOLDINGS, L.P.
NEWMARK HOLDINGS, LLC
NEWMARK HONG KONG LIMITED
NEWMARK INVESTOR I, LLC
NEWMARK IRELAND REAL ESTATE LIMITED
NEWMARK KNIGHT FRANK JAPAN CO., LTD.
NEWMARK LI LLC
NEWMARK MIDWEST REGION, LLC
NEWMARK NOTES, LLC
NEWMARK OF CONNECTICUT LLC
NEWMARK OF LONG ISLAND LLC
NEWMARK OF MASSACHUSETTS LLC
NEWMARK OF SOUTHERN CALIFORNIA, INC.
NEWMARK OF WASHINGTON D.C. LLC
NEWMARK PARTNERS BRASIL - GERENCIAMENTO DE SERVICOS E ATIVIDADES
DE INFRAESTRUTURA - EIRELI
NEWMARK PARTNERS, L.P.
NEWMARK REAL ESTATE BROKERAGE (SHANGHAI) CO., LTD.
NEWMARK REAL ESTATE COLOMBIA S.A.S.
NEWMARK REAL ESTATE COSTA RICA S.R.L.
NEWMARK REAL ESTATE OF ARIZONA, LLC
NEWMARK REAL ESTATE OF DALLAS, LLC
NEW YORK
BRITISH COLUMBIA (CANADA)
UNITED KINGDOM
DELAWARE
DELAWARE
UNITED KINGDOM
CANADA (BRITISH COLUMBIA)
NEW YORK
DELAWARE
DELAWARE
UNITED KINGDOM
DELAWARE
INDIA (HYDERABAD)
FRANCE
TURKEY
UNITED KINGDOM
SPAIN (MADRID)
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
UNITED KINGDOM
DELAWARE
DELAWARE
HONG KONG
DELAWARE
IRELAND
JAPAN
NEW YORK
ILLINOIS
NEW YORK
CONNECTICUT
NEW YORK
MASSACHUSETTS
CALIFORNIA
DISTRICT OF COLUMBIA
BRAZIL/LATIN AMERICA
DELAWARE
CHINA (PEOPLES REPUBLIC OF) - SHANGHAI
COLOMBIA / LATIN AMERICA
COSTA RICA / LATIN AMERICA
DELAWARE
TEXAS
NEWMARK REAL ESTATE OF HOUSTON, LLC
NEWMARK REAL ESTATE OF MASSACHUSETTS, LLC
NEWMARK REAL ESTATE OF MICHIGAN, LLC
NEWMARK REAL ESTATE OF NEVADA, LLC
NEWMARK REAL ESTATE OF NEW JERSEY, L.L.C.
NEWMARK REAL ESTATE OF OHIO, LLC
NEWMARK REAL ESTATE OF PRINCETON LLC
NEWMARK REAL ESTATE OF WASHINGTON, LLC
NEWMARK REAL ESTATE PANAMA, S.A.
NEWMARK REAL ESTATE SINGAPORE PTE. LTD.
NEWMARK RETAIL LLC
NEWMARK S11 GP, LLC
NEWMARK S11 HOLDINGS, LLC
NEWMARK S11 LP, LLC
NEWMARK SECURITIES, LLC
NEWMARK SOUTHERN REGION, LLC
NEWMARK SPV I, LLC
NEWMARK SPV II, LLC
NEWMARK TITLE AGENCY OF THE WEST, LLC
NEWMARK TITLE SERVICES LLC
NEWMARK TITLE SERVICES OF ALABAMA, LLC
NEWMARK TITLE SERVICES OF TEXAS, LLC
NEWMARK VALUATION & ADVISORY, LLC
NGE HOLDINGS GP LIMITED
NGE HOLDINGS LP LIMITED
NGKF, S.A. DE C.V.
NRB, LLC
O'BOYLE PROPERTIES, INC.
OPEN REALTY ADVISORS LLC
OPEN REALTY PROPERTIES, LLC
REXX INDEX, LLC
RKF GROUP CALIFORNIA, INC.
RKF GROUP CALIFORNIA, LLC
RKF GROUP CANADA REAL ESTATE HOLDINGS ULC
RKF GROUP CANADA REALTY
RKF GROUP FLORIDA LLC
RKF GROUP ILLINOIS LLC
RKF GROUP INTERNATIONAL REAL ESTATE HOLDINGS, LLC
RKF GROUP MID-ATLANTIC LLC
RKF GROUP NEW JERSEY LLC
RKF RETAIL HOLDINGS LLC
ROBERT K. FUTTERMAN & ASSOCIATES LLC
ROSS REAL ESTATE, LTD.
RRE GENERAL, LLC
TEXAS
MASSACHUSETTS
DELAWARE
DELAWARE
NEW JERSEY
DELAWARE
NEW JERSEY
DELAWARE
PANAMA/LATIN AMERICA
SINGAPORE
NEW YORK
DELAWARE
DELAWARE
DELAWARE
DELAWARE
GEORGIA
DELAWARE
DELAWARE
DELAWARE
DELAWARE
ALABAMA
DELAWARE
DELAWARE
UNITED KINGDOM
UNITED KINGDOM
MEXICO / LATIN AMERICA
MASSACHUSETTS
TEXAS
DELAWARE
TEXAS
CONNECTICUT
CALIFORNIA
CALIFORNIA
CANADA (BRITISH COLUMBIA)
CANADA (ONTARIO)
FLORIDA
ILLINOIS
DELAWARE
VIRGINIA
NEW JERSEY
DELAWARE
NEW YORK
COLORADO
COLORADO
RUDESILL-PERA MULTIFAMILY, LLC
SMITH MACK & CO., INC.
SMITH MACK HOLDINGS, INC.
SMITH MACK PROPERTY MANAGEMENT CO., INC.
SOUTHWEST RESIDENTIAL PARTNERS, INC.
SPACE MANAGEMENT
SPRING 11 ADVISORY SERVICES LIMITED
SPRING 11 LLC
SPRING 11 SA LLC
SPRING11 HOLDINGS, L.P.
SPRING11 RESEARCH AND CONSULTING INDIA PRIVATE LIMITED
STEFFNER COMMERCIAL REAL ESTATE, LLC
THE CRE GROUP, INC.
WORKFRAME, INC.
NEWMARK FZCO
TENNESSEE
PENNSYLVANIA
PENNSYLVANIA
PENNSYLVANIA
TEXAS
FRANCE
UNITED KINGDOM
DELAWARE
DELAWARE
DELAWARE
INDIA (CHENNAI)
TENNESSEE
CALIFORNIA
DELAWARE
DUBAI
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-222201) of Newmark Group, Inc.,
(2) Registration Statement (Form S-4 No. 333-231616) of Newmark Group, Inc.,
(3) Registration Statement (Form S-8 No. 333-234785) of Newmark Group, Inc.,
(4) Registration Statement (Form S-8 No. 333-258013) of Newmark Group, Inc.,
(5) Registration Statement (Form S-8 No. 333-259262) of Newmark Group, Inc.,
(6) Registration Statement (Form S-8 No. 333-271119) of Newmark Group, Inc., and
(7) Registration Statement (Form S-8 No. 333-274235) of Newmark Group, Inc.
of our reports dated February 29, 2024, with respect to the consolidated financial statements of Newmark Group, Inc. and the effectiveness of internal control over
financial reporting of Newmark Group, Inc. included in this Annual Report (Form 10-K) of Newmark Group, Inc. for the year ended December 31, 2023.
/s/ Ernst & Young LLP
New York, New York
February 29, 2024
CERTIFICATION
Exhibit 31.1
I, Howard W. Lutnick, certify that:
1. I have reviewed this Report on Form 10-K of Newmark Group, Inc. for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on
the date hereof;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of this
disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
/s/ Howard W. Lutnick
Howard W. Lutnick
Chairman
Date: February 29, 2024
CERTIFICATION
Exhibit 31.2
I, Michael J. Rispoli, certify that:
1. I have reviewed this report on Form 10-K of Newmark Group, Inc. for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on
the date hereof;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of this
disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
/s/ Michael J. Rispoli
Michael J. Rispoli
Chief Financial Officer
Date: February 29, 2024
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Report of Newmark Group, Inc., a Delaware corporation (the “Company”), on Form 10-K for the year ended December 31, 2023 as filed
with the Securities and Exchange Commission on the date hereof, each of Howard W. Lutnick, Chairman, and Michael J. Rispoli, Chief Financial Officer of the
Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Howard W. Lutnick
Name:
Title:
Howard W. Lutnick
Chairman
/s/ Michael J. Rispoli
Name:
Title:
Michael J. Rispoli
Chief Financial Officer
Date: February 29, 2024
Exhibit 97.1
Newmark | Compensation Recovery Policy
Purpose
The Board of Directors (the “Board”) of Newmark Group, Inc. (the “Company”), upon the recommendation of its Compensation Committee (the “Committee”), has
adopted this Compensation Recovery Policy (this “Policy”) to implement a mandatory compensation recovery policy in the event of an accounting restatement that the
Company is required to prepare due to its material noncompliance with any financial reporting requirement under the securities laws, including any required accounting
restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements or (ii) that would result in a
material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), in compliance with Section 10D of the
Securities Exchange Act of 1934, as amended, and Rule 10D-1 promulgated thereunder, Rule 5608 of the Listing Rules of The Nasdaq Stock Market LLC (“Nasdaq”),
and any other national stock exchange rules that the Company is or may become s
bject to (together, the “Applicable Rules”).
Administration
This Policy shall be administered by the Committee, which shall make all determinations with respect to this Policy, consistent with the terms of this Policy, the Applicable
Rules, and any applicable law. Any and all interpretations, decisions, and determinations made by the Committee under or relating to this Policy shall be final, conclusive,
and binding on all affected parties.
Effective Date
This Policy shall be effective as of December 1, 2023, with retroactive applicability to October 2, 2023, the date that Nasdaq Listing Rule 5608 became effective.
Covered Persons and Covered Incentive-Based Compensation
This Policy covers all persons who are, become, or were previously “executive officers” of the Company as defined in the Applicable Rules (each, an “Executive
Officer”). Additionally, any equity award agreement, compensation plan or other agreement or arrangement involving the grant of Incentive-Based Compensation (as
defined below) by the Company to an Executive Officer granted on or following the Effective Date shall be deemed to include, as a condition to the grant of any benefit
thereunder, an agreement by the Executive Officer to abide by the terms of this Policy.
This Policy shall apply to any compensation (“Incentive-Based Compensation”) that is granted, earned, or vested based wholly or in part upon the attainment of (i) any
measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, or any measures that
are derived wholly or in part from such measures (including non-GAAP measures); (ii) a specified stock price of the Company; or (iii) a specified total stockholder return
of the Company (each, a “Financial Reporting Measure”). Incentive-Based Compensation does not include, among other forms of compensation, bonuses that are
solely discretionary and are not paid from a “bonus pool” that is determined by reference to the attainment of a Financial Reporting Measure; equity awards that vest
exclusively upon completion of a specified employment period, without any Financial Performance Measure-related condition; and awards that are purely discretionary or
purely based on subjective goals or goals unrelated to Financial Reporting Measures. For the avoidance of doubt, restricted stock units, restricted stock, stock
appreciation rights, or similar equity awards, including the vesting, grant of exchangeability and/or exchange of those awards, granted with reference to a grant date stock
price, but not contingent upon the attainment of a specified stock price, shall not be deemed Incentive-Based Compensation solely because of such reference.
This Policy applies to Incentive-Based Compensation that is Received (as defined below) by any Executive Officer on or after October 2, 2023 that results from the
attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after such date. Incentive-Based
Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure applicable to the
Incentive-Based Compensation is attained, even if the grant, payment, or settlement of the Incentive-Based Compensation occurs after the end of that period.
Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date that the person served as an Executive
Officer; however, once a person is an Executive Officer, subsequent changes in the Executive Officer’s employment status, including if such person no longer serves as
an Executive Officer, do not impair the Company’s right to recover Incentive-Based Compensation pursuant to this Policy.
Recovery After a Restatement
In the event that the Company is required to prepare a Restatement, the Company shall reasonably promptly recover from any Executive Officer who served as such
during the performance period applicable to any Incentive-Based Compensation subject to this Policy the amount of any erroneously awarded Incentive-Based
Compensation that is Received by such Executive Officer (after beginning to serve in such capacity) during the three completed fiscal years immediately preceding the
date on which the Company is required to prepare the Restatement and any transition period as provided in the Applicable Rules. For purposes of this Policy, the date on
which the Company is required to prepare a Restatement is the earlier of the date (i) that the Board, a committee of the Board, or any officer of the Company authorized
to take such action if Board or committee action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a
Restatement, or (ii) that a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
The amount of erroneously awarded Incentive-Based Compensation will be the excess of the Incentive-Based Compensation Received by the Executive Officer (whether
in cash, shares, equity awards, or otherwise) based on the erroneous data in the original financial statements compared to the Incentive-Based Compensation (whether
in cash, shares, equity awards, or otherwise) that would have been Received by the Executive Officer had such Incentive-Based Compensation been based on the
restated financial statements, without regard to any taxes paid by the Executive Officer.
Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total stockholder return, where the amount of erroneously
awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in the Restatement, (a) the amount shall be based on
the Company’s reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was
Received, and (b) the Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to Nasdaq.
Recovery of any erroneously awarded Incentive-Based Compensation under this Policy is not dependent on fraud or misconduct by any Executive Officer.
Exceptions
No recovery of erroneously awarded Incentive-Based Compensation shall be required if any of the following conditions is met and the Committee determines that, on
such basis, recovery would be impracticable:
(i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, that, prior to making a
determination that it would be impracticable to recover any such Incentive-Based Compensation based on the expense of enforcement, the Company
shall (a) have made reasonable attempts to recover the Incentive-Based Compensation, (b) have documented such reasonable attempts to recover,
and (c) provide that documentation to Nasdaq as and when required by the Applicable Rules;
(ii) recovery would violate the home country law where that law was adopted prior to November 28, 2022; provided, that, prior to making a determination that it
would be impracticable to recover any such Incentive-Based Compensation based on violation of home country law, the Company shall (a) have
obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would
result in such violation, and (b) provide such opinion to Nasdaq as and when required by the Applicable Rules; or
(iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to
meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the U.S. Treasury
regulations promulgated thereunder.
Disclosures
The Company shall make all required disclosures with the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq, as applicable, with respect to this Policy
and any matters related hereto in accordance with the requirements of the Applicable Rules and any other requirements applicable to the Company, including any
disclosures required in connection with SEC filings.
Methods of Discovery
In the event of a required recovery of erroneously awarded Incentive-Based Compensation determined to be subject to recovery pursuant to this Policy (“Clawback
Compensation”), to the extent permitted by applicable law the Company shall, as determined by the Committee in its sole discretion, take such actions as it may deem
necessary or appropriate to recover the Clawback Compensation from any affected Executive Officer or former Executive Officer. These actions may include, without
limitation:
(i) the forfeiture, reduction, or cancellation of any Clawback Compensation (whether vested or unvested) that has not been distributed or otherwise settled;
(ii) the recovery of any Clawback Compensation that was previously paid to such Executive Officer;
(iii) the recovery of any amounts realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Clawback Compensation;
(iv) the offset, withholding, or elimination of any compensation that could be paid or awarded to such Executive Officer after the date of determination;
(v) the recovery of any amount in respect of Clawback Compensation that was contributed or deferred to a plan that takes into account Clawback Compensation
(excluding certain tax-qualified plans, but including deferred compensation plans, supplemental executive retirement plans, and insurance plans to the extent
otherwise permitted by applicable law, including Section 409A of the Code) and any earnings accrued on such Clawback Compensation; and
(vi) the taking of any other remedial and recovery action permitted by applicable law or contract.
No Indemnification
The Company shall not indemnify any Executive Officer or former Executive Officer against the Company’s recovery of erroneously awarded Incentive-Based
Compensation and shall not pay or reimburse any such Executive Officer for premiums incurred or paid for any insurance policy to fund such Executive Officer’s potential
recovery obligations.
Non-Exclusive Rights
Any Company right of recovery of erroneously awarded Incentive-Based Compensation under this Policy is in addition to, and not in lieu of, any other remedies or rights
available to the Company pursuant to (i) any incentive plan of the Company or its subsidiaries or affiliates, including the Newmark Group, Inc. Long-Term Incentive Plan,
the Newmark Group, Inc. Incentive Bonus Compensation Plan, the Newmark Holdings, L.P. Participation Plan, or any successor plan thereto, or (ii) any employment
agreement, compensation agreement, award agreement, separation agreement, or similar or other agreement or arrangement.
Governing Law; Severability
This Policy and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Applicable Rules or law,
shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice of law principles. If any provision of this Policy shall
be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Policy, but this Policy shall be construed and enforced as if
the illegal or invalid provision had never been included in this Policy.
Amendment
The Board may, upon the recommendation of the Committee, amend this Policy at any time for any reason, subject to limitations under the Applicable Rules. Without
limiting the forgoing, the Board, upon the recommendation of the Committee, may amend this Policy as it deems necessary or appropriate to reflect any amendment of
the Applicable Rules or any regulation or guidance issued under the Applicable Rules.
THE FULL LIST OF EXHIBITS LISTED UNDER “ITEM 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES” CAN BE FOUND IN NEWMARK’S STAND-ALONE 2023 FORM
10-K, WHICH IS AVAILABLE ON THE COMPANY’S WEBSITE AND FILED WITH THE SEC.(cid:3)(cid:3)
THE FOLLOWING PAGES WERE NOT INCLUDED IN NEWMARK’S 2023 FORM 10-K(cid:3)(cid:3)
FILING. THE NON-GAAP RECONCILIATIONS WERE PUBLISHED IN NEWMARK'S(cid:3)(cid:3)
FOURTH QUARTER 2023(cid:3)(cid:36)(cid:49)(cid:39)(cid:3)(cid:41)(cid:44)(cid:53)(cid:54)(cid:55)(cid:3)(cid:52)(cid:56)(cid:36)(cid:53)(cid:55)(cid:40)(cid:53)(cid:3)(cid:21)(cid:19)(cid:21)(cid:23) FINANCIAL RESULTS PRESS(cid:3)
RELEASE(cid:54), DATED AS OF(cid:3)FEBRUARY22, 2024,(cid:3)(cid:36)(cid:49)(cid:39)(cid:3)(cid:48)(cid:36)(cid:60) (cid:22)(cid:15)(cid:3)(cid:21)(cid:19)(cid:21)(cid:23)(cid:15)(cid:3)(cid:53)(cid:40)(cid:54)(cid:51)(cid:40)(cid:38)(cid:55)(cid:44)(cid:57)(cid:40)(cid:47)(cid:60)(cid:15)(cid:3)
WHICH (cid:36)(cid:53)(cid:40) ALSO AVAILABLE ON THE COMPANY'S WEBSITE.
NON-GAAP FINANCIAL MEASURES
This document contains non-GAAP financial measures that differ from the most directly comparable measures calculated and
presented in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"). Non-GAAP financial
measures used by the Company include "Adjusted Earnings before noncontrolling interests and taxes", which is used
interchangeably with "Pre-tax Adjusted Earnings"; "Post-tax Adjusted Earnings to fully diluted shareholders", which is used
interchangeably with "Post-tax Adjusted Earnings"; "Adjusted EBITDA"; and "Liquidity". The definitions of these and other non-
GAAP terms are below.
The Company has made certain clarifications of and/or changes to its non-GAAP measures, including “Calculation of Non-
Compensation Expense Adjustments for Adjusted Earnings” that will be applicable for reporting periods beginning with the third
quarter of 2023 and thereafter, as described below.
Historically, Adjusted Earnings excluded gains or charges related to resolutions of litigation, disputes, investigations, or enforcement
matters that are generally non-recurring, exceptional, or unusual, or similar items that that management believes do not best reflect
Newmark’s underlying operating performance. To help management and investors best assess Newmark’s underlying operating
performance and for the Company to best facilitate strategic planning, beginning with the third quarter of 2023 and thereafter,
calculations of Adjusted Earnings will also exclude unaffiliated third-party professional fees and expense related to these items.
Newmark has not modified any prior period non-GAAP measures, as it has determined such amounts were immaterial to previously
reported results.
ADJUSTED EARNINGS DEFINED
Newmark uses non-GAAP financial measures, including “Adjusted Earnings before noncontrolling interests and taxes” and “Post-tax
Adjusted Earnings to fully diluted shareholders”, which are supplemental measures of operating results used by management to
evaluate the financial performance of the Company and its consolidated subsidiaries. Newmark believes that Adjusted Earnings
best reflect the operating earnings generated by the Company on a consolidated basis and are the earnings which management
considers when managing its business.
As compared with “Income (loss) before income taxes and noncontrolling interests” and “Net income (loss) for fully diluted shares”,
both prepared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non-cash items and other
expenses that generally do not involve the receipt or outlay of cash by the Company and/or which do not dilute existing
stockholders, as well as certain gains and charges that management believes do not best reflect the underlying operating
performance of Newmark. Adjusted Earnings is calculated by taking the most comparable GAAP measures and making adjustments
for certain items with respect to compensation expenses, non-compensation expenses, and other income, as discussed below.
CALCULATIONS OF COMPENSATION ADJUSTMENTS FOR ADJUSTED EARNINGS AND ADJUSTED EBITDA
Treatment of Equity-Based Compensation under Adjusted Earnings and Adjusted EBITDA
The Company’s Adjusted Earnings and Adjusted EBITDA measures exclude all GAAP charges included in the line item “Equity-
based compensation and allocations of net income to limited partnership units and FPUs” (or “equity-based compensation” for
purposes of defining the Company’s non-GAAP results) as recorded on the Company’s GAAP Consolidated Statements of
Operations and GAAP Consolidated Statements of Cash Flows. These GAAP equity-based compensation charges reflect the
following items:
–
–
Charges with respect to grants of exchangeability, which reflect the right of holders of limited partnership units with no capital
accounts, such as LPUs and PSUs, to exchange these units into shares of common stock, or into partnership units with capital
accounts, such as HDUs, as well as cash paid with respect to taxes withheld or expected to be owed by the unit holder upon
such exchange. The withholding taxes related to the exchange of certain non-exchangeable units without a capital account into
either common stock or partnership units with a capital account may be funded by the redemption of preferred units such as
PPSUs.
Charges with respect to preferred units. Any preferred units would not be included in the Company’s fully diluted share count
because they cannot be made exchangeable into shares of common stock and are entitled only to a fixed distribution.
Preferred units are granted in connection with the grant of certain limited partnership units that may be granted exchangeability
or redeemed in connection with the grant of shares of common stock at ratios designed to cover any withholding taxes
expected to be paid. The Company believes that this is an acceptable alternative to the common practice among public
companies of issuing the gross amount of shares to employees, subject to cashless withholding of shares, to pay applicable
withholding taxes.
– GAAP equity-based compensation charges with respect to the grant of an offsetting amount of common stock or partnership
units with capital accounts in connection with the redemption of non-exchangeable units, including PSUs and LPUs.
–
–
–
Charges related to amortization of restricted stock units (“RSUs”), limited partnership units, restricted stock awards, other
equity-based awards.
Charges related to grants of equity awards, including common stock, RSUs, restricted stock awards, or partnership units with
capital accounts.
Allocations of net income to limited partnership units and FPUs. Such allocations represent the pro-rata portion of post-tax
GAAP earnings available to such unit holders.
The amount of certain quarterly equity-based compensation charges is based upon the Company’s estimate of such expected
charges during the annual period, as described further below under “Methodology for Calculating Adjusted Earnings Taxes”.
Virtually all of Newmark’s key executives and producers have equity or partnership stakes in the Company and its subsidiaries and
generally receive deferred equity or limited partnership units as part of their compensation. A significant percentage of Newmark’s
fully diluted shares are owned by its executives, partners, and employees. The Company issues limited partnership units, RSUs,
restricted stock, as well as other forms of equity-based compensation, including grants of exchangeability into shares of common
stock, to provide liquidity to its employees, to align the interests of its employees and management with those of common
stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and
growth.
All share equivalents that are part of the Company’s equity-based compensation program, including REUs, PSUs, LPUs, certain
HDUs, and other units that may be made exchangeable into common stock, as well as RSUs (which are recorded using the
treasury stock method), are included in the fully diluted share count when issued or at the beginning of the subsequent quarter after
the date of grant. Generally, limited partnership units (other than preferred units) are expected to be paid a pro-rata distribution
based on Newmark’s calculation of Adjusted Earnings per fully diluted share.
Certain Other Compensation-Related Items under Adjusted Earnings and Adjusted EBITDA
Newmark also excludes various other GAAP items that management views as not reflective of the Company’s underlying
performance for the given period from its calculation of Adjusted Earnings and Adjusted EBITDA. These may include compensation-
related items with respect to cost-saving initiatives, such as severance charges incurred in connection with headcount reductions as
part of broad restructuring and/or cost savings plans.
The Company also excludes compensation charges related to non-cash GAAP gains attributable to originated mortgage servicing
rights (“OMSRs”) because these gains are also excluded from Adjusted Earnings and Adjusted EBITDA. OMSRs represent the fair
value of expected net future cash flows from servicing recognized at commitment, net.
Excluded Compensation-Related Items with Respect to the 2021 Equity Event under Adjusted Earnings and Adjusted EBITDA
Newmark does not view the cash GAAP compensation charges related to 2021 Equity Event (the "Impact of the 2021 Equity
Event") as being reflective of its ongoing operations. These consisted of charges relating to cash paid to independent contractors for
their withholding taxes and the cash redemption of HDUs. These had been recorded as expenses based on Newmark's previous
non-GAAP definitions, but were excluded in the recast non-GAAP results beginning in the third quarter of 2021 for the following
reasons:
–
–
–
But for the 2021 Equity Event, the items comprising such charges would have otherwise been settled in shares and been
recorded as equity-based compensation in future periods, as is the Company's normal practice. Had this occurred, such
amounts would have been excluded from Adjusted Earnings and Adjusted EBITDA and would also have resulted in higher fully
diluted share counts, all else equal.
Newmark views the fully diluted share count reduction related to the 2021 Equity Event to be economically similar to the
common practice among public companies of issuing the net amount of common shares to employees for their vested stock-
based compensation, selling a portion of the gross shares pay applicable withholding taxes, and separately making open
market repurchases of common shares.
There was nothing comparable to the 2021 Equity Event in 2020 and nothing similar is currently contemplated after 2021.
Accordingly, the only prior period recast with respect to the 2021 Equity Event was the second quarter of 2021.
Calculation of Non-Compensation Expense Adjustments for Adjusted Earnings
Newmark’s calculation of pre-tax Adjusted Earnings excludes GAAP gains or charges related to the following:
–
Non-cash amortization of intangibles with respect to acquisitions.
– Other acquisition-related costs, including unaffiliated third-party professional fees and expenses.
–
–
–
–
Resolutions of non-recurring, exceptional or unusual gains or charges related to resolutions of litigation, disputes,
investigations, or enforcement matters that are generally non-recurring, exceptional, or unusual, or similar items that that
management believes do not best reflect Newmark’s underlying operating performance, including related unaffiliated third-party
professional fees and expenses.
Non-cash gains attributable to OMSRs.
Non-cash amortization of mortgage servicing rights (which Newmark refers to as “MSRs”). Under GAAP, the Company
recognizes OMSRs equal to the fair value of servicing rights retained on mortgage loans originated and sold. Subsequent to
the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized in proportion to
the net servicing revenue expected to be earned. However, it is expected that any cash received with respect to these servicing
rights, net of associated expenses, will increase Adjusted Earnings and Adjusted EBITDA in future periods.
Various other GAAP items that management views as not reflective of the Company’s underlying performance for the given
period, including non-compensation-related charges incurred as part of broad restructuring and/or cost savings plans. Such
GAAP items may include charges for exiting leases and/or other long-term contracts as part of cost-saving initiatives, as well as
non-cash impairment charges related to assets, goodwill, and/or intangible assets created from acquisitions.
Calculation of Other income (loss) for Adjusted Earnings and Adjusted EBITDA
Adjusted Earnings calculations also exclude certain other non-cash, non-dilutive, and/or non-economic items, which may in some
periods include:
–
–
Unusual, non-ordinary or non-recurring gains or charges.
Non-cash GAAP asset impairment charges.
– Gains or losses on divestitures.
–
The impact of any unrealized non-cash mark-to-market gains or losses on “Other income (loss)” related to the variable share
forward agreements with respect to Newmark’s receipt of the payments from Nasdaq, Inc. (“Nasdaq”), in 2021 and 2022 and
the 2020 Nasdaq payment (the “Nasdaq Forwards”).
– Mark-to-market adjustments for non-marketable investments.
–
Certain other non-cash, non-dilutive, and/or non-economic items.
Due to Nasdaq’s sale of its U.S. fixed income business in the second quarter of 2021, the Nasdaq Earn-out and related Forward
settlements were accelerated, less certain previously disclosed adjustments. Because these shares were originally expected to be
received over a 15 year period ending in 2027, the Earn-out had been included in calculations of Adjusted Earnings and Adjusted
EBITDA under Newmark's previous non-GAAP methodology. Due to the acceleration of the Earn-out and the Nasdaq Forwards, the
Company now views results excluding certain items related to the Earn-out to be a better reflection of the underlying performance of
Newmark’s ongoing operations. Therefore, beginning with the third quarter of 2021, other income (loss) for Adjusted Earnings and
Adjusted EBITDA also excludes the impact of the below items from relevant periods. These items may collectively be referred to as
the "Impact of Nasdaq".
–
–
–
Realized gains related to the accelerated receipt on June 25, 2021, of Nasdaq shares.
Realized gains or losses and unrealized mark-to-market gains or losses with respect to Nasdaq shares received prior to the
Earn-out acceleration.
The impact of any unrealized non-cash mark-to-market gains or losses on “Other income (loss)” related to the Nasdaq
Forwards. This item was historically excluded under the previous non-GAAP definitions.
– Other items related to the Earn-out.
Newmark's calculations of non-GAAP “Other income (loss)” for certain prior periods includes dividend income on its Nasdaq shares,
as these dividends contributed to cash flow and were generally correlated to Newmark's interest expense on short term borrowing
against such shares. As Newmark sold 100% of these shares between the third quarter of 2021 and the first quarter of 2022, both
its interest expense and dividend income declined accordingly.
METHODOLOGY FOR CALCULATING ADJUSTED EARNINGS TAXES
Although Adjusted Earnings are calculated on a pre-tax basis, Newmark also reports post-tax Adjusted Earnings to fully diluted
shareholders. The Company defines post-tax Adjusted Earnings to fully diluted shareholders as pre-tax Adjusted Earnings reduced
by the non-GAAP tax provision described below and net income (loss) attributable to noncontrolling interest for Adjusted Earnings.
The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts for its
income tax provision under GAAP. To calculate the quarterly tax provision under GAAP, Newmark estimates its full fiscal year GAAP
Income (loss) before income taxes and noncontrolling interests and the expected inclusions and deductions for income tax
purposes, including expected equity-based compensation during the annual period. The resulting annualized tax rate is applied to
Newmark’s quarterly GAAP income before income taxes and noncontrolling interests. At the end of the annual period, the Company
updates its estimate to reflect the actual tax amounts owed for the period.
To determine the non-GAAP tax provision, Newmark first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts
for which a tax deduction applies under applicable law. The amounts include charges with respect to equity-based compensation,
certain charges related to employee loan forgiveness, certain net operating loss carryforwards when taken for statutory purposes,
and certain charges related to tax goodwill amortization. These adjustments may also reflect timing and measurement differences,
including treatment of employee loans, changes in the value of units between the dates of grants of exchangeability and the date of
actual unit exchange, changes in the value of RSUs and/or restricted stock awards between the date of grant and the date the
award vests, variations in the value of certain deferred tax assets and liabilities, and the different timing of permitted deductions for
tax under GAAP and statutory tax requirements.
After application of these adjustments, the result is the Company’s taxable income for its pre-tax Adjusted Earnings, to which
Newmark then applies the statutory tax rates to determine its non-GAAP tax provision. Newmark views the effective tax rate on pre-
tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided by the amount of pre-tax Adjusted Earnings.
Generally, the most significant factor affecting this non-GAAP tax provision is the amount of charges relating to equity-based
compensation. Because the charges relating to equity-based compensation are deductible in accordance with applicable tax laws,
increases in such charges have the effect of lowering the Company’s non-GAAP effective tax rate and thereby increasing its post-
tax Adjusted Earnings.
Newmark incurs income tax expenses based on the location, legal structure, and jurisdictional taxing authorities of each of its
subsidiaries. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax
(“UBT”) in New York City. Any U.S. federal and state income tax liability or benefit related to the partnership income or loss, with the
exception of UBT, rests with the unit holders rather than with the partnership entity. The Company’s consolidated financial
statements include U.S. federal, state, and local income taxes on the Company’s allocable share of the U.S. results of operations.
Outside of the U.S., Newmark is expected to operate principally through subsidiary corporations subject to local income taxes. For
these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provision the consolidated Company
would expect to pay if 100% of earnings were taxed at global corporate rates.
CALCULATIONS OF PRE- AND POST-TAX ADJUSTED EARNINGS PER SHARE
Newmark’s pre-tax Adjusted Earnings and post-tax Adjusted Earnings per share calculations assume either that:
–
–
The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense, net
of tax, when the impact would be dilutive; or
The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of
tax ,when the impact would be anti-dilutive.
The share count for Adjusted Earnings excludes certain shares and share equivalents expected to be issued in future periods but
not yet eligible to receive dividends and/or distributions. Each quarter, the dividend payable to Newmark’s stockholders, if any, is
expected to be determined by the Company’s Board of Directors with reference to a number of factors. Newmark may also pay a
pro-rata distribution of net income to limited partnership units, as well as to Cantor for its noncontrolling interest.
The declaration, payment, timing, and amount of any future dividends payable by the Company will be at the discretion of its Board
of Directors using the fully diluted share count. For more information on any share count adjustments, see the table of this
document and/or the Company’s most recent financial results press release titled “Fully Diluted Weighted-Average Share Count for
GAAP and Adjusted Earnings.”
MANAGEMENT RATIONALE FOR USING ADJUSTED EARNINGS
Newmark’s calculation of Adjusted Earnings excludes the items discussed above because they are either non-cash in nature,
because the anticipated benefits from the expenditures are not expected to be fully realized until future periods, or because the
Company views results excluding these items as a better reflection of the underlying performance of Newmark’s ongoing
operations.
Management uses Adjusted Earnings in part to help it evaluate, among other things, the overall performance of the Company’s
business and to make decisions with respect to the Company’s operations. The term “Adjusted Earnings” should not be considered
in isolation or as an alternative to GAAP net income (loss). The Company views Adjusted Earnings as a metric that is not indicative
of liquidity, or the cash available to fund its operations, but rather as a performance measure. Pre- and post-tax Adjusted Earnings,
as well as related measures, are not intended to replace the Company’s presentation of its GAAP financial results. However,
management believes that these measures help provide investors with a clearer understanding of Newmark’s financial performance
and offer useful information to both management and investors regarding certain financial and business trends related to the
Company’s financial condition and results of operations. Management believes that the GAAP and Adjusted Earnings measures of
financial performance should be considered together.
For more information regarding Adjusted Earnings, see the sections of this document and/or the Company’s most recent financial
results press release titled "Reconciliation of GAAP Net Income to Common Stockholders to Adjusted Earnings Before
Noncontrolling Interests and Taxes and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS”, including the related footnotes, for
details about how Newmark’s non-GAAP results are reconciled to those under GAAP.
ADJUSTED EBITDA DEFINED
Newmark also provides an additional non-GAAP financial performance measure, “Adjusted EBITDA”, which it defines as GAAP “Net
income (loss) available to common stockholders”, adjusted for the following items:
–
–
Net income (loss) attributable to noncontrolling interest.
Provision (benefit) for income taxes.
– OMSR revenue.
– MSR amortization.
–
–
–
–
Compensation charges related to OMSRs.
Fixed asset depreciation and intangible asset amortization.
Equity-based compensation and allocations of net income to limited partnership units and FPUs.
Various other GAAP items that management views as not reflective of the Company’s underlying performance for the given
period. These may include compensation-related items with respect to cost-saving initiatives, such as severance charges
incurred in connection with headcount reductions as part of broad restructuring and/or cost savings plans; charges for exiting
leases and/or other long-term contracts as part of cost-saving initiatives; and non-cash impairment charges related to assets,
goodwill and/or intangibles created from acquisitions.
– Other non-cash, non-dilutive, and/or non-economic items, which may, in certain periods, include the impact of any unrealized
non-cash mark-to-market gains or losses on “other income (loss)” related to the Nasdaq Forwards, as well as mark-to-market
adjustments for non-marketable investments.
–
–
Interest expense.
The Impact of Nasdaq and the Impact of the 2021 Equity Event, (together, the "Impact of Nasdaq and the 2021 Equity Event"),
which are defined above.
MANAGEMENT RATIONALE FOR USING ADJUSTED EBITDA
Newmark’s calculation of Adjusted EBITDA excludes certain items discussed above because they are either non-cash in nature,
because the anticipated benefits from the expenditures are not expected to be fully realized until future periods, or because the
Company views excluding these items as a better reflection of the underlying performance Newmark’s ongoing operations. The
Company’s management believes that its Adjusted EBITDA measure is useful in evaluating Newmark’s operating performance,
because the calculation of this measure generally eliminates the effects of financing and income taxes and the accounting effects of
capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions.
Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, the Company’s
management uses this measure to evaluate operating performance and for other discretionary purposes. Newmark believes that
Adjusted EBITDA is useful to investors to assist them in getting a more complete picture of the Company’s financial results and
operations.
Since Newmark’s Adjusted EBITDA is not a recognized measurement under GAAP, investors should use this measure in addition to
GAAP measures of net income when analyzing Newmark’s operating performance. Because not all companies use identical
EBITDA calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other
companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow or GAAP cash flow from operations,
because the Company’s Adjusted EBITDA does not consider certain cash requirements, such as tax and debt service payments.
For more information regarding Adjusted EBITDA, see the section of this document and/or the Company’s most recent financial
results press release titled “Reconciliation of GAAP Net Income to Adjusted EBITDA”, including the related footnotes, for details
about how Newmark’s non-GAAP results are reconciled to those under GAAP.
LIQUIDITY DEFINED
Newmark may also use a non-GAAP measure called “liquidity”. The Company considers liquidity to be comprised of the sum of
cash and cash equivalents, marketable securities, and reverse repurchase agreements (if any), less securities lent out in securities
loaned transactions and repurchase agreements. The Company considers liquidity to be an important metric for determining the
amount of cash that is available or that could be readily available to the Company on short notice. For more information regarding
liquidity, see the section of this document and/or the Company’s most recent financial results press release titled “Liquidity
Analysis”, including any related footnotes, for details about how Newmark’s non-GAAP results are reconciled to those under GAAP.
NET LEVERAGE DEFINED
Newmark may also use a non-GAAP measure called "net leverage.“ "Net debt", when used, is defined as total corporate debt
(which excludes Warehouse facilities collateralized by U.S. Government Sponsored Enterprises), net of cash or, if applicable, total
liquidity, while "net leverage", when used, equals net debt divided by trailing twelve month Adjusted EBITDA.
TIMING OF OUTLOOK FOR CERTAIN GAAP AND NON-GAAP ITEMS
Newmark anticipates providing forward-looking guidance for GAAP revenues and for certain non-GAAP measures from time to time.
However, the Company does not anticipate providing an outlook for other GAAP results. This is because certain GAAP items, which
are excluded from Adjusted Earnings and/or Adjusted EBITDA, are difficult to forecast with precision before the end of each period.
The Company therefore believes that it is not possible for it to have the required information necessary to forecast GAAP results or
to quantitatively reconcile GAAP forecasts to non-GAAP forecasts with sufficient precision without unreasonable efforts. For the
same reasons, the Company is unable to address the probable significance of the unavailable information. The relevant items that
are difficult to predict on a quarterly and/or annual basis with precision and may materially impact the Company’s GAAP results
include, but are not limited, to the following:
–
–
–
–
–
Certain equity-based compensation charges that may be determined at the discretion of management .
Unusual, non-ordinary, or non-recurring items.
The impact of gains or losses on certain marketable securities, as well as any gains or losses related to associated mark-to-
market movements and/or hedging. These items are calculated using period-end closing prices.
Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying
assets. These amounts may not be known until after period-end.
Acquisitions, dispositions, and/or resolutions of litigation, disputes, investigations, enforcement matters, or similar items, which
are fluid and unpredictable in nature.
NEWMARK GROUP, INC.
RECONCILIATION OF GAAP NET INCOME AVAILABLE TO COMMON STOCKHOLDERS TO ADJUSTED EARNINGS
BEFORE NONCONTROLLING INTERESTS AND TAXES AND GAAP FULLY DILUTED EPS TO POST-TAX ADJUSTED EPS
(in thousands, except per share data)
(unaudited)
GAAP net income available to common stockholders
Provision for income taxes (1)
Net income attributable to noncontrolling interests (2)
Three Months Ended
December 31,
Year Ended December 31,
2023
2022
2023
2022
$36,548
29,084
16,793
$6,427
6,330
5,699
$42,575
41,103
19,800
$83,275
42,054
29,270
GAAP income before income taxes and noncontrolling interests
$82,425
$18,456
$103,478
$154,599
Pre-tax adjustments:
Compensation adjustments:
Equity-based compensation and allocations of net income to limited
partnership units and FPUs (3)
Other compensation adjustments (4)
Total Compensation adjustments
Non-Compensation adjustments:
Amortization of intangibles (5)
MSR amortization (6)
Other non-compensation adjustments (7)
Total Non-Compensation expense adjustments
54,886
1,321
56,207
4,472
29,082
(4,555)
28,999
35,338
(406)
34,932
3,402
28,577
21,621
53,600
139,691
5,183
144,874
17,100
109,877
9,178
136,155
138,312
2,086
140,398
14,313
109,076
32,046
155,435
Non-cash adjustment for OMSR revenue (8)
(23,940)
(21,570)
(82,082)
(109,926)
Other (income) loss, net
Other non-cash, non-dilutive, and/or non-economic items and Nasdaq
(9)
Total Other (income) loss, net
Total pre-tax adjustments
(9,820)
(9,820)
(845)
(845)
355
355
100,935
100,935
51,446
66,118
199,302
286,842
Adjusted Earnings before noncontrolling interests and taxes ("Pre-
tax Adjusted Earnings")
$133,871
$84,573
$302,780
$441,441
GAAP net income available to common stockholders
Allocations of net income to noncontrolling interests (10)
Total pre-tax adjustments (from above)
Income tax adjustment to reflect Adjusted Earnings taxes (1)
$36,548
17,120
51,446
9,236
$6,427
5,462
66,118
(1,513)
$42,575
21,546
199,302
$83,275
28,473
286,842
(4,690)
(33,610)
Post-tax Adjusted Earnings to fully diluted shareholders ("Post-tax
Adjusted Earnings")
$114,350
$76,493
$258,733
$364,980
Per Share Data:
GAAP fully diluted earnings per share
$
0.21 $
0.04 $
0.24 $
Allocation of net income to noncontrolling interests
Total pre-tax adjustments (from above)
Income tax adjustment to reflect adjusted earnings taxes
Other
—
0.21
0.04
—
—
0.28
(0.01)
0.01
0.01
0.81
(0.02)
0.01
Post-tax Adjusted Earnings Per Share ("Adjusted Earnings EPS")
Pre-tax adjusted earnings per share
$
$
0.46 $
0.54 $
0.32 $
0.36 $
1.05 $
1.23 $
0.45
—
1.17
(0.14)
0.01
1.49
1.80
Fully diluted weighted-average shares of common stock outstanding
249,795
236,304
246,343
245,177
Notes to the above table:
(1) Newmark’s GAAP provision (benefit) for income taxes is calculated based on an annualized methodology. Newmark includes additional tax-
deductible items when calculating the provision (benefit) for taxes with respect to Adjusted Earnings using an annualized methodology. These
include tax-deductions related to equity-based compensation, and certain net-operating loss carryforwards. The adjustment in the tax provision to
reflect Adjusted Earnings is shown below (in millions):
Three Months Ended
December 31,
2023
2022
Year Ended December 31,
2023
2022
GAAP provision for income taxes
Income tax adjustment to reflect Adjusted Earnings
Provision for income taxes for Adjusted Earnings
$
$
29.1 $
(9.2)
19.9 $
6.3
1.5
7.8
$
$
41.1 $
4.7
45.8 $
42.1
33.6
75.7
(2) Primarily represents portion of Newmark's net income pro-rated for Cantor and BGC employees' ownership percentage and the noncontrolling
portion of Newmark's net income in subsidiaries.
(3) The components of equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in
millions):
Three Months Ended
December 31,
Year Ended December 31,
2023
2022
2023
2022
Issuance of common stock and exchangeability
expenses
Limited partnership units amortization
RSU amortization Expense
Total equity-based compensation
Allocations of net income
Equity-based compensation and allocations of net
income to limited partnership units and FPUs
$
$
$
32.3 $
23.1 $
4.5
6.6
3.1
6.0
85.9 $
14.3
24.6
43.4 $
32.2 $
124.8 $
11.5
3.1
14.9
92.3
8.3
21.8
122.4
15.9
54.9 $
35.3 $
139.7 $
138.3
(4) Includes compensation expenses related to severance charges as a result of the cost savings initiatives of $0.5 million and $0.0 million for the
three months ended December 31, 2023 and 2022, respectively, and $2.4 million and $0.0 million for the year ended December 31, 2023 and
2022, respectively. Also includes commission charges related to non-cash GAAP gains attributable to OMSR revenues of $0.9 million and $(0.4)
million for the three months ended December 31, 2023 and 2022, respectively, and $2.8 million and $2.1 million for the year ended December 31,
2023 and 2022, respectively.
(5) Includes Non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions.
(6) Adjusted Earnings calculations exclude non-cash GAAP amortization of mortgage servicing rights (which Newmark refers to as “MSRs”).
Subsequent to the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized in proportion to the
net servicing revenue expected to be earned. However, it is expected that any cash received with respect to these servicing rights, net of
associated expenses, will increase Adjusted Earnings in future periods.
(7) The components of other non-compensation adjustments are as follows (in millions):
Three Months Ended
December 31,
Year Ended December 31,
2023
2022
2023
2022
Lease expense (credits) related to liquidating entities
$
(14.0) $
1.4 $
(8.4) $
Asset impairments
Unaffiliated third party professional fees and expenses
related to legal matters
Proceeds from legal settlements
Acquisition costs
Fair value adjustments related to acquisition earn-outs
3.3
1.4
(0.1)
—
22.7
—
—
—
10.7
4.3
(4.6)
2.0
$
$
4.8 $
(4.6) $
(2.5) $
21.6 $
5.2 $
9.2 $
5.8
27.8
—
—
(0.3)
(1.3)
32.0
(8) Adjusted Earnings calculations exclude non-cash GAAP gains attributable to originated mortgage servicing rights (which Newmark refers to
as "OMSRs"). Under GAAP, Newmark recognizes OMSRs equal to the fair value of servicing rights retained on mortgage loans originated and
sold.
(9) The components of non-cash, non-dilutive, non-economic items are as follows (in millions):
Nasdaq Impact
Loss from the disposition of assets
Unrealized loss on marketable securities
Loss on non-marketable securities
Proceeds from litigation settlement
Three Months Ended
December 31,
Year Ended December 31,
2023
2022
2023
2022
$
— $
— $
— $
—
0.2
2.8
(12.8)
—
0.2
(1.0)
—
8.7
0.6
3.8
(12.8)
87.5
—
0.5
12.9
—
$
(9.8) $
(0.8) $
0.3 $
100.9
(10) Excludes the noncontrolling portion of Newmark's net income in subsidiaries which are not wholly owned.
RECONCILIATION OF GAAP NET INCOME AVAILABLE TO COMMON STOCKHOLDERS TO ADJUSTED EBITDA
NEWMARK GROUP, INC.
(in thousands)
(unaudited)
GAAP net income available to common stockholders
$
36,548 $
6,427 $
42,575 $
83,275
Three Months Ended December 31,
Year Ended December 31,
2023
2022
2023
2022
Adjustments:
Net income attributable to noncontrolling interests (1)
Provision for income taxes
OMSR revenue (2)
MSR amortization (3)
Other depreciation and amortization (4)
Equity-based compensation and allocations of net income to limited
partnership units and FPUs (5)
Other adjustments (6)
Other non-cash, non-dilutive, non-economic items and Nasdaq (7)
Interest expense
16,793
29,084
(23,940)
29,082
14,812
54,886
(5,385)
2,930
11,389
5,699
6,330
(21,570)
28,577
18,480
35,338
13,642
(845)
10,126
19,800
41,103
(82,082)
109,877
56,344
139,691
9,478
13,105
48,418
29,270
42,054
(109,926)
109,076
56,740
138,312
21,134
100,623
40,120
Adjusted EBITDA ("AEBITDA")
$
166,199 $
102,204 $
398,309 $
510,678
(1) Primarily represents portion of Newmark's net income pro-rated for Cantor and BGC employees' ownership percentage and the noncontrolling
portion of Newmark's net income in subsidiaries.
(2) Non-cash gains attributable to originated mortgage servicing rights.
(3) Non-cash amortization of mortgage servicing rights in proportion to the net servicing revenue expected to be earned.
(4) Includes fixed asset depreciation and impairment of $10.3 million and $15.1 million for the three months ended December 31, 2023 and 2022,
respectively, and $39.2 million and $42.4 million for the years ended December 31, 2023 and 2022, respectively. Also includes intangible asset
amortization related to acquisitions of $4.5 million and $3.4 million for the three months ended December 31, 2023 and 2022, respectively, and
$17.1 million and $14.3 million for the years ended December 31, 2023 and 2022, respectively.
(5) Please refer to Footnote 3 under Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted Earnings Before
Noncontrolling Interests and GAAP Fully Diluted EPS to Post-tax Adjusted EPS for additional information about the components of "Equity-based
compensation and allocations of net income to limited partnership units and FPUs".
(6) The components of other adjustments are as follows (in millions):
Severance charges
Assets impairment not considered a part of ongoing operations
Commission charges related to non-GAAP gains attributable to OMSR
revenues and others
Fair value adjustments related to acquisition earn-outs
Lease expense (credits) related to liquidating entities
Three Months Ended
December 31,
2023
2022
Year Ended December 31,
2023
2022
$
$
$
$
0.5 $
2.5
0.9
4.8 $
(14.0) $
(5.4) $
$
—
15.1
(0.4)
(2.5) $
$
1.4
$
13.6
2.4 $
7.5
2.8
5.2 $
(8.4) $
9.5 $
—
14.5
2.1
(1.3)
5.8
21.1
(7) Please refer to Footnote 9 under Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted Earnings Before
Noncontrolling Interests and Taxes and GAAP Fully Diluted EPS to Post-tax Adjusted EPS for additional information about the components of
Other non-cash, non-dilutive, non-economic items. For the three months and year ended December 31, 2023, adjustments to AEBITDA does not
include $12.8 million of proceeds from the settlement of a litigation matter, which was excluded from Adjusted Earnings calculations.
NEWMARK GROUP, INC.
FULLY DILUTED WEIGHTED-AVERAGE SHARE COUNT
FOR GAAP AND ADJUSTED EARNINGS
(in thousands)
(unaudited)
Common stock outstanding
Limited partnership units
Cantor units
Founding partner units
RSUs
Other
Three Months Ended
December 31,
Year Ended December 31,
2023
2022
2023
2022
173,258
45,873
24,869
3,084
2,182
528
171,515
34,738
24,679
3,097
1,845
431
173,475
—
—
—
2,413
494
180,337
31,903
24,656
3,385
3,255
1,641
Fully diluted weighted-average share count for GAAP
249,795
236,304
176,382
245,177
Adjusted Earnings Adjustments:
Common stock outstanding
Limited partnership units
Cantor units
Founding partner units
RSUs
Other
—
—
—
—
—
—
—
—
—
—
—
—
—
41,969
24,783
3,209
—
—
—
—
—
—
—
—
Fully diluted weighted-average share count for Adjusted
Earnings
249,795
236,304
246,342
245,177
___________________________________________________________________________________________________________________________________
NEWMARK GROUP, INC.
LIQUIDITY ANALYSIS
(in thousands)
(unaudited)
Cash and cash equivalents
Marketable securities (1)
Total (2)
December 30,
December 31,
2023
2022
$
$
164,894 $
99
164,993 $
233,016
788
233,804
(1) Since the majority of the Company's marketable securities have been sold, liquidity is primarily comprised of cash and cash equivalents.
Therefore, the Company does not expect to include this table going forward.
(2) In addition to the total Liquidity figures shown above, Newmark's undrawn amount on the Credit Facility was $600.0 million as of
December 31, 2023 and December 31, 2022.
___________________________________________________________________________________________________________________________________
NET LEVERAGE
As of December 31, 2023, total corporate debt was $547.3 million (currently consisting of only Long-term debt), which net of total liquidity of
$165.0 million, equaled net debt of $382.3 million. $382.3 million divided by trailing twelve month Adjusted EBITDA of $398.3 million equaled a
net leverage ratio of 1.0 times. Long-term debt as shown on the balance sheet is net of $2.7M of deferred finance costs.
NEWMARK GROUP, INC.
Other Income (Loss)
(in millions)
(unaudited)
Nasdaq Impact
Mark-to-market gains (losses) on non-marketable investments, net
Other items, net
Other income (loss), net under GAAP
To reconcile from GAAP other income (loss), exclude:
Nasdaq Impact
Mark-to-market (gains) losses on non-marketable investments, net
Other items, net
Other income (loss), net for Pre-tax Adjusted Earnings and Adjusted EBITDA
Three Months Ended
December 31,
Year Ended
December 31,
2023
$—
(2.8)
12.5
9.7
—
2.8
(12.6)
(0.1)
2022
$—
1.0
2.7
3.7
—
(1.0)
0.2
2.9
2023
$—
1.7
12.1
13.9
—
12.5
(12.1)
14.2
2022
$(87.4)
(12.9)
2.6
(97.7)
87.6
12.9
0.4
3.2
Newmark's Other income (loss), net under GAAP includes equity method investments that represent Newmark's pro rata share
of net gains or losses and mark-to-market gains or losses on non-marketable investments. For the year ended December 31,
2023, the difference between GAAP and non-GAAP other income was due to net realized and unrealized losses on investments
and proceeds from the settlement of a litigation matter. For the year ended December 31, 2022, the difference included net
realized and unrealized losses on investments and losses with respect to the Nasdaq shares the Company received in 2021,
which it sold between July of 2021 and March of 2022.
Reconciliation of GAAP pre-tax income to GAAP pre-tax income excluding other income
NEWMARK GROUP, INC.
(in thousands)
(unaudited)
GAAP income before income taxes and noncontrolling interests ("GAAP pre-tax
income")
$
82,425
$
18,456 $ 103,478 $ 154,599
Less: Other (income) loss (including the Impact of Nasdaq)
(9,735)
(3,730)
(13,854)
97,701
GAAP pre-tax income excluding other income
$
72,690
$
14,726 $
89,624 $ 252,300
Three Months Ended
December 31,
Year Ended December 31,
2023
2022
2023
2022
RECONCILIATION OF GAAP NET LOSS AVAILABLE TO COMMON STOCKHOLDERS TO ADJUSTED EARNINGS
BEFORE NONCONTROLLING INTERESTS AND TAXES AND GAAP FULLY DILUTED EPS TO POST-TAX ADJUSTED EPS
NEWMARK GROUP, INC.
(in thousands, except per share data)
(unaudited)
GAAP net loss available to common stockholders
Benefit for income taxes (1)
Net loss attributable to noncontrolling interests (2)
GAAP loss before income taxes and noncontrolling interests
Pre-tax adjustments:
Compensation adjustments:
Equity-based compensation and allocations of net income to limited partnership units and FPUs
(3)
Other compensation adjustments (4)
Total Compensation adjustments
Non-Compensation adjustments:
Amortization of intangibles (5)
MSR amortization (6)
Other non-compensation adjustments (7)
Total Non-Compensation expense adjustments
Non-cash adjustment for OMSR revenue (8)
Other (income) loss, net
Other non-cash, non-dilutive, and/or non-economic items (9)
Total Other (income) loss, net
Total pre-tax adjustments
Adjusted Earnings before noncontrolling interests and taxes ("Pre-tax Adjusted Earnings")
GAAP net loss available to common stockholders
Allocations of net loss to noncontrolling interests (10)
Total pre-tax adjustments (from above)
Income tax adjustment to reflect Adjusted Earnings taxes (1)
Three Months Ended March 31,
2024
2023
$(16,254)
(3,516)
(10,062)
$(29,832)
$(10,350)
(3,056)
(5,999)
$(19,405)
51,443
930
52,373
4,439
28,147
3,911
36,497
35,648
872
36,520
3,448
26,204
1,525
31,177
(16,144)
(14,099)
13
13
72,739
$42,907
6,638
6,638
60,236
$40,831
$(16,254)
$(10,350)
(9,113)
72,739
(9,953)
(5,310)
60,236
(9,223)
Post-tax Adjusted Earnings to fully diluted shareholders ("Post-tax Adjusted Earnings")
$37,420
$35,353
Per Share Data:
GAAP fully diluted earnings per share
Allocation of net loss to noncontrolling interests
Total pre-tax adjustments (from above)
Income tax adjustment to reflect adjusted earnings taxes
Other
$
(0.09) $
—
0.28
(0.04)
—
0.15 $
0.17 $
(0.06)
—
0.25
(0.04)
0.00
0.15
0.17
Post-tax Adjusted Earnings Per Share ("Adjusted Earnings EPS")
Pre-tax adjusted earnings per share
$
$
Fully diluted weighted-average shares of common stock outstanding
255,424
239,886
Notes to the above table:
(1) Newmark’s GAAP provision (benefit) for income taxes is calculated based on an annualized methodology. Newmark includes additional tax-
deductible items when calculating the provision (benefit) for taxes with respect to Adjusted Earnings using an annualized methodology. These
include tax-deductions related to equity-based compensation, and certain net-operating loss carryforwards. The adjustment in the tax provision to
reflect Adjusted Earnings is shown below (in millions):
GAAP benefit for income taxes
Income tax adjustment to reflect Adjusted Earnings
Provision for income taxes for Adjusted Earnings
$
$
(3.5) $
10.0
6.5 $
(3.1)
9.2
6.1
Three Months Ended
March 31,
2024
2023
(2) Primarily represents portion of Newmark's net income pro-rated for Cantor and BGC employees' ownership percentage and the noncontrolling
portion of Newmark's net income in subsidiaries.
(3) The components of equity-based compensation and allocations of net income to limited partnership units and FPUs are as follows (in
millions):
Issuance of common stock and exchangeability
expenses
Limited partnership units amortization
RSU amortization Expense
Total equity-based compensation
Allocations of net income
Equity-based compensation and allocations of net
income to limited partnership units and FPUs
Three Months Ended
March 31,
2024
2023
$
$
$
40.2 $
3.3
7.7
51.2 $
0.2
24.6
4.9
6.0
35.5
0.2
51.4 $
35.7
(4) Includes compensation expenses related to severance charges as a result of the cost savings initiatives of $1.4 million and $1.1 million for the
three months ended March 31, 2024 and 2023, respectively. Also includes commission charges related to non-cash GAAP gains attributable to
OMSR revenues of $(0.4) million and $(0.3) million for the three months ended March 31, 2024 and 2023, respectively.
(5) Includes Non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions.
(6) Adjusted Earnings calculations exclude non-cash GAAP amortization of mortgage servicing rights (which Newmark refers to as “MSRs”).
Subsequent to the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized in proportion to the
net servicing revenue expected to be earned. However, it is expected that any cash received with respect to these servicing rights, net of
associated expenses, will increase Adjusted Earnings in future periods.
(7) The components of other non-compensation adjustments are as follows (in millions):
Three Months Ended
March 31,
2024
2023
Lease expense (credits) related to liquidating entities
$
(3.5) $
Asset impairments
Unaffiliated third party professional fees and expenses
related to legal matters
Proceeds from legal settlements
Acceleration of debt issuance costs
Acquisition costs
Fair value adjustments related to acquisition earn-outs
3.3
1.3
(0.1)
2.6
—
0.3
$
3.9 $
2.9
0.9
—
(4.5)
—
1.8
0.4
1.5
(8) Adjusted Earnings calculations exclude non-cash GAAP gains attributable to originated mortgage servicing rights (which Newmark refers to
as "OMSRs"). Under GAAP, Newmark recognizes OMSRs equal to the fair value of servicing rights retained on mortgage loans originated and
sold.
(9) The components of non-cash, non-dilutive, and/or non-economic items are as follows (in millions):
Loss from the disposition of assets
Unrealized loss on marketable securities (i)
Loss on non-marketable securities
Three Months Ended
March 31,
2024
2023
—
—
—
$
— $
6.4
—
0.3
6.7
(i) Includes $13 thousand of unrealized loss on marketable securities for the three months ended March 31, 2024.
(10) Excludes the noncontrolling portion of Newmark's net income in subsidiaries which are not wholly owned.
RECONCILIATION OF GAAP NET LOSS AVAILABLE TO COMMON STOCKHOLDERS TO ADJUSTED EBITDA
NEWMARK GROUP, INC.
(in thousands)
(unaudited)
GAAP net loss available to common stockholders
$
(16,254) $
(10,350)
Three Months Ended March 31,
2024
2023
Adjustments:
Net loss attributable to noncontrolling interests (1)
Benefit for income taxes
OMSR revenue (2)
MSR amortization (3)
Other depreciation and amortization (4)
Equity-based compensation and allocations of net income to limited partnership units and FPUs
(5)
Other adjustments (6)
Other non-cash, non-dilutive, and/or non-economic items (7)
Interest expense
Adjusted EBITDA ("AEBITDA")
(10,062)
(3,516)
(16,144)
28,147
15,819
51,443
1,799
13
12,238
(5,999)
(3,056)
(14,099)
26,204
12,626
35,648
4,186
6,638
11,124
$
63,483 $
62,922
(1) Primarily represents portion of Newmark's net income pro-rated for Cantor and BGC employees' ownership percentage and the noncontrolling
portion of Newmark's net income in subsidiaries.
(2) Non-cash gains attributable to originated mortgage servicing rights.
(3) Non-cash amortization of mortgage servicing rights in proportion to the net servicing revenue expected to be earned.
(4) Includes fixed asset depreciation and impairment of $11.4 million and $9.2 million for the three months ended March 31, 2024 and 2023,
respectively. Also includes intangible asset amortization related to acquisitions of $4.4 million and $3.4 million for the three months ended March
31, 2024 and 2023, respectively.
(5) Please refer to Footnote 3 under Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted Earnings Before
Noncontrolling Interests and GAAP Fully Diluted EPS to Post-tax Adjusted EPS for additional information about the components of "Equity-based
compensation and allocations of net income to limited partnership units and FPUs".
(6) The components of other adjustments are as follows (in millions):
Severance charges
Assets impairment not considered a part of ongoing operations
Commission charges related to non-GAAP gains attributable to OMSR
revenues and others
Fair value adjustments related to acquisition earn-outs
Lease expense (credits) related to liquidating entities
Acceleration of debt issuance costs
Three Months Ended March 31,
2024
2023
$
$
1.4 $
1.5
(0.4)
0.3
(3.5)
2.6
1.8 $
1.1
—
(0.3)
0.4
2.9
—
4.2
(7) Please refer to Footnote 9 under Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted Earnings Before
Noncontrolling Interests and Taxes and GAAP Fully Diluted EPS to Post-tax Adjusted EPS for additional information about the components of
Other non-cash, non-dilutive, and/or non-economic items.
NEWMARK GROUP, INC.
FULLY DILUTED WEIGHTED-AVERAGE SHARE COUNT
FOR GAAP AND ADJUSTED EARNINGS
(in thousands)
(unaudited)
Common stock outstanding
Limited partnership units
Cantor units
Founding partner units
RSUs
Other
Three Months Ended March 31,
2024
2023
174,774
172,561
—
—
—
—
—
—
—
—
—
—
Fully diluted weighted-average share count for GAAP
174,774
172,561
Adjusted Earnings Adjustments:
Common stock outstanding
Limited partnership units
Cantor units
Founding partner units
RSUs
Other
—
48,143
24,868
3,018
4,127
494
—
37,054
24,608
3,488
1,757
418
Fully diluted weighted-average share count for Adjusted Earnings
255,424
239,886
___________________________________________________________________________________________________________________________________
NET LEVERAGE
As of March 31, 2024, total corporate debt was $670.2 million (currently consisting of only Long-term debt), which net of total liquidity of $141.0
million, equaled net debt of $529.2 million. $529.2 million divided by trailing twelve month Adjusted EBITDA of $399.0 million equaled a net
leverage ratio of 1.3 times. Long-term debt as shown on the balance sheet is net of $4.8M of deferred finance costs.
NEWMARK GROUP, INC.
Other Income (Loss)
(in millions)
(unaudited)
Other items, net
Other income (loss), net under GAAP
To reconcile from GAAP other income (loss), exclude:
Other items, net
Other income (loss), net for Pre-tax Adjusted Earnings and Adjusted EBITDA
Three Months Ended March 31,
2024
—
—
—
—
2023
(3.0)
(3.0)
6.6
3.6
Newmark's Other income (loss), net under GAAP includes equity method investments that represent Newmark's pro rata share
of net gains or losses and mark-to-market gains or losses on investments. For the three months ended March 31, 2024, the
difference between GAAP and non-GAAP other income included $13 thousand of unrealized losses on marketable securities.
For the three months ended March 31, 2023, the difference included equity method investments that represent Newmark's pro
rata share of net gains or losses on investments and mark-to-market gains or losses on non-marketable investments.
Corporate Information
B OA R D O F
D I R E C TO R S
Howard W. Lutnick
Chairman of the Board
C O R P O R AT E
M A N A G E M E N T
Virginia S. Bauer
Director
Jay Itzkowitz
Director
Kenneth A. McIntyre
Director
E X E C U T I V E
O F F I C E R S
Howard W. Lutnick
Executive Chairman
Barry M. Gosin
Chief Executive Officer
Michael J. Rispoli
Chief Financial Officer
Stephen M. Merkel
Chief Legal Officer and
Executive Vice President
Luis A. Alvarado
Chief Revenue Officer and
East Region Market Leader
Roger Anscher
Chief Administrative Officer
Elizabeth A. Hart
President of Leasing
for North America
Sharon B.R. Karaffa
President, Multifamily
Debt & Structured Finance
James D. Kuhn
President and
Head of Investor Services
Chad Lavender
President of Capital Markets
for North America
Joshua E. Davis
General Counsel
Caroline A. Koster
General Counsel, ESG,
Chief Counsel, Securities
and Corporate Governance,
Managing Director, and
Corporate Secretary
Angie Leccese
Chief Marketing Officer
Karen M. Mitchell
Chief Human
Resources Officer
Sridhar Potineni
Chief Information Officer
I N V E S TO R R E L AT I O N S A N D R E Q U E S T S
F O R A N N UA L R E P O R T O N F O R M 10 - K
Jason A. McGruder
Head of Investor Relations
Copies of the Company’s Annual Report on Form 10-K and any
amendments thereto on form 10-K/A along with news releases,
other recent SEC filings and general stock information are available
by going to ir.nmrk.com, calling Investor Relations at +1 212-829-
7124, or writing to Investor Relations at Newmark’s headquarters.
H E A D Q UA R T E R S
125 Park Avenue
New York, NY 10017
t +1 212-372-2000
I N D E P E N D E N T R E G I S T E R E D
P U B L I C A C C O U N T I N G F I R M
Ernst & Young LLP
One Manhattan West
New York, NY 10001
S TO C K L I S T I N G N A S DA Q :
NMRK
T R A N S F E R A G E N T
Equiniti
6201 15th Avenue
Brooklyn, NY 11219
t +1 718-921-8124
equiniti.com
L E G A L C O U N S E L
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178-0060
Headquarters
125 Park Ave.
New York, NY 10017
t 212-372-2000
About Newmark
Newmark Group, Inc. (Nasdaq: NMRK), together with its
subsidiaries (“Newmark”), is a world leader in commercial
real estate, seamlessly powering every phase of the property
life cycle. Newmark’s comprehensive suite of services and
products is uniquely tailored to each client, from owners to
occupiers, investors to founders, and startups to blue-chip
companies. Combining the platform’s global reach with
market intelligence in both established and emerging property
markets, Newmark provides superior service to clients across
the industry spectrum. For the year ended December 31,
2023, Newmark generated revenues of approximately $2.5
billion. As of March 31, 2024, Newmark’s company-owned
offices, together with its business partners, operate from
approximately 170 offices with 7,600 professionals around
the world. To learn more, visit nmrk.com or follow @newmark.
nmrk.com
ir.nmrk.com
nmrk.com/insights
linkedin.com/company/nmrk-cre
x.com/newmark
Cover photos from left to right:
Front Cover: New York City, London, Miami
Back Cover: Los Angeles, Dallas
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