Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 23, 2022 | Jun. 30, 2021 | |
Document Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38329 | ||
Entity Registrant Name | NEWMARK GROUP, INC. | ||
Entity Incorporation, State | DE | ||
Entity Tax Identification Number | 81-4467492 | ||
Entity Address, Street | 125 Park Avenue | ||
Entity Address, City | New York | ||
Entity Address, State | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 212 | ||
Local Phone Number | 372-2000 | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value | ||
Trading Symbol | NMRK | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.9 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2022 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001690680 | ||
Class A Common Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 167,776,734 | ||
Class B Common Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 21,285,533 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 191,332 | $ 191,448 |
Restricted cash | 75,168 | 66,951 |
Marketable securities | 524,569 | 33,283 |
Loans held for sale, at fair value | 1,072,479 | 1,086,805 |
Receivables, net | 569,206 | 376,795 |
Receivables from related parties | 8,262 | 0 |
Other current assets (see Note 19) | 83,337 | 63,790 |
Total current assets | 2,524,353 | 1,819,072 |
Goodwill | 657,131 | 560,332 |
Mortgage servicing rights, net | 550,302 | 494,729 |
Loans, forgivable loans and other receivables from employees and partners, net | 453,345 | 454,270 |
Right-of-use assets | 606,634 | 190,469 |
Fixed assets, net | 135,756 | 96,367 |
Other intangible assets, net | 76,199 | 44,289 |
Other assets (see Note 19) | 212,481 | 322,922 |
Total assets | 5,216,201 | 3,982,450 |
Current liabilities: | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 1,050,693 | 1,061,202 |
Accrued compensation | 462,533 | 279,872 |
Accounts payable, accrued expenses and other liabilities (see Note 29) | 528,746 | 326,548 |
Repurchase agreements and securities loaned | 140,007 | 33,278 |
Payables to related parties | 10,762 | 4,392 |
Total current liabilities | 2,192,741 | 1,705,292 |
Long-term debt | 545,239 | 680,385 |
Right-of-use liabilities | 586,069 | 218,629 |
Other long-term liabilities (see Note 29) | 207,012 | 436,952 |
Total liabilities | 3,531,061 | 3,041,258 |
Commitments and contingencies (see Note 31) | ||
Redeemable partnership interests | 20,947 | 20,045 |
Equity: | ||
Additional paid-in capital | 487,447 | 351,450 |
Retained earnings | 1,079,661 | 342,764 |
Accumulated other comprehensive loss | (2,731) | (2,094) |
Total stockholders’ equity | 1,277,927 | 655,049 |
Noncontrolling interests | 386,266 | 266,098 |
Total equity | 1,664,193 | 921,147 |
Total liabilities, redeemable partnership interests, and equity | 5,216,201 | 3,982,450 |
Class A Common Stock | ||
Equity: | ||
Common stock value | 1,940 | 1,676 |
Treasury stock at cost: 25,774,514 and 5,498,228 shares of Class A common stock at December 31, 2021 and December 31, 2020, respectively | (290,174) | (40,531) |
Class B Common Stock | ||
Equity: | ||
Common stock value | 212 | 212 |
Contingent Class A Common Stock | ||
Equity: | ||
Common stock value | $ 1,572 | $ 1,572 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Treasury stock, shares issued (in shares) | 25,774,514 | 5,498,228 |
Class A Common Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 194,046,885 | 167,604,348 |
Common stock, shares outstanding (in shares) | 168,272,371 | 161,175,894 |
Treasury stock, shares issued (in shares) | 20,405,324 | |
Class B Common Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 21,285,533 | 21,285,533 |
Common stock, shares outstanding (in shares) | 21,285,533 | 21,285,533 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues: | ||||
Revenues | $ 2,906,443 | $ 1,904,998 | $ 2,218,132 | |
Expenses: | ||||
Compensation and employee benefits | 1,828,887 | 1,147,360 | 1,275,988 | |
Equity-based compensation and allocations of net income to limited partnership units and FPUs | 356,345 | 130,759 | 258,836 | |
Total compensation and employee benefits | 2,185,232 | 1,278,119 | 1,534,824 | |
Operating, administrative and other | 553,623 | 294,405 | 361,857 | |
Fees to related parties | 23,789 | 22,573 | 25,025 | |
Depreciation and amortization | 121,729 | 141,193 | 131,144 | |
Total operating expenses | 2,884,373 | 1,736,290 | 2,052,850 | |
Other (loss) income, net | 1,232,495 | 15,290 | 80,954 | |
Income from operations | 1,254,565 | 183,998 | 246,236 | |
Interest expense, net | (33,473) | (37,728) | (32,088) | |
Income before income taxes and noncontrolling interests | 1,221,092 | 146,270 | 214,148 | |
Provision for income taxes | 242,958 | 36,993 | 52,436 | |
Consolidated net income | 978,134 | 109,277 | 161,712 | |
Less: Net income attributable to noncontrolling interests | 227,406 | 29,217 | 44,407 | |
Net income available to common stockholders | 750,728 | 80,060 | 117,305 | |
Basic earnings per share | ||||
Net income available to common stockholders | [1] | $ 744,528 | $ 70,281 | $ 104,406 |
Basic earnings per share (in usd per share) | $ 3.91 | $ 0.39 | $ 0.59 | |
Basic weighted-average shares of common stock outstanding (in shares) | 190,179 | 179,106 | 177,774 | |
Fully diluted earnings per share | ||||
Net income for fully diluted shares | $ 744,528 | $ 70,281 | $ 108,160 | |
Fully diluted earnings per share (in usd per share) | $ 3.80 | $ 0.39 | $ 0.58 | |
Fully diluted weighted-average shares of common stock outstanding (in shares) | 195,813 | 179,690 | 185,016 | |
Commissions | ||||
Revenues: | ||||
Revenues | $ 1,765,247 | $ 967,948 | $ 1,396,035 | |
Gains from mortgage banking activities/originations, net | ||||
Revenues: | ||||
Revenues | 225,481 | 310,914 | 198,085 | |
Management services, servicing fees and other | ||||
Revenues: | ||||
Revenues | $ 915,715 | $ 626,136 | $ 624,012 | |
[1] | Includes a reduction for dividends on preferred stock or EPUs in the amount of $6.2 million, $9.8 million and $12.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. (see Note 1 — “Organization and Basis of Presentation”). |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
NEWMARK Group Inc Parent | |||
Reduction for dividends on preferred stock or units | $ 6.2 | $ 9.8 | $ 12.9 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net income | $ 978,134 | $ 109,277 | $ 161,712 |
Foreign currency translation adjustments | (832) | (2,178) | 0 |
Comprehensive income, net of tax | 977,302 | 107,099 | 161,712 |
Less: Comprehensive income attributable to noncontrolling interests, net of tax | 227,406 | 29,217 | 44,407 |
Comprehensive income available to common stockholders | $ 749,896 | $ 77,882 | $ 117,305 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockContingent Class A Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Noncontrolling InterestsCumulative Effect, Period of Adoption, Adjustment |
Balance at beginning of period at Dec. 31, 2018 | $ 1,056,799 | $ 1,570 | $ 212 | $ 3,250 | $ 285,071 | $ (486) | $ 277,952 | $ 489,230 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Consolidated net income | 161,712 | 117,305 | 44,407 | |||||||||
Dividends to common stockholders | (69,245) | (69,245) | ||||||||||
Preferred dividend on exchangeable preferred partnership units | 0 | (12,900) | 12,900 | |||||||||
Earnings distributions to limited partnership interests and other noncontrolling interests | (73,646) | (73,646) | ||||||||||
Grant of exchangeability, redemption and issuance of Class A common stock | (1,902) | 38 | (1,789) | 30,607 | (30,758) | |||||||
Repurchase of Class A common stock | (42,100) | (34,408) | (7,692) | |||||||||
Redemption of EPU's | (93,480) | (93,480) | ||||||||||
Other | 2,487 | 2,487 | ||||||||||
Balance at end of period at Dec. 31, 2019 | 940,625 | $ (21,113) | $ 1,608 | 212 | 1,461 | 318,165 | (34,894) | 313,112 | $ (17,458) | 340,961 | $ (3,655) | |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 | |||||||||||
Consolidated net income | 109,277 | 80,060 | 29,217 | |||||||||
Foreign currency translation adjustments | (2,178) | $ (1,776) | (402) | |||||||||
Dividends to common stockholders | (23,171) | (23,171) | ||||||||||
Preferred dividend on exchangeable preferred partnership units | 0 | (9,779) | 9,779 | |||||||||
Earnings distributions to limited partnership interests and other noncontrolling interests | (22,365) | (22,365) | ||||||||||
Grant of exchangeability, redemption and issuance of Class A common stock | 28,773 | $ 68 | 24,747 | 3,958 | ||||||||
Repurchase of Class A common stock | (6,817) | (5,637) | (1,180) | |||||||||
Issuance and redemption of limited partnership units including contingent units | 0 | 111 | 266 | (377) | ||||||||
Restricted stock units compensation | 11,290 | 7,648 | 3,642 | |||||||||
Redemption of EPU's | (93,480) | (93,480) | ||||||||||
Other | 306 | 624 | (318) | |||||||||
Balance at end of period at Dec. 31, 2020 | 921,147 | 1,676 | 212 | 1,572 | 351,450 | (40,531) | 342,764 | (2,094) | 266,098 | |||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Consolidated net income | 978,134 | 750,728 | 227,406 | |||||||||
Foreign currency translation adjustments | (832) | (637) | (195) | |||||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | 6,898 | 6,898 | ||||||||||
Dividends to common stockholders | (7,631) | (7,631) | ||||||||||
Non-Controlling interest in Deskeo | 13,464 | 13,464 | ||||||||||
Issuance of Class A common stock for acquisition | 3,000 | 2,577 | 423 | |||||||||
Preferred dividend on exchangeable preferred partnership units | 0 | (6,200) | 6,200 | |||||||||
Earnings distributions to limited partnership interests and other noncontrolling interests | 1,805 | 1,805 | ||||||||||
Grant of exchangeability, redemption and issuance of Class A common stock | 165,644 | 264 | 104,121 | 61,259 | ||||||||
Contributions of capital to and from Cantor for equity-based compensation | 28,012 | 19,348 | 8,664 | |||||||||
Repurchase of Class A common stock | (290,184) | (249,643) | (40,541) | |||||||||
Restricted stock units compensation | 12,132 | 9,951 | 2,181 | |||||||||
Redemption of EPU's | (167,396) | (167,396) | ||||||||||
Balance at end of period at Dec. 31, 2021 | $ 1,664,193 | $ 1,940 | $ 212 | $ 1,572 | $ 487,447 | $ (290,174) | $ 1,079,661 | $ (2,731) | $ 386,266 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
FPU's | |||
Increase (Decrease) in Stockholders' Equity | |||
Issuance of Class A common stock for Newmark RSUs (in shares) | 1,831,924 | ||
Class A Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Treasury stock repurchases (in shares) | 20,237,430 | 930,226 | 4,518,002 |
Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Dividends declared per share of common stock (in dollars per share) | $ 0.04 | $ 0.13 | $ 0.40 |
Dividends declared and paid per share of common stock (in dollars per share) | $ 0.04 | $ 0.13 | $ 0.39 |
Common Stock | Class A Common Stock | |||
Increase (Decrease) in Stockholders' Equity | |||
Grant of exchangeability, redemption and issuance of limited partnership interests and issuance of common stock (in shares) | 27,333,907 | 5,840,659 | 3,867,127 |
Treasury stock repurchases (in shares) | 20,237,430 | 930,226 | 4,518,002 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Consolidated net income | $ 978,134 | $ 109,277 | $ 161,712 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Gain on originated mortgage servicing rights | (147,789) | (193,913) | (103,160) |
Depreciation and amortization | 121,729 | 141,193 | 131,144 |
Nasdaq earn-out recognition | (1,108,012) | (121,906) | (98,580) |
Provision/(reversals) for/of credit losses on the financial guarantee liability | (3,592) | 11,632 | 0 |
Provision for doubtful accounts | 6,338 | 4,668 | 1,817 |
Equity-based compensation and allocation of net income to limited partnership units and FPUs | 356,345 | 130,759 | 258,836 |
Employee loan amortization | 79,418 | 73,596 | 38,987 |
Deferred tax (benefit) provision | 118,649 | 419 | (27,852) |
Non-cash changes in acquisition related earn-outs | 415 | (9,916) | 728 |
Unrealized (gains) on loans held for sale | (21,259) | (24,295) | (5,174) |
Unrealized gain on investment | (27,825) | 0 | 0 |
(Gains) Loss from an equity method investment | 0 | 11,562 | (7,250) |
Realized (gain) loss on marketable securities | (24,468) | 2,204 | (4,056) |
Unrealized gain on marketable securities | (77,266) | (5,004) | (11,303) |
Realized loss (gains) on non-marketable investments | (1,590) | 84,186 | (12,159) |
Change in valuation of derivative asset | 12,475 | 13,680 | 51,117 |
Loan originations—loans held for sale | (9,142,148) | (12,374,231) | (8,783,225) |
Loan sales—loans held for sale | 9,177,733 | 11,527,010 | 9,563,973 |
Other | 3,610 | 3,405 | 4,260 |
Consolidated net income, adjusted for non-cash and non-operating items | 300,897 | (615,674) | 1,159,815 |
Changes in operating assets and liabilities: | |||
Receivables, net | (191,271) | 123,743 | (52,021) |
Loans, forgivable loans and other receivables from employees and partners | (78,493) | (127,917) | (161,897) |
Right of use asset | 41,508 | 11,192 | (19,481) |
Receivable from related parties | (8,262) | 0 | 0 |
Other assets | 8,858 | 21,764 | (93,823) |
Accrued compensation | (83,237) | (75,369) | 39,959 |
Right of use liability | (34,676) | (7,029) | 72,947 |
Accounts payable, accrued expenses and other liabilities | (4,399) | (82,415) | 17,829 |
Payables to related parties | 366 | (25,989) | 23,433 |
Net cash (used in) provided by operating activities | (48,709) | (777,694) | 986,761 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Payments for acquisitions, net of cash acquired | (69,755) | (5,850) | (33,939) |
Distributions from equity method investment | 0 | 90 | 8,560 |
Proceeds from the sale of marketable securities | 551,064 | 34,738 | 32,606 |
Purchase of non-marketable investments | (8,500) | 0 | (28,000) |
Purchase of debt securities | 0 | (12,754) | 0 |
Purchases of fixed assets | (19,721) | (19,626) | (34,526) |
Purchase of MSRs | 0 | (200) | (1,489) |
Net cash (used in) provided by investing activities | 453,088 | (3,602) | (56,788) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from warehouse facilities | 9,142,148 | 12,374,231 | 8,783,225 |
Principal payments on warehouse facilities | (9,152,656) | (11,522,677) | (9,545,964) |
Proceeds from the sale of limited partnership interests | 6,898 | 0 | 0 |
Settlement of pre-Spin-Off related party receivables | 0 | 0 | 33,892 |
Borrowing of debt | 55,000 | 365,000 | 155,000 |
Repayment of debt | (195,000) | (275,000) | (105,000) |
Repurchase agreements and securities loaned | 106,729 | (3,457) | 36,735 |
Redemption and repurchase of limited partnership interests | (2,000) | 0 | 0 |
Treasury stock repurchases | (290,538) | (6,364) | (37,368) |
Earnings distributions to limited partnership interests and other noncontrolling interests | (14,907) | (81,879) | (140,576) |
Dividends to stockholders | (7,631) | (23,171) | (69,245) |
Payments on acquisition earn-outs | (42,842) | (4,793) | (4,837) |
Deferred financing costs | (1,479) | (4,067) | (1,368) |
Net cash (used in) provided by financing activities | (396,278) | 817,823 | (895,506) |
Net increase in cash and cash equivalents and restricted cash | 8,101 | 36,527 | 34,466 |
Cash and cash equivalents and restricted cash at beginning of period | 258,399 | 221,872 | 187,406 |
Cash and cash equivalents and restricted cash at end of period | 266,500 | 258,399 | 221,872 |
Cash paid during the period for: | |||
Interest | 36,271 | 40,640 | 36,959 |
Taxes | 99,381 | 80,288 | 95,089 |
Supplemental disclosure of non-cash operating, investing and financing activities: | |||
Right-of-use assets and liabilities | 497,865 | 37,808 | 182,180 |
Treasury stock repurchase | $ 0 | $ 453 | $ 4,732 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Newmark Group, Inc., formerly known as Newmark Knight Frank (together with its subsidiaries, “Newmark” or the “Company”), a Delaware corporation, was formed as NRE Delaware, Inc. on November 18, 2016. Newmark changed its name to Newmark Group, Inc. on October 18, 2017. Newmark Holdings, L.P. (“Newmark Holdings”) is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark Partners, L.P. (“Newmark OpCo”), the operating partnership. Newmark is a leading commercial real estate services firm. Newmark offers a diverse array of integrated services and products designed to meet the full needs of both real estate investors/owners and occupiers. Newmark’s investor/owner services and products include capital markets, which consists of investment sales, debt and structured finance and loan sales, agency leasing, property management, valuation and advisory, commercial real estate due diligence consulting and advisory services and Government Sponsored Enterprise (“GSE”) lending and loan servicing, mortgage brokerage and equity-raising. Newmark’s occupier services and products include tenant representation, real estate management technology systems, workplace and occupancy strategy, global corporate consulting services, project management, lease administration and facilities management. Newmark enhances these services and products through innovative real estate technology solutions and data analytics that enable clients to increase their efficiency and profits by optimizing their real estate portfolio. Newmark has relationships with many of the world’s largest commercial property owners, real estate developers and investors, as well as Fortune 500 and Forbes Global 2000 companies. Nasdaq Monetization Transactions On June 28, 2013, BGC Partners, Inc. ("BGC") had sold certain assets of its on-the-run, electronic benchmark U.S. Treasury platform (“eSpeed”) to Nasdaq, Inc. ("Nasdaq"). The total consideration received in the transaction included $750.0 million in cash paid upon closing and an earn-out of up to 14,883,705 shares of Nasdaq shares to be paid ratably over 15 years, provided that Nasdaq, as a whole, produces at least $25.0 million in consolidated gross revenues each year (the “Nasdaq Earn-out”). The remaining rights under the Nasdaq Earn-out were transferred to Newmark on September 28, 2017 as part of the transaction (see below for further discussion and Note 7 — “Marketable Securities” for additional information). Exchangeable Preferred Partnership Units and Nasdaq Forward Contracts On June 18, 2018 and September 26, 2018, Newmark OpCo issued approximately 175.0 million and 150.0 million of exchangeable preferred partnership units (“EPUs”), respectively, in private transactions to the Royal Bank of Canada (“RBC”) (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 are separately convertible by either RBC or Newmark into a fixed number of shares of Newmark Class A common stock, subject to a revenue hurdle in each of the fourth quarters of 2019 through 2022 for each of the respective four tranches. The ability to convert the EPUs into Newmark Class A common stock is subject to the special purpose vehicle's (the “SPVs”) option to settle the postpaid forward contracts as described below. As the EPUs represent equity ownership of a consolidated subsidiary of Newmark, they have been included in “Noncontrolling interests” on the accompanying consolidated balance sheets and consolidated statements of changes in equity. The EPUs are entitled to a preferred payable-in-kind dividend, which is 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 (loss) available to common stockholders” for the purpose of calculating earnings per share. Contemporaneously with the issuance of the EPUs, an SPV that is a consolidated subsidiary of Newmark entered into variable postpaid forward contracts with RBC (together, the “Nasdaq Forwards”). The SPV is an indirect subsidiary of Newmark whose sole assets are the Nasdaq Earn-outs for 2019 through 2022. The Nasdaq Forwards provide the SPV the option to settle using up to 992,247 Nasdaq shares, to be received by the SPV pursuant to the Nasdaq Earn-out shares to be received (see Note 7 — “Marketable Securities”), or Newmark Class A common stock, in exchange for either cash or redemption of the EPUs, notice of which must be provided to RBC prior to November 1 of each year from 2019 through 2022. In September 2020, the SPV notified RBC of its decision to settle the second Nasdaq Forward using the Nasdaq shares the SPV received in November 2020 in exchange for the second tranche of the EPUs, which resulted in a payable to RBC that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the Nasdaq common shares that Newmark received was $121.9 million. On November 30, 2020, Newmark settled the second Nasdaq Forward 741,505 Nasdaq shares, with a fair value of $93.5 million and Newmark retained 250,742 Nasdaq shares. In September 2019, the SPV notified RBC of its decision to settle the first Nasdaq Forward using the Nasdaq shares the SPV received in November 2019 in exchange for the first tranche of the EPUs, which resulted in a payable to RBC that was settled upon receipt of Nasdaq Earn-out shares. The fair value of the Nasdaq shares that Newmark received was $98.6 million. On December 2, 2019, Newmark settled the first Nasdaq forward contract with 898,685 Nasdaq shares, with a fair value of $93.5 million and Newmark retained 93,562 Nasdaq shares. Acceleration of Nasdaq Earn-out On February 2, 2021, Nasdaq announced that it entered into a definitive agreement to sell its U.S. fixed income business to Tradeweb. On June 25, 2021, Nasdaq announced the close of the sale of its U.S. fixed income business, which accelerated Newmark’s receipt of Nasdaq shares. Newmark received 6,222,340 Nasdaq shares, with a fair value of $1,093.9 million based on the closing price on June 30, 2021 included in “Other (loss) income, net” for the year ended December 31, 2021 on the accompanying consolidated statement of operations. As of December 31, 2021, Newmark has 2,497,831 Nasdaq shares, with a fair value of $524.6 million. 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 of Newmark’s Board of Directors (the "Compensation Committee") approved a plan to expedite the tax deductible exchange and redemption of a substantial number of limited partnership units held by partners of the Company (the "2021 Equity Event"). The 2021 Equity Event also accelerated certain compensation expenses resulting in $428.6 million of compensation charges. These charges, along with the use of $101.0 million of net deferred tax assets, are expected to offset a significant percentage of the Company's taxes related to the 2021 Equity Event. These partnership units were settled using a $12.50 share price. In July 2021, the Compensation Committee approved increasing to $13.01 the price to settle certain units. Some of the key components of the 2021 Equity Event are as follows: • 8.3 million and 8.0 million compensatory limited partnership units, respectively, of Newmark Holdings and BGC Holdings, L.P. ("BGC Holdings") held by the Company's partners who are employees were redeemed or exchanged. • 23.2 million and 17.4 million compensatory limited partnership units, respectively, of Newmark Holdings. and BGC Holdings. held by the Company's partners who are independent contractors were redeemed or exchanged. The Company also accelerated the payment of related withholding taxes to them with respect to their Newmark units. Independent contractors received one BGC Class A common share for each redeemed non-preferred BGC unit or cash and are responsible for paying any related withholding taxes. • Partners with nonexchangeable non-preferred compensatory units exchanged or redeemed in connection with the 2021 Equity Event generally received restricted Class A common shares of Newmark and/or BGC to the extent tax deductible. A portion of the BGC Class A common shares received by independent contractors were unrestricted to facilitate their payment of withholding taxes. • The issuance of Newmark Class A common stock related to the 2021 Equity Event reflected the June 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 27 — "Related Party Transactions" for the transactions with the Company's executive officers in connection with the 2021 Equity Event. (a) Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”). For the year ended December 31, 2019, Newmark changed the line item formerly known as “Allocations of net income and grant of exchangeability to limited partnership units and FPUs and issuance of common stock” to “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying consolidated statements of operations and statements of cash flow. The change resulted in the reclassification of amortization charges related to equity-based awards, such as REUs and Restricted Stock Units (“RSUs”), from “Compensation and employee benefits” to “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” reflect the following items related to cash and equity-based compensation: • Charges with respect to the grant of shares of common stock or limited partnership units, such as HDUs, including in connection with the redemption of non-exchangeable limited partnership units, including PSUs; • Charges with respect to grants of exchangeability, such as the right of holders of limited partnership units with no capital accounts, such as PSUs, to exchange the units into shares of common stock, or HDUs, as well as the cash paid in the settlement of the related exchangeable preferred units to pay withholding taxes owed by the unit holder upon such exchange; • Preferred units are granted in connection with the grant of certain limited partnership units, such as PSUs, that may be granted exchangeability to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes; • Charges related to the amortization of RSUs and REUs; and • Allocations of net income to limited partnership units and founding/working partner units (“FPUs”), including the Preferred Distribution (as hereinafter defined). Intercompany balances and transactions within Newmark have been eliminated. Transactions between Cantor Fitzgerald, L.P. ("Cantor") and Newmark pursuant to service agreements with Cantor (see Note 27 — “Related Party Transactions”), representing valid receivables and liabilities of Newmark which are periodically cash settled, have been included on the accompanying 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 between Cantor which reflects the utilization of service provided or benefits received by Newmark during the periods presented on a consistent basis, such as headcount, square footage, revenue, etc. Management believes the assumptions underlying the stand-alone financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Newmark during the periods presented. However, these shared expenses may not represent the amounts that would have been incurred had Newmark operated independently from Cantor. Actual costs that would have been incurred if Newmark had performed the services itself would depend on multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure (see Note 27 — “Related Party Transactions” for an additional discussion of expense allocations). Transfers of cash, both to and from Cantor, as well as amounts due to Newmark from BGC are included in “Receivables from related parties or Payables to related parties” on the accompanying 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. 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 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 February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) . This standard requires lessees to recognize a Right-of-use (“ROU”) asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures. Accounting guidance for lessors is mostly unchanged. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments, among other issues. In addition, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842) , Targeted Improvements , which provided an additional (and optional) transition method to adopt the new leases standard. Under the new transition method, a reporting entity would initially apply the new lease requirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; continue to report comparative periods presented in the financial statements in the period of adoption in accordance with legacy U.S. GAAP (i.e., ASC 840, Leases ); and provide the required disclosures under ASC 840 for all periods presented under legacy U.S. GAAP. Further, ASU No. 2018-11 contains a practical expedient that allows lessors to avoid separating lease and associated non-lease components within a contract if certain criteria are met. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors , to clarify guidance for lessors on sales taxes and other similar taxes collected from lessees, certain lessor costs and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842), Codification Improvements , to clarify certain application and transitional disclosure aspects of the new leases standard. The amendments address determination of the fair value of the underlying asset by lessors that are not manufacturers or dealers and clarify interim period transition disclosure requirements, among other issues. The guidance in ASUs No. 2016-02, 2018-10, 2018-11 and 2018-20 was effective beginning January 1, 2019, with early adoption permitted; whereas the guidance in ASU No. 2019-01 is effective beginning January 1, 2020, with early adoption permitted. Newmark adopted the above mentioned standards on January 1, 2019 using the effective date as the date of initial application. Therefore, pursuant to this transition method, financial information was not updated, and the disclosures required under the new leases standards were not provided for dates and periods before January 1, 2019. The guidance provides a number of optional practical expedients to be utilized by lessees upon transition. Accordingly, Newmark elected the “package of practical expedients,” which permitted Newmark not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Newmark did not elect the use-of-hindsight or the practical expedient pertaining to land easements, with the latter not being applicable to Newmark. The new standard also provides practical expedients for an entity’s ongoing accounting as a lessee. Newmark elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, Newmark will not recognize ROU assets and lease liabilities, and this includes not recognizing ROU assets and lease liabilities for existing short-term leases of those assets upon transition. Newmark also elected the practical expedient to not separate lease and non-lease components for all leases other than leases of real estate. The primary non-lease component that is combined with a lease component represents operating expenses such as utilities, maintenance or management fees. As a result, upon adoption, acting primarily as a lessee, Newmark recognized a $178.8 million ROU asset, net of tenant improvements, and a $226.7 million lease liability on the accompanying consolidated balance sheets for its real estate operating leases. The adoption of the guidance did not have a material impact on the accompanying consolidated statements of operations, consolidated statements of changes in equity and consolidated statements of cash flows. See Note 18 — “Leases” for additional information on Newmark’s leasing arrangements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments, which requires financial assets that are measured at amortized cost to be presented, net of an allowance for credit losses, at the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets, as well as changes to credit losses during the period, are recognized in earnings. For certain purchased financial assets with deterioration in credit quality since origination (“PCD assets”), the initial allowance for expected credit losses will be recorded as an increase to the purchase price. Expected credit losses, including losses on off-balance-sheet exposures, such as lending commitments, will be measured based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , to clarify that operating lease receivables accounted for under ASC 842, Leases , are not in the scope of the new credit losses guidance, and, instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases . In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments . The ASU makes changes to the guidance introduced or amended by ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments . See below for the description of the amendments stipulated in ASU No. 2019-04. In addition, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief . The amendments in this ASU allow entities, upon adoption of ASU No. 2016-13, to irrevocably elect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, Financial Instruments: Overall . In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses . The amendments in this ASU require entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowance for credit losses for PCD assets; provide transition relief related to troubled debt restructurings; allow entities to exclude accrued interest amounts from certain required disclosures; and clarify the requirements for applying the collateral maintenance practical expedient. The amendments in ASUs No. 2018-19, 2019-04, 2019-05 and 2019-11 are required to be adopted concurrently with the guidance in ASU No. 2016-13. Newmark adopted the standards on their required effective date beginning January 1, 2020. The primary effect of adoption, on a pre-tax basis, resulted in a decrease in assets of $8.0 million, an increase in liabilities of $17.9 million and a decrease in retained earnings of $25.9 million, respectively. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Newmark adopted the standard on its required effective date beginning January 1, 2020, and the guidance was applied on a prospective basis starting with the goodwill impairment test during the year ended December 31, 2020. The adoption of the new guidance did not have a material impact on the accompanying consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The guidance intends to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes . Based on concerns about the sustainability of LIBOR, in 2017, a committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York identified a broad Treasury repurchase agreement (repo) financing rate referred to as the SOFR as its preferred alternative reference rate. The guidance in ASU No. 2018-16 adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. The amendments in this ASU were required to be adopted concurrently with the guidance in ASU No. 2017-12. The guidance became effective beginning January 1, 2019 and was required to be applied on a prospective and modified retrospective basis. As Newmark currently does not designate any derivative contracts as hedges for accounting purposes, the adoption of this new guidance did not have a material impact on the accompanying consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance helps organizations address certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act by providing an option to reclassify these stranded tax effects to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The standard became effective for Newmark on January 1, 2019. The guidance was required to be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of the new guidance did not have a material impact on the accompanying consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The guidance largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The standard became effective for Newmark on January 1, 2019. The ASU was required to be applied on a prospective basis to all new awards granted after the date of adoption. In addition, any liability-classified awards that were not settled and equity-classified awards for which a measurement date had not been established by the adoption date were remeasured at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the year of adoption. Newmark adopted this standard on its effective date. The adoption of the new guidance did not have a material impact on the accompanying consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . The guidance is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The FASB concluded that these changes improve the overall usefulness of the footnote disclosures for financial statement users and reduce costs for preparers. Certain disclosures are required to be applied prospectively and other disclosures need to be adopted retrospectively in the period of adoption. As permitted by the transition guidance in the ASU, Newmark early adopted eliminated and modified disclosure requirements as of September 30, 2018. The early adoption of this standard did not have an impact on the accompanying consolidated financial statements. The additional disclosure requirements were adopted by Newmark beginning January 1, 2020, and the adoption of these fair value measurement disclosures did not have an impact on Newmark’s accompanying consolidated financial statements. See Note 26 — “Fair Value of Financial Assets and Liabilities” for additional information. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) . The guidance on the accounting for implementation, setup, and other upfront costs (collectively referred to as implementation costs) applies to entities that are a customer in a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the guidance in this ASU. The new standard became effective beginning January 1, 2020. The adoption of this guidance did not have a material impact on the accompanying consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities . The guidance was issued in response to stakeholders’ observations that Topic 810, Consolidation , could be improved in the areas of applying the variable interest entity guidance to private companies under common control and in considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The new standard became effective beginning January 1, 2020, with early adoption permitted, and must be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Newmark adopted the standard on its effective date beginning January 1, 2020. The adoption of this guidance did not have a material impact on the accompanying consolidated financial statements. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments . The ASU amends guidance introduced or amended by ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments , ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targe |
Limited Partnership Interests i
Limited Partnership Interests in Newmark Holdings and BGC Holdings | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Limited Partnership Interests in Newmark Holdings and BGC Holdings | Limited Partnership Interests in Newmark Holdings and BGC Holdings Newmark is a holding company with no direct operations and conducts substantially all of its operations through its operating subsidiaries. Virtually all of Newmark’s consolidated net assets and net income are those of consolidated variable interest entities. Newmark Holdings is a consolidated subsidiary of Newmark for which Newmark is the general partner. Newmark and Newmark Holdings jointly own Newmark OpCo, the operating partnership. In connection with the Separation and BGC Holdings Distribution, holders of BGC Holdings partnership interests received partnership interests in Newmark Holdings, described below (see Note 27 — “Related Party Transactions”). These collectively represent all of the “limited partnership interests” in BGC Holdings and Newmark Holdings. As a result of the Separation, the limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests at that time received a corresponding Newmark Holdings limited partnership interest, determined by the contribution ratio (as hereafter defined), which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2 (the “contribution ratio”), divided by the exchange ratio (which is the ratio by which a Newmark Holdings limited partnership interest can be exchanged for a number of shares of Newmark Class A common stock (the “exchange ratio”)). Initially, the exchange ratio equaled one, so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A common stock; however, such exchange ratio is subject to adjustment. For reinvestment, acquisition or other purposes, Newmark may determine on a quarterly basis to distribute to its stockholders a smaller percentage of its income than Newmark Holdings distributes to its equity holders (excluding tax distributions from Newmark Holdings) of the cash that it received from Newmark OpCo. In such circumstances, the Separation and Distribution Agreement provides that the exchange ratio will be reduced to reflect the amount of additional cash retained by Newmark as a result of the distribution of such smaller percentage, after the payment of taxes. As of December 31, 2021, the exchange ratio equaled 0.9444. Redeemable Partnership Interests Founding/working partners have limited partnership interests (“FPUs”) in BGC Holdings and Newmark Holdings. Newmark accounts for FPUs outside of permanent capital as “Redeemable partnership interests,” on the accompanying consolidated balance sheets. This classification is applicable to FPUs because these units are redeemable upon termination of a partner, including a termination of employment, which can be at the option of the partner and not within the control of the issuer. FPUs are held by limited partners who are primarily employees of BGC and generally receive quarterly allocations of net income. Upon termination of employment or otherwise ceasing to provide substantive services, the FPUs are generally redeemed, and the unit holders are no longer entitled to participate in the quarterly allocations of net income. These quarterly allocations of net income are contingent upon services being provided by the unit holder and are reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying consolidated statements of operations to the extent they relate to FPUs held by Newmark employees. Limited Partnership Units Certain employees of Newmark hold limited partnership interests in Newmark Holdings and BGC Holdings (e.g., REUs, RPUs, PSUs, PSIs, HDUs, and LPUs, collectively the “limited partnership units”). Prior to the Separation, certain employees of both BGC and Newmark generally received limited partnership units in BGC Holdings. As a result of the Separation, these employees were distributed limited partnership units in Newmark Holdings equal to a BGC Holdings limited partnership unit multiplied by the contribution ratio. In addition, in the BGC Holdings Distribution, these employees also received additional limited partnership units in Newmark Holdings. Subsequent to the Separation, Newmark employees generally have been granted limited partnership units in Newmark Holdings. Generally, such limited partnership units receive quarterly allocations of net income and generally are contingent upon services being provided by the unit holders. As prescribed in U.S. GAAP guidance, prior to the Spin-Off, the quarterly allocations of net income on such limited partnership units were reflected as a component of compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying 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 and BGC employees entitle the holders to receive post-termination payments equal to the notional amount of the units in four Certain Newmark employees hold preferred partnership units (“Preferred Units”). Each quarter, the net profits of Newmark Holdings are allocated to such units at a rate of either 0.6875% (which is 2.75% per calendar year) or such other amount as set forth in the award documentation (the “Preferred Distribution”). These allocations are deducted before the calculation and distribution of the quarterly partnership distribution for the remaining partnership units and are generally contingent upon services being provided by the unit holder. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution. Preferred Units may not be made exchangeable into Newmark’s Class A common stock and are only entitled to the Preferred Distribution, and accordingly are not included in Newmark’s fully diluted share count. The quarterly allocations of net income on Preferred Units are reflected in compensation expense under “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying consolidated statements of operations. After deduction of the Preferred Distribution, the remaining partnership units generally receive quarterly allocation of net income based on their weighted-average pro rata share of economic ownership of the operating subsidiaries. In addition, Preferred Units are granted in connection with the grant of certain limited partnership units, such as PSUs, that may be granted exchangeability to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes. Certain Newmark employees hold non-distribution earning units (e.g. NPSUs and NREUs, collectively “N Units”) that do not participate in quarterly partnership distributions and are not allocated any items of profit or loss. N Units become distribution earning limited partnership units, ratably over a four-year vesting term, if certain revenue thresholds are met at the end of each vesting term. Cantor Units Cantor holds limited partnership interests in Newmark Holdings (“Cantor units”). Cantor units are reflected as a component of “Noncontrolling interests” on the accompanying 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 Limited Partnership Units The EPUs were issued in four tranches and are separately convertible by either RBC or Newmark into a fixed number of Newmark’s Class A common stock, subject to a revenue hurdle for Newmark in each of the fourth quarters of 2019 through 2022 for each of the four tranches, respectively. As the EPUs represent 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 are entitled to a preferred payable-in-kind dividend, which is 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 earnings per share. (See Note 1 — “Organization and Basis of Presentation” for additional information). As of December 31, 2021, there were no EPUs outstanding. General Certain of the limited partnership interests, described above, have been granted exchangeability into BGC and/or Newmark Class A common stock, and additional limited partnership interests may become exchangeable for BGC and/or Newmark Class A common stock. At the time exchangeability is granted, Newmark recognizes an expense based on the fair value of the award on that date, which is included in “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying 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, 2021 are exchangeable for 24.6 million shares of Newmark Class B common stock. Subsequent to the Spin-Off, limited partnership interests in BGC Holdings held by a partner or Cantor may become exchangeable for BGC Class A or Class B common stock on a one-for-one basis, and limited partnership interests in Newmark Holdings held by a partner or Cantor may become exchangeable for a number of shares of Newmark Class A or Class B common stock equal to the number of limited partnership interests multiplied by the exchange ratio at that time. As of December 31, 2021, the exchange ratio equaled 0.9444. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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 8 — “Investments” for additional information). Revenue Recognition: The accounting policies described below were updated pursuant to the adoption of the U.S. GAAP standard on Revenue from Contracts with Customers and related amendments on January 1, 2018. These revenue recognition policy updates have been applied prospectively in the accompanying consolidated financial statements from January 1, 2018 onward. 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). Commission revenues 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. Gains from Mortgage Banking Activities/Originations, net: Gains from mortgage banking activities/originations, net are recognized when a derivative asset or liability is recorded upon the commitment to originate a loan with a borrower and sell the loan to an investor. The derivative is recorded at fair value and includes loan origination fees, sales premiums and the estimated fair value of the expected net servicing cash flows. Gains from mortgage banking activities/originations, net are recognized net of related fees and commissions to third-party brokers. 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. 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. 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 26 — “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 (See Note 7 — “Marketable 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 8 — “Investments” and Note 19 — “Other assets”) and movements related to the impact of any unrealized mark-to-market gains or losses related to the Nasdaq Forwards. 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 (See Note 12 — “Credit Enhancement Receivable, Contingent Liability and Credit Enhancement Deposit”). Leases: Newmark enters into leasing arrangements in the ordinary course of business, as a lessee and has leases primarily relating to office space. The accounting policies described below were updated pursuant to the adoption of ASC 842, Leases and related amendments on January 1, 2019. These policy updates have been applied using the modified retrospective approach in the accompanying consolidated financial statements from January 1, 2019, onward. Financial information for the year ended December 31, 2018 was not revised and continues to be reported under the previous accounting guidance on leases in effect during that historical period. 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 18 — “Leases” for additional information). Current Expected Credit Losses ("CECL"): The accounting policy changes described below were updated pursuant to the adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments and related amendments on January 1, 2020. These policy updates have been applied using the modified retrospective approach in the accompanying consolidated financial statements from January 1, 2020 onward. Financial information for the historical comparable periods was not revised and continues to be reported under the accounting standards in effect during those historical periods. In accordance with the guidance in ASC Topic 326, Newmark presents its financial assets that are measured at amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets carried at amortized cost and credit exposures on off-balance sheet financial guarantees, as well as changes to expected lifetime credit losses during the period, are recognized in earnings. The CECL methodology represents a significant change from prior U.S. GAAP and replaced the prior multiple impairment methods, which generally required that a loss be incurred before it was recognized. Within the life cycle of a loan or other financial asset in scope, the CECL methodology generally results in the earlier recognition of the provision for credit losses and the related allowance for credit losses than under prior U.S. GAAP. The CECL methodology’s impact on expected credit losses, among other things, reflects Newmark’s view of the current state of the economy, forecasted macroeconomic conditions and Newmark’s portfolios. Financial guarantee liability: Newmark's adoption of ASC 326 impacted the expected credit loss reserving methodology for the financial guarantee liability provided to Fannie Mae under the Delegated Underwriting and Servicing (“DUS”) Program and Freddie Mac’s Targeted Affordable Housing Program “TAH”). The expected credit loss is modeled based on Newmark's historical loss experience adjusted to reflect current economic conditions. A significant amount of judgment is required in the determination of the appropriate reasonable and supportable period, the methodology used to incorporate current and future macroeconomic conditions, determination of the probability of and exposure at default or non-payment, current delinquency status, loan size, terms, amortization types, and the forward-looking view of the primary risk drivers (debt-service coverage ratio and loan-to-value), all of which are ultimately used in measuring the quantitative components of the reserve. Beyond the reasonable and supportable period, Newmark estimates expected credit losses using its historical loss rates. In addition, Newmark reviews the reserves periodically and makes adjustments for certain external and internal qualitative factors, which may increase or decrease the reserves for credit losses. In order to estimate credit losses, assumptions about current and future economic conditions are incorporated into the model using multiple economic scenarios that are weighted to reflect the conditions at each measurement date. As a result of the adoption of ASC 326, Newmark recorded a pre-tax increase to the financial guarantee liability of $17.9 million through beginning stockholders' equity on January 1, 2020. During the years ended December 31, 2021 and 2020, there was reduction in the CECL provision of $3.6 million and an increase in the CECL provision of $11.6 million, respectively. The balance of the financial guarantee liabilities was $26.0 million and $29.6 million as of December 31, 2021 and December 31, 2020, 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. As a result of the adoption of ASC 326. As a result of the adoption of ASC 326, Newmark recorded a pre-tax increase to the reserves of $4.2 million through beginning stockholder's equity on January 1, 2020. The balance of the reserve was $16.7 million and $13.4 million as of December 31, 2021 and 2020, respectively, and is included in "Receivables, net" on the accompany consolidated balance sheets. Loans, Forgivable Loans and Other Receivables from Employees and Partners, net: Newmark has entered into various agreements with certain of its employees and partners, whereby these individuals receive loans which may be either wholly or in part repaid from the distribution earnings that the individual receives on some or all of their limited partnership units or may be forgiven over a period of time. The forgivable portion of these loans is not included in Newmark’s estimate of expected credit losses when employees meet the conditions for forgiveness through their continued employment over the specified time period and is recognized as compensation expense over the life of the loan. The amounts due from terminated employees that Newmark does not expect to collect are included in the allowance for credit losses. As a result of the adoption of ASC 326, Newmark recorded a pre-tax reserve of $3.7 million through beginning stockholders' equity on January 1, 2020. As of December 31, 2021 and 2020, the balance of this reserve was $3.8 million and $3.7 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. Segment: Newmark has a single operating segment. Newmark is a real estate services firm offering services to commercial real estate tenants, investors, owners, occupiers, developers, leasing and corporate advisory, investment sales and real estate finance, consulting, origination and servicing of commercial mortgage loans, valuation, project and development management and property and facility management. The chief operating decision-maker regardless of geographic location evaluates the operating results of Newmark as total real estate services and allocates resources accordingly. Newmark recognized revenues as follows (in thousands): Year Ended December 31, 2021 2020 2019 Leasing and other commissions $ 826,942 $ 513,842 $ 854,780 Capital markets commissions 938,305 454,106 541,255 Gains from mortgage banking activities/origination, net 225,481 310,914 198,085 Management services, servicing fees and other 915,715 626,136 624,012 Revenues $ 2,906,443 $ 1,904,998 $ 2,218,132 Fair Value: 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. Principles of Consolidation: 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 (“LHFS”): 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. LHFS 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 (forward sale contracts). Newmark entered into variable postpaid forward contracts as a result of the Nasdaq Forwards. These contracts qualify as derivative financial instruments. 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 (“MSRs”): Newmark initially recognizes and measures the rights to service 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 Cantor Commercial Real Estate ("CCRE"), are initially recorded at fair value, and subsequently measured using the amortization method. Newmark receives up to a 3-basis point servicing fee and/or up to a 1-basis point surveillance fee on certain Freddie Mac loans after the loan is securitized in a Freddie Mac pool (Freddie Mac Strip). 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 mortgage servicing rights 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: Leasehold improvements and other fixed assets shorter of the remaining term of lease or useful life Software, including software development costs 3-5 years straight-line Computer and communications equipment 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. Newmark 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. Newmark did not recognize any impairment for the years ended December 31, 2021, 2020 and 2019. 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, contractual and non-contractual customers, non-compete agreements and brokerage backlog. 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 (“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 LIBOR 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: 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 Unincorporated Business Tax (“UBT”) in New York City. Therefore, the tax liability or benefit related to the partnership income or loss except for UBT rests with the partners, 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 pe |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Newmark acquired the first lien debt of Knotel, Inc. (“Knotel”), a global flexible workspace provider, in December of 2020. Newmark subsequently acquired Knotel's second lien debt in January of 2021. On January 31, 2021, Newmark agreed to provide approximately $19.8 million of debtor-in-possession financing to Knotel and to acquire the business, as part of Knotel's Chapter 11 sales process. On March 18, 2021, Newmark received approval from the U.S. Bankruptcy Court for the District of Delaware to acquire the business of Knotel. On March 24, 2021, Newmark acquired the business of Knotel. The Knotel acquisition has been determined to be a business combination with an acquisition date of March 31, 2021, for accounting purposes. The assets and liabilities of Knotel have been recorded in Newmark’s consolidated balance sheets at fair market value. On September 6, 2021, Newmark acquired a majority stake in the start-up Space Management (DBA"Deskeo"), France's leader in flexible and serviced office space for enterprise clients. Based in Paris, France Deskeo adds over 50 locations to Newmark's international flexible office portfolio. In November 2021, Newmark completed the acquisition of a U.S. based real estate property management services firm. For the year ended December 31, 2021, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisition. Newmark expects to finalize its analysis of the assets acquired and liabilities assumed within the first year of the acquisition, and therefore adjustments to assets and liabilities may occur (in thousands): As of the Purchase Price First and second lien debt $ 39,584 Debtor-in-possession financing 19,788 Assumed liability 6,574 Cash and stock issued at closing 44,492 Total $ 110,438 Allocations Cash $ 21,641 Goodwill 97,168 Other intangible assets, net 41,332 Receivables, net 7,478 Fixed Assets, net 40,605 Other assets 62,710 Right-of-use Assets 434,315 Right-of-use Liabilities (434,315) Accrued Compensation (2,076) Accounts payable, accrued expenses and other liabilities (103,300) Unrealized gain on investment (27,825) Initial investment (recorded at cost) (13,832) Non-controlling interest (13,463) Total $ 110,438 The total consideration for the acquisitions during the year ended December 31, 2021 was $110.4 million in total fair value, comprising of the extinguishment of first and second lien debt of $39.6 million, debtor-in-possession financing of $19.8 million, an assumed liability of $6.5 million, and $41.5 million in cash and 3.0 million of restricted Class A common stock. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $97.2 million, of which approximately $78.3 million is deductible by Newmark for tax purposes. These acquisitions were accounted for using the purchase method of accounting. The results of operations of the acquisitions have been included on the accompanying consolidated financial statements subsequent to the date of acquisition, which in aggregate contributed $75.6 million to Newmark’s revenues for the year ended December 31, 2021. Deskeo was previously recorded as an alternative method investment on Newmark’s consolidated balance sheet and amounted to $13.8 million. Pursuant to acquiring a majority interest in Deskeo and valuing its previously held non-controlling interest, Newmark recorded an unrealized gain of $27.8 million on the investment during the year ended December 31, 2021. In January 2020, Newmark completed the acquisition of certain assets of Hopkins Appraisal Services, a national leader in the valuation of restaurants and retail petroleum facilities. For the year ended December 31, 2020, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisition. Newmark expects to finalize its analysis of the assets acquired and liabilities assumed within the first year of the acquisition, and therefore adjustments to assets and liabilities may occur (in thousands): As of the Purchase Price Cash, stock and units issued at closing $ 6,249 Contingent consideration 3,590 Total $ 9,839 Allocations Goodwill $ 6,294 Other intangible assets, net 2,700 Receivables, net 796 Fixed Assets, net 134 Other assets 29 Accounts payable, accrued expenses and other liabilities (114) Total $ 9,839 The total consideration for the acquisition during the year ended December 31, 2020 was $9.8 million in total fair value, comprising cash of $5.9 million and $0.4 million of RSUs. The total consideration included contingent consideration of 104,653 RSUs (with an acquisition date fair value of $1.3 million), and $2.2 million in cash that may be issued contingent on certain targets being met through 2022. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $6.3 million, of which $2.4 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 have been included on the accompanying consolidated financial statements subsequent to the date of acquisition.which in aggregate contributed $7.5 million to Newmark’s revenues for the year ended December 31, 2020 . |
Earnings Per Share and Weighted
Earnings Per Share and Weighted-Average Shares Outstanding | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share and Weighted-Average Shares Outstanding | Earnings Per Share and Weighted-Average Shares Outstanding U.S. GAAP guidance — Earnings (Loss) Per Share provides guidance on the computation and presentation of earnings (loss) per share (“EPS”). Basic EPS excludes dilution and is computed by dividing Net income available to common stockholders by the weighted-average number of shares of common stock outstanding and contingent shares for which all necessary conditions have been satisfied except for the passage of time. Net income (loss) is allocated to Newmark’s outstanding common stock, FPUs, limited partnership units and Cantor units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings”). In addition, in relation to the Newmark OpCo Preferred Investment, the EPUs issued in June 2018 and September 2018 are entitled to a preferred payable-in-kind dividend which is recorded as accretion to the carrying amount of the EPUs and is a reduction to net income available to common stockholders for the calculation of Newmark’s basic earnings per share and fully diluted earnings per share. The following is the calculation of Newmark’s basic EPS (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Basic earnings per share: Net income available to common stockholders (1) $ 744,528 $ 70,281 $ 104,406 Basic weighted-average shares of common stock outstanding 190,179 179,106 177,774 Basic earnings per share $ 3.91 $ 0.39 $ 0.59 (1) Includes a reduction for dividends on preferred stock or EPUs in the amount of $6.2 million, $9.8 million and $12.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. (see Note 1 — “Organization and Basis of Presentation”). Fully diluted EPS is calculated utilizing net income available to common stockholders plus net income allocations to the limited partnership interests in Newmark Holdings as the numerator. The denominator comprises Newmark’s weighted-average number of outstanding shares of Newmark common stock to the extent the related units are dilutive and, if dilutive, the weighted-average number of limited partnership interests and other contracts to issue shares of common stock, stock options and RSUs. The limited partnership interests generally are potentially exchangeable into shares of Newmark Class A common stock and are entitled to remaining earnings after the deduction for the Preferred Distribution; as a result, they are included in the fully diluted EPS computation to the extent that the effect would be dilutive. The following is the calculation of Newmark’s fully diluted EPS (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Fully diluted earnings per share: Net income available to common stockholders $ 744,528 $ 70,281 $ 104,406 Allocations of net income to limited partnership interests in Newmark Holdings, net of tax — — 3,754 Net income for fully diluted shares $ 744,528 $ 70,281 $ 108,160 Weighted-average shares: Common stock outstanding 190,179 179,106 177,774 Cantor units — — — Partnership units (1) — — 5,583 RSUs (Treasury stock method) 4,310 355 1,290 Newmark exchange shares 1,324 229 369 Fully diluted weighted-average shares of common stock outstanding 195,813 179,690 185,016 Fully diluted earnings per share $ 3.80 $ 0.39 $ 0.58 (1) Partnership units collectively include FPUs, limited partnership units, and Cantor and BGC units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” for more information). |
Stock Transactions and Unit Red
Stock Transactions and Unit Redemptions | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock Transactions and Unit Redemptions | Stock Transactions and Unit Redemptions As of December 31, 2021, Newmark has two classes of authorized common stock: Class A common stock and Class B common stock. Class A Common Stock Each share of Class A common stock is entitled to one vote. Newmark has 1.0 billion authorized shares of Class A common stock at $0.01 par value per share. Changes in shares of Newmark’s Class A common stock outstanding were as follows: Year Ended December 31, 2021 2020 2019 Shares outstanding at beginning of period 161,175,894 156,265,461 156,916,336 Share issuances: LPU redemption/exchange (1) 6,591,462 4,868,169 2,052,416 Issuance of Class A common stock for Newmark RSUs 1,851,786 972,490 1,536,530 Other (2) 18,890,659 — 278,181 Treasury stock repurchases (20,237,430) (930,226) (4,518,002) Shares outstanding at end of period 168,272,371 161,175,894 156,265,461 (1) Because they were included in the 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. (2) For information, refer to the section titled " 2021 Equity Event and Share Count Reduction" in Note 1 "Organization and Basis of Presentation" 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, 2021 and 2020, 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. From time to time, Newmark may actively continue to repurchase shares and/or purchase units. During the year ended December 31, 2021, Newmark repurchased 20,237,430 shares of Class A common stock, respectively, at an average price of $14.37. As of December 31, 2021, Newmark had $165.0 million remaining from its share repurchase and unit purchase authorization. On August 5, 2021, 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. The following table details Newmark's unit redemptions and share repurchases for cash, under the new program, and does not include unit redemptions and/or cancellations in connection with the grant of shares of Newmark's Class A common stock. The gross unit redemptions and share repurchases of Newmark's Class A common stock during the year ended December 31, 2021 were as follows (in thousands except units, shares and per share amounts): Total Average Approximate Redemptions January 1, 2021 - March 31, 2021 — $ — April 1, 2021 - June 30, 2021 167,894 $ 11.91 July 1, 2021 - September 30, 2021 — $ — October 1, 2021 - December 31, 2021 — $ — Total Redemptions 167,894 $ 11.91 Repurchases January 1, 2021 - March 31, 2021 879,243 $ 10.58 April 1, 2021 - June 30, 2021 3,613,098 $ 12.81 July 1, 2021 - September 30, 2021 6,307,802 $ 13.34 October 1, 2021 - October 31, 2021 3,064,959 $ 14.71 November 1, 2021 - November 30, 2021 2,085,492 $ 16.20 December 1, 2021 - December 31, 2021 4,286,836 $ 16.77 Total Repurchases 20,237,430 $ 14.37 Total Redemptions and Repurchases 20,405,324 $ 14.35 $ 165,017 Redeemable Partnership Interests The changes in the carrying amount of FPUs follow (in thousands): December 31, 2021 December 31, 2020 Balance at beginning of period: $ 20,045 $ 21,517 Income allocation 4,532 1,740 Distributions of income (1,215) (1,740) Redemptions (2,169) (1,472) Issuance and other (246) — Balance at end of period $ 20,947 $ 20,045 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities On June 28, 2013, BGC sold certain assets of eSpeed, its on-the-run business, to Nasdaq. The total consideration received by BGC in the transaction included the Nasdaq Earn-out of up to 14,883,705 shares of Nasdaq shares to be paid ratably over 15 years, provided that Nasdaq, as a whole, produces at least $25.0 million in consolidated gross revenues each year. The Nasdaq Earn-out was excluded from the initial gain on the divestiture and is recognized in income as it is realized and earned when these contingent events have occurred, consistent with the accounting guidance for gain contingencies. BGC transferred the remaining rights under the Nasdaq Earn-out to Newmark on September 28, 2017. Any Nasdaq shares that were received by BGC prior to September 28, 2017 were not transferred to Newmark. In connection with the Nasdaq Earn-out, Newmark received 992,247 shares during each of the years ended December 31, 2020 and 2019. In accordance with the terms of the agreement, Newmark would recognize the remaining Nasdaq Earn-out of up to 6,945,729 shares of Nasdaq shares ratably over approximately the next 7 years, provided that Nasdaq, as a whole, produces at least $25.0 million in gross revenues each year. On February 2, 2021, Nasdaq announced that it entered into a definitive agreement to sell its U.S. fixed income business to Tradeweb. On June 25, 2021, Nasdaq announced the close of the sale of its U.S. fixed income business, which accelerated Newmark’s receipt of Nasdaq shares. Newmark received 6,222,340 Nasdaq shares, with a fair value of $1,093.9 million based on the closing price on June 30, 2021 included in “Other (loss) income, net” for the year ended December 31, 2021 on the accompanying consolidated statement of operations. As of December 31, 2021, Newmark has 2,497,831 Nasdaq shares, with a fair value of $524.6 million. On June 25, 2021, the SPV notified RBC of its decision to settle the third and fourth Nasdaq Forwards using the Nasdaq shares the SPV received on June 25, 2021. On July 2, 2021, Newmark settled the Nasdaq Forwards with 944,329 Nasdaq shares, with a fair value of $166.0 million based on the closing price of June 30, 2021, and retained 5,278,011 Nasdaq shares. Newmark sold 3,030,922, 343,562 and 350,000 of the Nasdaq shares for the years ended December 31, 2021, 2020 and 2019, respectively. As of the years ended December 31, 2021, 2020 and 2019 Newmark had 2,497,831, 250,742 and 343,562 shares remaining in connection with Nasdaq Earn-out. The gross proceeds of the Nasdaq shares sold were $551.1 million, $34.7 million, and $32.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Newmark recorded realized gains (loss) on the mark-to-market of these securities of $24.5 million, $2.2 million and $4.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Newmark recorded unrealized gains (loss) on the mark-to-market of these securities of $77.3 million, $5.0 million and $11.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Realized and unrealized gains on the mark-to-market of these shares are included in “Other income, net” on the accompanying consolidated statements of operations. As of December 31, 2021 and 2020, Newmark had $524.6 million and $33.3 million, respectively, included in “Marketable securities” on the accompanying consolidated balance sheets (see Note 20 — “Collateralized Transactions”). On August 2, 2021, a subsidiary of Newmark, Newmark OpCo, entered into a Master Repurchase Agreement (the “Repurchase Agreement”) with CF Secured, LLC (“CF Secured”), an affiliate of Cantor, pursuant to which Newmark may seek, from time-to-time, to execute short-term secured financing transactions. The Company, under the Repurchase Agreement, may seek to sell securities, in this case common shares of Nasdaq, owned by the Company, to CF Secured, under the Repurchase Agreement, and agrees to repurchase those securities on a date certain at a repurchase price generally equal to the original purchase price plus interest. Pursuant to the Repurchase Agreement, as of December 31, 2021 the Company had 866,791 Nasdaq shares pledged in the amount of $182.0 million, against which Newmark received $140.0 million. The $140.0 million amount received from CF Secured is included in "Repurchase agreements and securities loaned" on the accompanying consolidated balance sheets (see Note 20 — "Collateralized Transactions" and Note 27 — “Related Party Transactions”). |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments Newmark has a 27% ownership in Real Estate LP, a joint venture with Cantor in which Newmark has the ability to exert significant influence over the operating and financial policies. Accordingly, Newmark accounts for this investment under the equity method of accounting. Newmark recognized equity (loss) income of $(11.6) million and $7.3 million for the years ended December 31, 2020 and 2019, respectively. Newmark did not recognize any equity (loss) or income for the year ended December 31, 2021. Equity (loss) income are included in "Other income, net" on the accompanying consolidated statements of operations. Newmark did not receive any distributions for the year ended December 31, 2021. Newmark received distribution of $0.1 million for the year ended December 31, 2020. The carrying value of these investments were $88.3 million and $88.3 million as of December 31, 2021 and 2020, respectively, 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 (see Note 4 — “Acquisitions”). For the years ended December 31, 2021, 2020 and 2019, Newmark recorded realized gains (losses) related to these investments of $1.6 million, $(84.2) million and $12.6 million, respectively. The changes in value are included as a part of “Other income (loss), net” on the accompanying consolidated statements of operations. The carrying value of these investments were $20.0 million and $9.9 million as of December 31, 2021 and 2020, respectively, and are included in “Other assets” on the accompanying consolidated balance sheets. |
Capital and Liquidity Requireme
Capital and Liquidity Requirements | 12 Months Ended |
Dec. 31, 2021 | |
Broker-Dealer, Net Capital Requirement, SEC Regulation [Abstract] | |
Capital and Liquidity Requirements | Capital and Liquidity RequirementsNewmark is subject to various capital requirements in connection with seller/servicer agreements that Newmark has entered into with the various GSEs. Failure to maintain minimum capital requirements could result in Newmark’s inability to originate and service loans for the respective GSEs and could have a direct material adverse effect on the accompanying consolidated financial statements. Management believes that, as of December 31, 2021 and 2020, Newmark had met all capital requirements. As of December 31, 2021, the most restrictive capital requirement was the net worth requirement of the Federal National Mortgage Association (“Fannie Mae”). Newmark exceeded the minimum requirement by $400.5 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 the Federal Home Loan Mortgage Corporation (“Freddie Mac”) allow Newmark to service loans under TAH. These agreements require Newmark to pledge sufficient collateral to meet Freddie Mac’s liquidity requirement of 8% of the outstanding principal of TAH loans serviced by Newmark. Management believes that, as of December 31, 2021 and 2020, Newmark had met all liquidity requirements. In addition, as a servicer for Fannie Mae, the Government National Mortgage Association (“Ginnie Mae”) and Federal Housing Administration, Newmark is required to advance to investors any uncollected principal and interest due from borrowers. Outstanding borrower advances were $0.9 million and $0.8 million as of December 31, 2021 and 2020, respectively, and are included in “Other assets” on the accompanying consolidated balance sheets. |
Loans Held for Sale, at Fair Va
Loans Held for Sale, at Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | |
Loans Held for Sale, at Fair Value | Loans Held for Sale, at Fair Value Loans held for sale, at fair value represent originated loans that are typically financed by short-term warehouse facilities (see Note 21 — “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises”) and sold within 45 days from the date the mortgage loan is funded. Newmark initially and subsequently measures all loans held for sale at fair value on the accompanying 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): December 31, 2021 2020 Cost Basis $ 1,051,220 $ 1,062,511 Fair Value 1,072,479 1,086,805 As of December 31, 2021 and 2020, 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, 2021 and 2020, 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 “Gains from mortgage banking activities/originations, 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): Year Ended December 31, 2021 2020 2019 Interest income on loans held for sale $ 20,287 $ 27,560 $ 34,239 Gains (loss) recognized on change in fair value on loans held for sale 21,259 24,294 5,174 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives 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 has 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, 2021 December 31, 2020 Derivative contract Assets Liabilities Notional Amounts (1) Assets Liabilities Notional Amounts (1) Rate lock commitments $ 3,957 $ 2,836 $ 174,787 $ 21,034 $ 2,977 $ 296,972 Nasdaq Forwards — — — 12,822 — 174,000 Forward sale contracts 4,544 2,180 1,226,007 7,632 14,971 1,359,482 Total $ 8,501 $ 5,016 $ 1,400,794 $ 41,488 $ 17,948 $ 1,830,454 (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 “Gains from mortgage banking activities/originations, net” on the accompanying consolidated statements of operations. The change in fair value of rate lock commitments are disclosed net of $1.0 million, $2.1 million and $2.0 million of expenses for the years ended December 31, 2021, 2020 and 2019, 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): Location of gain (loss) recognized in income for derivatives Year Ended December 31, 2021 2020 2019 Derivatives not designed as hedging instruments: Nasdaq Forwards Other income (loss), net $ (12,475) $ (13,680) $ (51,117) Rate lock commitments Gains (loss) from mortgage banking activities/originations, net 2,162 20,125 21,916 Rate lock commitments Compensation and employee benefits (1,043) (2,068) (2,004) Forward sale contracts Gains (loss) from mortgage banking activities/originations, net 2,365 (7,339) 851 Total $ (8,991) $ (2,962) $ (30,354) 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. |
Credit Enhancement Receivable,
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability | 12 Months Ended |
Dec. 31, 2021 | |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit [Abstract] | |
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability | Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability Newmark was a party to a Credit Enhancement Agreement (“CEA”), dated March 9, 2012, with German American Capital Corporation and Deutsche Bank Americas Holding Corporation (together, the “DB Entities”). On October 20, 2016, the DB Entities assigned the CEA to Deutsche Bank AG Cayman Island Branch, a Cayman Island Branch of Deutsche Bank AG (“DB Cayman”). Under the terms of these agreements, DB Cayman provided Newmark with varying levels of ongoing credit protection, subject to certain limits, for Fannie Mae and Freddie Mac loans subject to loss-sharing (see Note 23 — “Financial Guarantee Liability”) in Newmark’s servicing portfolio as of March 9, 2012. DB Cayman also reimbursed Newmark for any losses incurred due to violation of underwriting and servicing agreements that occurred prior to March 9, 2012. In accordance within the terms of the CEA, Newmark paid all amounts due to the DB Entities on March 23, 2021 fulfilling the Company's obligations under the agreement. For the years ended December 31, 2021 and 2020, there were no reimbursements under the CEA. Newmark's servicing portfolio consisted of the following loss-sharing components (in thousands): December 31, 2021 2020 Total credit risk loan portfolio $ 25,764,721 $ 24,048,754 Maximum DB Cayman credit protection — 18,689 Maximum pre-credit enhancement loss exposure $ 7,785,850 $ 7,172,509 Maximum DB Cayman credit protection — 6,230 Maximum loss exposure without any form of credit protection $ 7,785,850 $ 7,166,279 Credit enhancement receivable As of December 31, 2021 and 2020, there were no credit enhancement receivables. Credit enhancement deposit The CEA required the DB Entities to deposit $25.0 million into Newmark’s Fannie Mae restricted liquidity account (see Note 9 — “Capital and Liquidity Requirements”). On of March 23, 2021, Newmark returned the credit enhancement deposit of $25.0 million to the DB Entities. The $25.0 million deposit was included in “Accounts payable, accrued expenses and other liabilities” and "Other long-term liabilities", respectively, on the accompanying consolidated balance sheets as of December 31, 2020. Contingent liability Under the CEA, Newmark was required to pay DB Cayman, on March 9, 2021, an amount equal to 50% of the positive difference, if any, between (a) $25.0 million, and (b) Newmark’s unreimbursed loss-sharing payments from March 9, 2012 through March 9, 2021 on Newmark’s servicing portfolio as of March 9, 2012. On March 23, 2021, Newmark paid DB Cayman the entire outstanding amount. As of December 31, 2020, contingent liabilities were $12.3 million, and was included in “Accounts payable, accrued expenses and other liabilities” on the accompanying consolidated balance sheets. There was no liability as of December 31, 2021. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from Contracts with Customers | Revenues from Contracts with Customers The following table presents Newmark’s total revenues separately for its revenues from contracts with customers and other sources of revenues (in thousands): Year Ended December 31, 2021 2020 2019 Revenues from contracts with customers: Leasing and other commissions $ 826,942 $ 513,842 $ 854,780 Capital markets commissions 938,305 454,106 541,255 Management services 733,761 467,453 446,367 Total 2,499,008 1,435,401 1,842,402 Other sources of revenue (1) : Gains from mortgage banking activities/originations, net 225,481 310,914 198,085 Servicing fees and other 181,954 158,683 177,645 Total $ 2,906,443 $ 1,904,998 $ 2,218,132 (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 (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 at December 31, 2021 and 2020 was $3.7 million and $2.9 million, respectively. During the years ended December 31, 2021 and 2020, Newmark recognized revenue of $2.1 million and $2.8 million, respectively, that was recorded as deferred revenue at the beginning of the period. For Knotel and Deskeo, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations that represent contracted customer revenues that have not yet been recognized as revenue as of December 31, 2021, that will be recognized as revenue in future periods over the life of the customer contracts, in accordance with ASC 606, is approximately $180.4 million. Over half of the remaining performance obligation as of December 31, 2021 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 2028. Approximate future cash flows to be received over the next five years at December 31, 2021 are as follows (in thousands): 2022 $ 93,352 2023 53,580 2024 21,927 2025 7,305 2026 3,072 Thereafter 1,125 Total $ 180,361 |
Gains from Mortgage Banking Act
Gains from Mortgage Banking Activities/Originations, Net | 12 Months Ended |
Dec. 31, 2021 | |
Mortgage Banking [Abstract] | |
Gains from Mortgage Banking Activities/Originations, Net | Gains from Mortgage Banking Activities/Originations, NetGains from mortgage banking activities/originations, net consists of the following activity (in thousands): Year Ended December 31, 2021 2020 2019 Fair value of expected net future cash flows from servicing recognized at commitment, net $ 136,406 $ 194,814 $ 109,249 Loan originations related fees and sales premiums, net 89,075 116,100 88,836 Total $ 225,481 $ 310,914 $ 198,085 |
Mortgage Servicing Rights, Net
Mortgage Servicing Rights, Net | 12 Months Ended |
Dec. 31, 2021 | |
Transfers and Servicing [Abstract] | |
Mortgage Servicing Rights, Net | Mortgage Servicing Rights, Net The changes in the carrying amount of MSRs were as follows (in thousands): Year Ended December 31, Mortgage Servicing Rights 2021 2020 2019 Beginning Balance $ 528,983 $ 432,666 $ 416,131 Additions 147,789 193,913 103,160 Purchases from an affiliate — 200 1,489 Amortization (113,284) (97,796) (88,114) Ending Balance $ 563,488 $ 528,983 $ 432,666 Valuation Allowance Beginning Balance $ (34,254) $ (19,022) $ (4,322) Decrease (increase) 21,068 (15,232) (14,700) Ending Balance $ (13,186) $ (34,254) $ (19,022) Net Balance $ 550,302 $ 494,729 $ 413,644 Servicing fees are included in “Management services, servicing fees and other” on the accompanying consolidated statements of operations and were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Servicing fees $ 138,495 $ 116,005 $ 104,305 Escrow interest and placement fees 4,415 6,140 22,417 Ancillary fees 16,932 7,353 13,671 Total $ 159,842 $ 129,498 $ 140,393 Newmark’s primary servicing portfolio at December 31, 2021 and 2020 was $68.4 billion and $66.3 billion, respectively. Also, Newmark is the named special servicer for a number of commercial mortgage-backed securitizations. Upon certain specified events (such as, but not limited to, loan defaults and loans assumptions), the administration of the loan is transferred to Newmark. Newmark’s special servicing portfolio was $2.0 billion and $2.3 billion at December 31, 2021 and 2020, respectively. The estimated fair value of the MSRs at December 31, 2021 and 2020 was $608.0 million and $527.1 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. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net The changes in the carrying amount of goodwill were as follows (in thousands): Balance, January 1, 2020 $ 557,914 Acquisitions 6,294 Measurement period adjustments (3,876) Balance, December 31, 2020 560,332 Acquisitions 97,168 Measurement period adjustments (369) Balance, December 31, 2021 $ 657,131 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, 2021 and 2020, which did not result in a goodwill impairment (see Note 4 — “Acquisitions” for more information). Other intangible assets consisted of the following (in thousands, except weighted-average life): December 31, 2021 Gross Accumulated Net Weighted- Indefinite life: Trademark and trade names $ 11,350 $ — $ 11,350 N/A License agreements (GSE) 5,390 — 5,390 N/A Definite life: Trademark and trade names 12,765 (6,021) 6,744 3.7 Non-contractual customers 30,131 (12,815) 17,316 9.4 License agreements 4,981 (4,981) — 0.0 Non-compete agreements 6,558 (3,898) 2,660 3.5 Contractual customers 33,731 (3,822) 29,909 7.0 Other 4,552 (1,722) 2,830 5.3 Total $ 109,458 $ (33,259) $ 76,199 7.1 December 31, 2020 Gross Accumulated Net Weighted- Indefinite life: Trademark and trade names $ 11,350 $ — $ 11,350 N/A License agreements (GSE) 5,390 — 5,390 N/A Definite life: Trademark and trade names 5,704 (4,519) 1,185 0.1 Non-contractual customers 30,131 (9,729) 20,402 7.2 License agreements 4,981 (4,266) 715 0.0 Non-compete agreements 6,557 (2,920) 3,637 0.6 Contractual customers 3,052 (1,584) 1,468 0.4 Other 350 (208) 142 0.0 Total $ 67,515 $ (23,226) $ 44,289 5.5 Intangible amortization expense for the years ended December 31, 2021, 2020 a nd 2019 was $8.9 million, $6.7 million and $6.9 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, 2021 was as follows (in thousands): 2022 $ 10,196 2023 9,836 2024 9,282 2025 7,929 2026 6,820 Thereafter 15,396 Total $ 59,459 |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, Net | Fixed Assets, Net Fixed assets, net consisted of the following (in thousands): December 31, 2021 2020 Leasehold improvements, furniture and fixtures, and other fixed assets $ 184,704 $ 126,428 Software, including software development costs 32,851 30,928 Computer and communications equipment 27,382 26,168 Total, cost 244,937 183,524 Accumulated depreciation and amortization (109,181) (87,157) Total, net $ 135,756 $ 96,367 Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $22.0 million, $22.9 million and $22.7 million, respectively. Newmark recorded an impairment charge of $6.0 million and $5.0 million for internally developed software for the years ended December 31, 2020 and 2019, respectively. The impairment charge was included as a part of "Depreciation and amortization" on the accompanying consolidated statements of operations. There is no impairment recorded for the year ended December 31, 2021. Capitalized software development costs for the years ended December 31, 2021, 2020 and 2019 were $0.7 million, $2.0 million and $5.9 million, respectively. Amortization of software development costs totaled $1.3 million, $1.3 million and $2.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization of software development costs is included as part of “Depreciation and amortization” on the accompanying consolidated statements of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Newmark has operating leases for real estate and equipment. These leases have remaining lease terms ranging from 1 to 16 years, some of which include options to extend the leases in 5 to 10 years increments for up to 10 years. Renewal periods are included in the lease term only when renewal is reasonably certain, which is a high threshold and requires management to apply the judgment to determine the appropriate lease term. Certain leases also include periods covered by an option to terminate the lease if Newmark is reasonably certain not to exercise the termination option. The Company measures its lease payments by including fixed rental payments and, where relevant, variable rental payments tied to an index, such as the Consumer Price Index. Payments for leases in place before the date of adoption of ASC 842, Leases were determined based on previous leases guidance. The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term and variable lease expense not included in the lease payment measurement is recognized as incurred. All leases were classified as operating leases as of December 31, 2021. Pursuant to the accounting policy election, leases with an initial term of twelve months or less are not recognized on the balance sheet. The short-term lease expense over the period reasonably reflects the Company’s short-term lease commitments. ASC 842, Leases requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or cancellation provisions, and determining the discount rate. The Company determines whether an arrangement is a lease or includes a lease at the contract inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the Company has the right to obtain substantially all of the economic benefits from, and can direct the use of, the identified asset for a period of time, the Company accounts for the identified asset as a lease. The Company has elected the practical expedient to not separate lease and non-lease components for all leases other than real estate leases. The primary non-lease component that is combined with a lease component represents operating expenses such as utilities, maintenance or management fees. As the rate implicit in the lease is not usually available, the Company used an incremental borrowing rate based on the information available at the adoption date of the new Leases standard in determining the present value of lease payments for existing leases. The Company has elected to use a portfolio approach for the incremental borrowing rate, applying corporate bond rates to the leases. The Company calculated the appropriate rates with reference to the lease term and lease currency. The Company uses information available at the lease commencement date to determine the discount rate for any new leases. Operating lease costs were $75.5 million, $50.4 million and $47.1 million for the years ended December 31, 2021, 2020 and 2019, 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, 2021, 2020 and 2019, included payments of $81.7 million, $49.0 million and $44.4 million for operating lease liabilities, respectively. As of December 31, 2021 and 2020, Newmark did not have any leases that have not yet commenced but that create significant rights and obligations. For the years ended December 31, 2021, 2020 and 2019, respectively, Newmark had short-term lease expense of $1.1 million, $0.8 million and $2.3 million. For the years ended December 31, 2021, 2020 and 2019, respectively, Newmark had sublease income of $0.6 million, $1.3 million and $0.7 million. During 2020 Newmark recorded a lease impairment charge of $5.1 million to "Operating administrative and other" on the accompanying consolidated statements of operations. The weighted-average discount rate as of December 31, 2021 and 2020 was 3.95% and 7.11% and the remaining weighted-average lease term was 7.4 years and 8.2 years, respectively. As of December 31, 2021 and 2020, Newmark had operating lease Right-of-use assets of $606.6 million and $190.5 million, respectively, and operating lease Right-of-use liabilities of $82.0 million and $29.5 million, respectively, recorded in “ Accounts payable, and accrued expenses and other liabilities Rent expense, including the operating lease costs above, for the years ended December 31, 2021, 2020 and 2019 was $105.2 million, $49.9 million and $49.4 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 2032. Certain of these leases contain escalation clauses that require payment of additional rent to the extent of increases in certain operating or other costs. Minimum lease payments under these arrangements were as follows (in thousands): December 31, 2021 2020 2022 $ 113,822 $ 45,701 2023 112,840 42,072 2024 106,038 40,507 2025 101,211 37,866 2026 96,493 36,520 Thereafter 274,764 126,668 Total lease payments 805,168 329,334 Less: Interest 137,141 81,237 Present value of lease liability $ 668,027 $ 248,097 |
Other Current Assets and Other
Other Current Assets and Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
Other Current Assets and Other Assets | Other Current Assets and Other Assets Other current assets consisted of the following (in thousands): December 31, 2021 2020 Derivative assets $ 8,501 $ 32,259 Prepaid expenses 36,422 18,900 Other taxes 17,383 9,204 Rent and other deposits 20,471 1,539 Other 560 1,888 Total $ 83,337 $ 63,790 Other assets consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets $ 70,191 $ 187,526 Equity method investment 88,308 88,315 Debt securities — 12,754 Non-marketable investments 20,017 9,927 Derivative assets — 9,229 Other 33,965 15,171 Total $ 212,481 $ 322,922 |
Repurchase Agreements and Secur
Repurchase Agreements and Securities Loaned | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Repurchase Agreements and Securities Loaned | Repurchase Agreements and Securities LoanedSecurities sold under Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will be repurchase, including accrued interest. As of December 31, 2021, Cantor facilitated Repurchase Agreements between the Company and Cantor in the amount of $140.0 million. The market value of the securities pledged as of December 31, 2021, were $182.0 million (see Note 7 — "Marketable Securities" and Note 27 — “Related Party Transactions”). The cash collateral received from Cantor bore an interest rate of 0.95%. As of December 31, 2020, Newmark had securities loaned with Cantor of $33.3 million. The market value of the securities loaned was $32.6 million as of December 31, 2020. The cash collateral received from Cantor bore an interest rate of 0.85% as of December 31, 2020. |
Warehouse Facilities Collateral
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises | 12 Months Ended |
Dec. 31, 2021 | |
Brokers and Dealers [Abstract] | |
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises | Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises Newmark uses its warehouse facilities and repurchase agreements to fund mortgage loans originated under its various lending programs. Outstanding borrowings against these lines are collateralized by an assignment of the underlying mortgages and third-party purchase commitments and are recourse only to Berkeley Point Capital, LLC. Newmark had the following lines available and borrowings outstanding (in thousands): Committed Uncommitted Balance at December 31, 2021 Balance at December 31, 2020 Stated Spread to One-Month LIBOR/SOFR (3) Rate Type Warehouse facility due October 7, 2022 (1)(2) $ 600,000 $ — $ 384,571 $ 358,247 130 bps - 140 bps Variable Warehouse facility due June 15, 2022 450,000 — 243,659 292,040 130 bps -140 bps Variable Warehouse facility due June 15, 2022 — 300,000 135,601 — 130 bps Variable Warehouse facility due September 25, 2022 400,000 — 193,091 146,380 130 bps - 140 bps Variable Fannie Mae repurchase agreement, open maturity (3) — 400,000 93,771 264,535 115 bps Variable Total $ 1,450,000 $ 700,000 $ 1,050,693 $ 1,061,202 (1) The warehouse line established a $125.0 million sublimit line of credit to fund potential principal and interest servicing advances on the Company's Fannie Mae portfolio during the forbearance period related to the CARES Act. Advances will have an interest rate of 1-month LIBOR plus 180 bps. There were no outstanding under this sublimit as of December 31, 2021. (2) The warehouse line was temporarily increased by $300 million to $900 million for the period December 1, 2020 to February 1, 2021. (3) The spread for the Fannie Mae repurchase agreement is to SOFR. The warehouse facilities are to LIBOR. 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, 2021 and 2020, respectively. The borrowing rates on the warehouse facilities are based on short-term LIBOR or SOFR plus applicable margins. Due to the short-term maturity of these instruments, the carrying amounts approximate fair value. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2021 2020 6.125% Senior Notes $ 545,239 $ 542,772 Credit Facility — 137,613 Total $ 545,239 $ 680,385 6.125% Senior Notes On November 6, 2018, Newmark closed its offering of $550.0 million aggregate principal amount of 6.125% Senior Notes due 2023 (the “6.125% Senior Notes”). The 6.125% Senior Notes were priced on November 1, 2018 at 98.94% to yield 6.375%. The 6.125% Senior Notes were offered and sold by Newmark in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended (“Securities Act”). The 6.125% Senior Notes were subsequently exchanged for notes with substantially similar terms that were registered under the Securities Act. The 6.125% Senior Notes bear an interest rate of 6.125% per annum, payable on each May 15 and November 15, beginning on May 15, 2019, and will mature on November 15, 2023. The carrying amount of the 6.125% Senior Notes was determined as follows (in thousands): December 31, 2021 2020 Principal balance $ 550,000 $ 550,000 Less: debt issue cost 2,404 3,688 Less: debt discount 2,357 3,540 Total $ 545,239 $ 542,772 Newmark uses the effective interest rate method to amortize debt discounts and uses the straight-line method to amortize debt issue costs over the life of the notes. Interest expense, amortization of debt issue costs and amortization of the debt discount of the 6.125% Senior Notes, included in “Interest (expense) income, net” on the accompanying consolidated statements of operations, were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Interest expense $ 33,687 $ 33,687 $ 34,730 Debt issue cost amortization 1,284 1,284 1,282 Debt discount amortization 1,183 1,183 565 Total $ 36,154 $ 36,154 $ 36,577 Debt Repurchase Program On June 16, 2020, the Newmark Board of Directors and its Audit Committee authorized a debt repurchase program for the repurchase by Newmark of up to $50.0 million of Newmark’s 6.125% Senior Notes and any future debt securities issued by the Company. As of December 31, 2021, Newmark had $50.0 million remaining under its debt repurchase authorization. Credit Facility On November 28, 2018, Newmark entered into a credit agreement by and among Newmark, the several financial institutions from time to time party thereto, as Lenders, and Bank of America N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement provided for a $250.0 million three-year unsecured senior revolving credit facility (the “Credit Facility”). Borrowings under the Credit Facility bore an annual interest rate equal to, at Newmark’s option, either (a) LIBOR for specified periods, or upon the consent of all Lenders, such other period that is 12 months or less, plus an applicable margin, or (b) a base rate equal to the greatest of (i) the federal funds rate plus 0.5%, (ii) the prime rate as established by the administrative agent, and (iii) one-month LIBOR plus 1.0%, plus an applicable margin. The applicable margin is 2.0% with respect to LIBOR borrowings and can range from 1.25% to 2.25% in (a) above and was 1.00% with respect to base rate borrowings and can range from 0.25% to 1.25% in (b) above, depending upon Newmark’s credit rating. The Credit Facility also provides for an unused facility fee. On February 26, 2020, Newmark entered into an amendment to the Credit Agreement, increasing the size of the Credit Facility to $425.0 million (the “Amended Credit Facility”) and extending the maturity date to February 26, 2023. The annual interest rate on the Amended Credit Facility was reduced to LIBOR plus 1.75%, subject to a pricing grid linked to Newmark’s credit ratings from Standard & Poor’s and Fitch. On March 16, 2020, Newmark entered into a second amendment to the Credit Agreement, increasing the size of the Amended Credit Facility to $465.0 million (the "Second Amended Credit Facility"). The annual interest rate on the Second Amended Credit Facility is LIBOR plus 1.75%, subject to a pricing grid linked to Newmark’s credit ratings from Standard & Poor’s and Fitch. In July 2021, Newmark paid the $140.0 million outstanding on the Credit Facility. Details of the Credit Facility are as follows (in thousands): December 31, 2021 2020 Principal balance $ — $ 140,000 Less: Debt issue cost — 2,387 Total $ — $ 137,613 As of December 31, 2021 and 2020, borrowings under the Credit Facility carried an interest rate of 0.00% and 1.90%, with a weighted-average interest rate of 1.03% and 2.37%, respectively. Newmark uses the straight-line method to amortize debt issue costs over the life of the notes. Interest expense and amortization of debt issue costs of the Credit Facility, included in “Interest (expense) income, net” on the accompanying consolidated statements of operations, were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Interest expense $ 1,623 $ 6,618 $ 1,865 Debt issue cost amortization 826 1,101 565 Unused facility fee 972 354 627 Total $ 3,421 $ 8,073 $ 3,057 |
Financial Guarantee Liability
Financial Guarantee Liability | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees [Abstract] | |
Financial Guarantee Liability | Financial Guarantee Liability Newmark shares risk of loss for loans originated under the Fannie Mae DUS and Freddie TAH programs and could incur losses in the event of defaults under or foreclosure of these loans. Under the loss-share guarantee, Newmark’s maximum liability to the extent of actual losses incurred is approximately 33% of the outstanding principal balance on Fannie Mae DUS or Freddie TAH loans. Risk-sharing percentages are established on a loan-by-loan basis when originated, with most loans at 33% and “modified” loans at lower percentages. Under certain circumstances, risk-sharing percentages can be revised subsequent to origination or Newmark could be required to repurchase the loan. In the event of a loss resulting from a catastrophic event that is not required to be covered by borrowers’ insurance policies, Newmark can recover the loss under its mortgage impairment insurance policy. Any potential recovery is subject to the policy’s deductibles and limits. At December 31, 2021, the credit risk loans being serviced by Newmark on behalf of Fannie Mae and Freddie Mac had outstanding principal balances of $25.8 billion with a maximum potential loss of $7.8 billion. At December 31, 2020, the credit risk loans being serviced by Newmark on behalf of Fannie Mae and Freddie Mac had outstanding principal balances of approximately $24.0 billion with a maximum potential loss of approximately $7.2 billion, of which $6.2 million was covered by the Credit Enhancement Agreement (see Note 12 — “Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability”). As of December 31, 2021, there were no loans covered by the Credit Enhancement Agreement. 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 in economic conditions and local market performance. During the years ended December 31, 2021 and 2020, there was a decrease to the reserve by $3.6 million and an increase to the reserve by $11.6 million, respectively. A loan is considered to be delinquent once it is 60 days past due. As of December 31, 2021, there were two loans in the credit risk portfolio with an outstanding principal balance of $33.6 million, with a maximum loss exposure of $11.2 million, that were in default. If the two loans in default resulted in a loss event, proceeds from the liquidation of the assets are estimated to be approximately $28.4 million based on current estimates of fair value. Newmark’s share of the loss would approximate $2.3 million. As of December 31, 2020, there were four loans in the credit risk portfolio with outstanding principal balances of $53.5 million, with a maximum loss exposure of $17.8 million, that were delinquent. If all four delinquent loans resulted in a loss event, proceeds from the liquidation of the assets are estimated to be approximately $39.0 million based on estimates of fair value at December 31, 2020. Newmark's share of the loss would approximate $5.3 million. As of December 31, 2021, no actual losses were incurred. 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, 2020 $ 15 Impact of adopting ASC 326 17,935 Provision for expected credit losses 11,631 Balance, December 31, 2020 29,581 Provision for expected credit losses (3,592) Balance, December 31, 2021 $ 25,989 |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit Risk | Concentrations of Credit RiskThe lending activities of Newmark create credit risk in the event that counterparties do not fulfill their contractual payment obligations. In particular, Newmark is exposed to credit risk related to the Fannie Mae DUS and Freddie Mac TAH loans (see Note 23 — “Financial Guarantee Liability”). As of December 31, 2021, 20% and 13% of $7.8 billion of the maximum loss was for properties located in California and Texas, respectively. As of December 31, 2020, 21% and 14% of $7.2 billion of the maximum loss was for properties located in California and Texas, respectively. |
Escrow and Custodial Funds
Escrow and Custodial Funds | 12 Months Ended |
Dec. 31, 2021 | |
Deposit Assets Disclosure [Abstract] | |
Escrow and Custodial Funds | Escrow and Custodial FundsIn conjunction with the servicing of multifamily and commercial loans, Newmark holds escrow and other custodial funds. Escrow funds are held at unaffiliated financial institutions generally in the form of cash and cash equivalents. These funds amounted to $2.3 billion and $1.3 billion, as of December 31, 2021 and 2020, respectively. These funds are held for the benefit of Newmark’s borrowers and are segregated in custodial bank accounts. These amounts are excluded from the assets and liabilities of Newmark. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities U.S. GAAP guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • Level 1 measurements—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 measurements—Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. • Level 3 measurements—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. As required by U.S. GAAP guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP guidance (in thousands): As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 524,569 $ — $ — $ 524,569 Loans held for sale, at fair value — 1,072,479 — 1,072,479 Rate lock commitments — — 3,957 3,957 Nasdaq Forwards — — — — Forward sale contracts — — 4,544 4,544 Total $ 524,569 $ 1,072,479 $ 8,501 $ 1,605,549 Liabilities: Contingent consideration — — 12,338 12,338 Rate lock commitments — — 2,836 2,836 Forward sale contracts — — 2,180 2,180 Total $ — $ — $ 17,354 $ 17,354 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 33,283 $ — $ — $ 33,283 Loans held for sale, at fair value — 1,086,805 — 1,086,805 Debt securities — 12,754 — 12,754 Rate lock commitments — — 21,034 21,034 Nasdaq Forwards — — 12,822 12,822 Forward sale contracts — — 7,632 7,632 Total $ 33,283 $ 1,099,559 $ 41,488 $ 1,174,330 Liabilities: Contingent consideration $ — $ — $ 31,481 $ 31,481 Rate lock commitments — — 2,977 2,977 Forwards sale contracts — — 14,971 14,971 Total $ — $ — $ 49,429 $ 49,429 There were no transfers among Level 1, Level 2 and Level 3 for the years ended December 31, 2021 and 2020, respectively Level 3 Financial Assets and Liabilities: Changes in Level 3 Nasdaq Forwards, rate lock commitments, forward sale contracts and contingent consideration measured at fair value on recurring basis were as follows (in thousands): As of December 31, 2021 Opening Total realized Issuances Settlements Closing Unrealized Assets: Rate lock commitments $ 21,034 $ 3,957 $ — $ (21,034) $ 3,957 $ 3,957 Forward sale contracts 7,632 4,544 — (7,632) 4,544 4,544 Nasdaq Forwards 12,822 (12,822) — — — — Total $ 41,488 $ (4,321) $ — $ (28,666) $ 8,501 $ 8,501 Opening Total realized Issuances Settlements Closing Unrealized Liabilities: Contingent consideration $ 31,481 $ (1,351) $ — $ (17,792) $ 12,338 $ 12,338 Rate lock commitments 2,977 2,836 — (2,977) 2,836 2,836 Forward sale contracts 14,971 2,180 — (14,971) 2,180 2,180 Total $ 49,429 $ 3,665 $ — $ (35,740) $ 17,354 $ 17,354 As of December 31, 2020 Opening Total realized Issuances Settlements Closing Unrealized Assets: Rate lock commitments $ 32,035 $ 21,034 $ — $ (32,035) $ 21,034 $ 21,034 Forward sale contracts 14,389 7,632 — (14,389) 7,632 7,632 Nasdaq Forwards 26,502 (13,680) — — 12,822 12,822 Total $ 72,926 $ 14,986 $ — $ (46,424) $ 41,488 $ 41,488 Opening Total realized Issuances Settlements Closing Unrealized Liabilities: Contingent consideration $ 45,172 $ (11,063) $ 2,221 $ (4,849) $ 31,481 $ (408) Rate lock commitments 12,124 2,977 (12,124) 2,977 2,977 Forward sale contracts 13,537 14,971 (13,537) 14,971 14,971 Total $ 70,833 $ 6,885 $ 2,221 $ (30,510) $ 49,429 $ 17,540 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: December 31, 2021 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 12,338 Discount rate 4.0% - 10.2% (1) 8.1% Probability of meeting earnout and contingencies 0.0%- 99.0% (1) 91.6% Financial forecast information Derivative assets and liabilities: Nasdaq Forwards $ — $ — Implied volatility N/A N/A Forward sale contracts $ 4,544 $ 2,180 Counterparty credit risk N/A N/A Rate lock commitments $ 3,957 $ 2,836 Counterparty credit risk N/A N/A December 31, 2020 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 31,481 Discount rate 0.3% - 10.4% 7.1% Probability of meeting earnout and contingencies 0% - 100% (1) 93.9% Financial forecast information Derivative assets and liabilities: Nasdaq Forwards $ 12,822 $ — Implied volatility 42.4% - 42.6% (2) 42.5% Forward sale contracts $ 7,632 $ 14,971 Counterparty credit risk N/A N/A Rate lock commitments $ 21,034 $ 2,977 Counterparty credit risk N/A N/A (1) Newmark’s estimate of contingent consideration as of December 31, 2021 and 2020 was based on the acquired business’ projected future financial performance, including revenues. (2) The volatility of Newmark’s Nasdaq Forwards is primarily based on the volatility of the underlying Nasdaq stock price. Valuation Processes - Level 3 Measurements Both the rate lock commitments to borrowers and the forward sale contracts to investors are derivatives and, accordingly, are marked to fair value on the accompanying consolidated statements of operations. The fair value of Newmark’s rate lock commitments to borrowers and loans held for sale and the related input levels includes, as applicable: • The assumed gain loss of the expected loan sale to the investor, net of employee benefits; • The expected net future cash flows associated with servicing the loan; • The effects of interest rate movements between the date of the rate lock and the balance sheet date; and • The nonperformance risk of both the counterparty and Newmark. The fair value of Newmark’s forward sales contracts to investors considers effects of interest rate movements between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value. The fair value of Newmark’s rate lock commitments and forward sale contracts is adjusted to reflect the risk that the agreement will not be fulfilled. Newmark’s exposure to nonperformance in rate lock and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of Newmark’s counterparties, the short duration of rate lock commitments and forward sales contracts, and Newmark’s historical experience with the agreements, management does not believe the risk of nonperformance by Newmark’s counterparties to be significant. The Nasdaq Forwards are derivatives and, accordingly, are marked to fair value on the accompanying consolidated statements of operations. The fair value of the Nasdaq Forwards are determined utilizing the following inputs, as applicable: • The underlying number of shares and the related strike price; • The maturity date; and • The implied volatility of Nasdaq’s stock price. The fair value of Newmark’s Nasdaq Forwards considers the effects of Nasdaq’s stock price volatility between the balance sheet date and the maturity date. The fair value is determined by the use of a Black-Scholes put option valuation model. Information About Uncertainty of Level 3 Fair Value Measurements The significant unobservable inputs used in the fair value of Newmark’s contingent consideration are the discount rate and forecasted financial information. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a significantly higher (lower) fair value measurement. As of December 31, 2021 and 2020, the present value of expected payments related to Newmark’s contingent consideration was $12.3 million and $31.5 million, respectively (see Note 31 — “Commitments and Contingencies”). As of December 31, 2021 and 2020, the undiscounted value of the payments, assuming that all contingencies are met, would be $13.2 million and $51.3 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 $20.0 million and $9.9 million, which was included in “Other assets” on the accompanying consolidated balance sheets as of December 31, 2021 and 2020, 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (a) Service Agreements Newmark receives administrative services, including but not limited to, treasury, legal, accounting, information technology, payroll administration, human resources, incentive compensation plans and other support, provided by Cantor. Allocated expenses were $23.8 million, $22.6 million and $25.0 million for the years ended December 31, 2021, 2020 and 2019, 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 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, 2021 and 2020, the aggregate balance of employee loans was $453.3 million and $454.3 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, 2021, 2020 and 2019 was $79.4 million, $73.6 million and $39.0 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. Transfer of Employees to Newmark and Other Related Party Transactions In connection with the expansion of the mortgage brokerage and lending activities, Newmark has entered into an agreement with Cantor pursuant to which five former employees of Cantor's affiliate, Cantor Commercial Real Estate ("CCRE"), transferred to Newmark, effective as of May 1, 2018. In connection with this transfer of employees, Cantor paid $6.9 million to Newmark in October 2018, and Newmark Holdings issued $6.7 million of limited partnership units and $0.2 million of cash in the form of a cash distribution agreement to the employees. In addition, Newmark Holdings issued $2.2 million of Newmark Holdings partnership units with a capital account and $0.5 million of limited partnership units in exchange for the cash payment from Cantor to Newmark of $2.2 million. Newmark recorded $6.9 million and $2.2 million as “Stockholders’ equity” and “Redeemable partnership interests”, respectively, on the consolidated balance sheets. In consideration for the Cantor payment, Newmark agreed to return up to a maximum of $3.3 million to Cantor based on the employees’ production during their first two years of employment with Newmark. In July 2020, Newmark paid $3.3 million to Cantor based on the employees’ production, satisfying this liability. As of December 31, 2021, Newmark did not have an outstanding balance to Cantor related to this transaction. Newmark has agreed to allow certain of these employees to continue to provide consulting services to Cantor in exchange for a forgivable loan which was directly paid by Cantor to these employees. In February 2019, Newmark's Audit Committee authorized Newmark and its subsidiaries to originate and service GSE loans for Cantor and its affiliates (other than BGC) and service loans originated by Cantor and its affiliates (other than BGC) on prices, rates and terms no less favorable to Newmark and its subsidiaries than those charged by third parties. The authorization is subject to certain terms and conditions, including but not limited to: (i) a maximum amount up to $100.0 million per loan, (ii) a $250.0 million limit on loans that have not yet been acquired or sold to a GSE at any given time, and (iii) a separate $250.0 million limit on originated Fannie Mae Loans outstanding to Cantor at any given time. On November 30, 2020, we entered into an arrangement to assist View, Inc. (“View”) in the sale of its products and services to real estate clients in exchange for commissions. View, Inc. is a Silicon Valley-based producer of high-efficiency dynamic glass that controls light, heat, and glare, providing unobstructed views and privacy using a low voltage control system. In connection with the arrangement, View also agreed to engage us as its exclusive provider of real estate services for a period of at least five years. While View is not under common control with us, it was, at the time that the agreement was executed, the target of a merger with CF Finance Acquisition Corp. II, a special purpose acquisition company sponsored by Cantor. (c) Transactions with CCRE Newmark has a revenue-share agreement with CCRE, in which Newmark pays CCRE for referrals for leasing or other services. Newmark did not make any payments under this agreement to CCRE for the years ended December 31, 2021, 2020 and 2019, respectively. In addition, Newmark has a loan referral agreement in place with CCRE, in which either party can refer a loan to the other. Newmark did not have any revenues from these referrals for the years ended December 31, 2021 and 2020. Such revenues are recognized in “Gains from mortgage banking activities/originations, net” on the accompanying consolidated statements of operations. These referral fees are net of the broker fees and commissions paid to CCRE. Newmark did not purchase any primary servicing rights during the year ended December 31, 2021. Newmark purchased the primary servicing rights of loans originated by CCRE for $227.0 million of loans originated by CCRE for $0.2 million for the year ended December 31, 2020. 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 $3.6 million, $3.8 million and $3.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, which was included as part of “Management services, servicing fee and other” on the accompanying consolidated statements of operations. On July 22, 2019, Cantor Commercial Real Estate Lending, L.P. (“CCRE Lending”), a wholly owned subsidiary of Real Estate LP, made a $146.6 million commercial real estate loan (the “Loan”) to a single-purpose company (the “Borrower”) in which Barry Gosin, Newmark’s Chief Executive Officer, owns a 19% interest. The Loan is secured by the Borrower’s interest in property in Pennsylvania that is subject to a ground lease. While CCRE Lending initially provided the full loan amount, on August 16, 2019, a third-party bank purchased approximately 80% of the Loan value from CCRE Lending, with CCRE Lending retaining approximately 20%. The Loan matures on August 6, 2029, and is payable monthly at a fixed interest rate of 4.38% per annum. Newmark provided certain commercial loan brokerage services to the Borrower in the ordinary course of its business, and the Borrower paid Newmark a fee, as the broker of the Loan, of $0.7 million. The Newmark Audit Committee approved the commercial loan brokerage services and the related fee amount received. Transactions with Executive Officers and Directors Executive Compensation On December 21, 2021, the Compensation Committee approved: (i) the redemption of all of Mr. Gosin’s remaining 838,996 non-exchangeable Newmark PPSUs for $8,339,980 in cash and (ii) compensation of approximately $7,357,329 by way of the Company causing 478,328 of Mr. Gosin’s non-exchangeable Newmark PSUs to be redeemed for zero and issuing 446,711 shares of Newmark Class A Common Stock, based upon the closing price on the date the Committee approved the transaction (which was $16.47) and an exchange ratio of 0.9339. The estimated pre-tax value of this transaction is $15,697,309, less applicable taxes and withholdings, using a 53.13% tax rate for Mr. Gosin. On December 21, 2021, Mr. Lutnick elected to redeem all of his 193,530 currently exchangeable Newmark PPSUs for a cash payment of $1,465,873. In addition, upon the Compensation Committee’s approval of the monetization of Mr. Gosin’s remaining non-exchangeable Newmark PPSUs and a number of Mr. Gosin’s non-exchangeable PSUs on December 21, 2021, Mr. Lutnick (i) elected to redeem 188,883 non-exchangeable Newmark PPSUs for a cash payment of $1,954,728, and 127,799 non-exchangeable Newmark NPPSUs for a cash payment of $1,284,376, both for which he previously waived, but now accepted under the Company’s standing policy for Mr. Lutnick; and (ii) received the right to monetize, and accepted the monetization of, his remaining 122,201 non-exchangeable Newmark NPPSUs for a cash payment of $1,228,124, under such standing policy. In connection with the foregoing, Mr. Lutnick accepted the right to monetize approximately $4,406,915 by way of the Company causing 286,511 of Mr. Lutnick’s non-exchangeable Newmark PSUs to be redeemed for zero and issuing 267,572 shares of Newmark Class A Common Stock based upon the closing price on the date the Committee approved the transaction (which was $16.47) and a .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, 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. 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 is 4,423,457 non-exchangeable Newmark Holdings PSUs/NPSUs, inclusive of the PSUs receiving an HDU conversion right and 1,770,016 non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount of $21.6 million at that time, inclusive of the PPSUs receiving an HDU conversion right. On March 16, 2021, the Compensation Committee granted Mr. Gosin exchange rights into shares of Class A common stock with respect to 526,828 previously awarded non-exchangeable Newmark Holdings PSUs and 30,871 non-exchangeable Newmark Holdings APSUs held by Mr. Gosin (which, based on the closing price of the Class A common stock of $11.09 per share on such date and using the exchange ratio of 0.9365, had a value of $5.8 million in the aggregate). In addition, on March 16, 2021, the Compensation Committee approved removing the sale restrictions on Mr. Gosin’s remaining 178,232 restricted shares of Class A common stock in BGC (which were originally issued in 2013) and associated 82,680 remaining restricted shares of Newmark Class A common stock (issued as a result of the Company spin-off in November 2018). On March 16, 2021, the Compensation Committee granted Mr. Rispoli (i) exchange rights into shares of 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). On April 27, 2021, the Compensation Committee approved an additional monetization opportunity for Mr. Merkel: (i) 73,387 of Mr. Merkel’s 145,384 non-exchangeable Newmark Holdings PSUs were redeemed for zero, (ii) 19,426 of Mr. Merkel’s 86,649 non-exchangeable Newmark Holdings PPSUs were redeemed for a cash payment of $0.2 million, and (iii) 68,727 shares of 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 June 28, 2021, in connections with the 2021 Equity Event, the Compensation Committee approved the specific transactions with respect to the Company’s executive officers set forth below. All of the transactions included in the 2021 Equity Event, with respect to Messrs. Lutnick, Gosin and Rispoli, were based on (i) the price for Newmark Class A common stock of $12.50 per share, as approved by the Compensation Committee; (ii) the price of BGC Partners Class A common stock of $5.86; and (iii) the price of Nasdaq common stock of $177.11. Howard W. Lutnick, Chairman On June 28, 2021, the Compensation Committee approved the following for Howard W. Lutnick, the Company’s Chairman: (i) the exchange of 279,725 exchangeable Newmark Holdings PSUs (currently in the share count) into 263,025 shares of Newmark Class A common stock based on the current exchange ratio of 0.9403; (ii) the redemption of 193,530 exchangeable Newmark Holdings PPSUs for a cash payment of $2.5 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the Newmark Class A common stock in (i) above; (iii) the redemption of 2,909,819 non-exchangeable Newmark Holdings PSUs, pursuant to Mr. Lutnick’s rights under his existing standing policy and issuance of 2,736,103 shares of Newmark Class A common stock to him based upon the current exchange ratio of 0.9403; (iv) the redemption of 793,398 non-exchangeable Newmark Holdings PPSUs pursuant to Mr. Lutnick’s rights under his existing standing policy for a cash payment of $22.9 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the above Newmark Class A common stock in (iii) above; (v) the conversion of 552,482.62 non-exchangeable Newmark Holdings PSUs with the right to exchange PSUs into HDUs (“H-Rights”) into 552,482.62 non-exchangeable HDUs and redemption of such HDUs for their Capital Account, paid in the form of Nasdaq Shares; (vi) the redemption of 602,462.94 non-exchangeable PPSUs for a cash payment of $8.0 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of above Newmark Holdings HDU cash payment; (vii) the exchange of 520,380 exchangeable BGC Holdings PSUs into 520,380 shares of BGC Class A common stock; (viii) the redemption of 425,766 exchangeable BGC Holdings PPSUs for a cash payment of $2.4 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the above BGC shares in (viii); (ix) 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 BGC Class A common stock; (x) the conversion of 1,131,774 non-exchangeable BGC Holdings PSUs with H-Rights into 1,131,774 non-exchangeable BGC Holdings HDUs; (xi) the redemption of 1,018,390 non-exchangeable BGC Holdings PPSUs with rights to redeem for cash in connection with the exercise of above BGC Holdings HDUs for a cash payment of $0.3 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of above BGC Holdings HDU cash payment; and (xii) the issuance of 29,059 shares of Newmark Class A common stock. On December 28, 2021 (the “Effective Date”), the Compensation Committee awarded to Howard W. Lutnick, the Company’s Chairman and principal executive officer, a one-time $50 million bonus award in consideration of his efforts in delivering superior financial results. These efforts included his management of the Company and success in creating value for the Company’s stockholders in connection with structuring, hedging, and monetizing the Nasdaq, Inc. common stock (the “Nasdaq Shares”) held by the Company and the significant amount of income earned by the Company related to these activities and the significant increase in value of such Nasdaq Shares over time. Barry M. Gosin, Chief Executive Officer On September 20, 2021, the Compensation Committee approved a monetization opportunity for Mr. Gosin: all of Mr. Gosin’s 2,114,546 non-exchangeable BGC Holdings PSUs were redeemed for zero and 2,114,456 shares of BGC Class A common stock were issued to Mr. Gosin. On June 28, 2021, the Compensation Committee approved the following for Barry M. 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 Newmark Class A common stock based upon the current exchange ratio of 0.9403; (ii) the redemption of 60,753.97 exchangeable Newmark Holdings PPSUs for a cash payment of $9.2 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the Newmark shares in (i) above; (iii) the conversion of 443,871.60 non-exchangeable Newmark Holdings PSUs with H-Rights into 443,871.60 non-exchangeable Newmark Holdings HDUs, less any taxes and withholdings in excess of $5.4 million, and redemption of such HDUs for their Capital Account, paid in the form of Nasdaq Shares; (iv) the redemption of 539,080.23 non-exchangeable Newmark Holdings PPSUs for cash in connection with the delivery of the Newmark Holdings HDU cash payment in (iii) above; (v) 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 BGC Class A common stock; (vi) the redemption of 80,891 exchangeable BGC Holdings PPSUs for a cash payment of $9.8 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the BGC shares in (v) above; (vii) the conversion of 1,592,016 non-exchangeable BGC Holdings PSUs with H-Rights to into 1,592,016 non-exchangeable BGC Holdings HDUs, less applicable taxes and withholdings in excess of the BGC Holdings PPSU value in (viii) below; (viii) the redemption of 264,985 non-exchangeable BGC Holdings PPSUs with rights to redeem for cash in connection with exercise of above BGC Holdings HDUs for a cash payment of $0.0 million, to be remitted to the applicable tax authorities in connection with the delivery of the BGC Holdings HDU cash payment in (vii) above; and (ix) the issuance of 12,500 Newmark Class A common stock. Michael J. Rispoli, Chief Financial Officer On June 28, 2021, the Compensation Committee approved the following for Mr. Michael Rispoli, the Company’s Chief Financial Officer: (i) the exchange of 23,124 exchangeable Newmark Holdings PSUs into 21,744 shares of Newmark Class A common stock based on the current exchange ratio of 0.9403; (ii) the redemption of 18,668.77 exchangeable Newmark Holdings PPSUs for a cash payment of $0.2 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the Newmark shares in (i) above; (iii) the redemption of 6,000 non-exchangeable Newmark Holdings PSUs and the issuance of 5,642 Restricted Shares of Newmark Class A common stock based upon the current exchange ratio of 0.9403; (iv) the conversion of 5,846 non-exchangeable Newmark Holdings PSUs with H-Rights into 5,846 non-exchangeable Newmark Holdings HDUs and the redemption of such HDUs for their Capital Account, paid in the form of Nasdaq Shares; (v) the redemption of 4,917 non-exchangeable Newmark Holdings PPSUs with rights to redeem for cash in connection with the exercise of above Newmark Holdings HDUs for a cash payment of $0.1 million, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the HDU cash payment in (iv) above; (vi) the exchange of 36,985 exchangeable BGC Holdings PSUs into 36,985 shares of BGC Class A common stock; (vii) the redemption of 29,791 exchangeable BGC Holdings PPSUs for a cash payment of $0.1 million to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the BGC shares in (vi) above; and (viii) the issuance of 383 Newmark Class A Common Stock. Stephen M. Merkel, Chief Legal Officer On June 28, 2021 the Compensation Committee also approved the following for Stephen M. Merkel, the Company’s Chief Legal Officer: (i) the redemption of 51,124.28 non-exchangeable Newmark Holdings PSUs and issuance of 48,072 shares of Newmark Class A common stock based upon the current exchange ratio of 0.9403; and (ii) the redemption of 46,349.87 non-exchangeable Newmark Holdings PPSUs for a cash payment of $0.5 million, to be remitted to the applicable tax authorities to the extent necessary in connection with the issuance of the shares above. Retirement Fund Purchase On April 27, 2021, a Keogh retirement account held by Mr. Lutnick purchased 5,154 shares of our Class A common stock from us at the closing price of our Class A common stock on that date of $10.67 per share. The transaction was approved by our Audit Committee. On November 4, 2020, the Audit Committee of the Board of Directors authorized entities in which executive officers have a non-controlling interest to engage Newmark to provide ordinary course real estate services to them as long as Newmark’s fees are consistent with the fees that Newmark ordinarily charges for these services. CF Real Estate Finance Holdings, LP. Contemporaneously with the acquisition of Berkeley Point, on September 8, 2017, Newmark invested $100.0 million in a newly formed commercial real estate-related financial and investment business, Real Estate LP, which is controlled and managed by Cantor. Real Estate LP may conduct activities in any real estate related business or asset backed securities related business or any extensions thereof and ancillary activities thereto. As of December 31, 2021 and 2020, Newmark’s investment was accounted for under the equity method (see Note 8 — “Investments”). Transactions with Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor "CF&Co" On June 18, 2018 and September 26, 2018, Newmark entered into transactions related to the monetization of the Nasdaq shares that Newmark expects to receive in 2019 through 2022 (see Note 1 — “Organization and Basis of Presentation”). Newmark paid $4.0 million in fees for services provided by CF&Co related to these monetization transactions. These fees were recorded as a deduction from the carrying amount of the EPUs. On November 6, 2018, Newmark issued an aggregate of $550.0 million principal amount of 6.125% Senior Notes due 2023. In connection with this issuance of the 6.125% Senior Notes, Newmark paid $0.8 million in underwriting fees to CF&Co. (d) Other Related Party Transactions On November 30, 2018, Newmark entered into an unsecured credit agreement with Cantor (the “Cantor Credit Agreement”). The Cantor Credit Agreement provides for each party to issue loans to the other party at the lender’s discretion. Pursuant to the Cantor Credit Agreement, the parties and their respective subsidiaries (with respect to Cantor, other than BGC and its subsidiaries) may borrow up to an aggregate principal amount of $250 million from each other from time to time at an interest rate which is the higher of Cantor’s or Newmark’s short-term borrowing rate then in effect, plus 1%. No amounts were outstanding as of December 31, 2021 and 2020. As of December 31, 2021, Newmark recognized a $8.3 million receivable from BGC, which is included as part of "Receivables from related parties, in the Company's consolidated balance sheet. The receivable was a result of tax refunds due to Newmark on it's share of taxable income which were included as part of BGC's consolidated tax return in the periods prior to the spin-off. There were no receivables from related parties at December 31, 2020. Payables to related parties were $10.8 million and $4.4 million as of December 31, 2021 and 2020, respectively. For a detailed discussion about Newmark’s Payables to related parties, see Note 1 — “Organization and Basis of Presentation”, Note 2 — “Limited Partnership Interests in Newmark and BGC Holdings” and Note 22 — “Long-Term Debt” in Newmark’s consolidated financial statements, included in Part II, Item 8 of Newmark’s Annual Report on Form 10-K for the year ended December 31, 2020. On May 15 2020, BGC U.S. OpCo ("BGC") entered into an arrangement to sublease excess space from RKF Retail Holdings LLC, a subsidiary of Newmark, which was approved by the Newmark Audit Committee. The deal was a one-year sublease of approximately 21,000 rentable square feet in New York City. Under the terms of the sublease, BGC U.S. OpCo paid a fixed rent amount of $1.1 million in addition to all operating and tax expenses attributable to the lease. In May 2021, the sublease was amended to provide for a rate of $15 thousand per month based on the size of utilized space, in addition to terms extending on a month-to-month basis. In connection with the sublease, Newmark received $0.5 million and $0.8 million for both years ended December 31, 2021 and 2020, respectively. As part of the Knotel acquisition, Newmark assigned the rights to acquire certain Knotel assets to a subsidiary of Cantor, on the terms that if the subsidiary monetized the sale of these assets, Newmark would receive 10% of the proceeds of the sale after the subsidiary recoups its investment in the assets. On June 28, 2021, the Audit Committee authorized Newmark to hire a son of its Chairman as a full-time employee of its Knotel business with an annual base salary of $125,000 and an annual discretionary bonus of up to 30%. 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. 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 0.9444 as of December 31, 2021. 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 March 31, 2021, Cantor purchased from Newmark Holdings an aggregate of (i) 273,088 exchangeable limited partnership interests for aggregate consideration of $1,105,598 as a result of the redemption of 273,088 founding partner interests, and (ii) 735,625 exchangeable limited partnership interests for aggregate consideration of $2,918,919 as a result of the exchange of 735,625 founding partner interests. Following such purchases, as of December 31, 2021 there were zero founding partner interests in Newmark Holdings remaining in which the partnership had the right to redeem or exchange and with respect to which Cantor will have the right to purchase an equivalent number of Cantor units following such redemption or exchange. On October 28, 2021, Cantor purchased from Newmark Holdings an aggregate of (i) 299,910 exchangeable limited partnership interests for aggregate consideration of $975,064 as a result of the redemption of 299,910 founding partner interests, and (ii) 523,284 exchangeable limited partnership interests for aggregate consideration of $1,898,363 as a result of the exchange of 523,284 founding partner interests. As of December 31, 2021, there were no founding partner interests in Newmark Holdings remaining in which the partnership had the right to redeem or exchange and with respect to which Cantor will have the right to purchase an equivalent number of Cantor units following such redemption or exchange. Special Purpose Acquisition Company As previously reported, in April 2021, Newmark OpCo and Cantor entered into various arrangements pursuant to which they agreed to co-sponsor a special purpose acquisition company, named Newmark Acquisition Corp. (the “SPAC”), in which certain of the Company's executive officers are executive officers and are expected to be directors. Pursuant to a purchase agreement, Newmark OpCo purchased from Cantor a 75% equity i |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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 the Unincorporated Business Tax (“UBT”) in New York City. Therefore, the tax liability or benefit related to the partnership income or loss except for UBT, rests with the partners (see Note 2 — “Limited Partnership Interests”, for discussion of partnership interests), rather than the partnership entity. Income taxes are accounted for using the asset and liability method, as prescribed in U.S. GAAP guidance for Income Taxes. The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: U.S. federal $ 93,368 $ 24,880 $ 63,359 U.S. state and local 28,392 6,038 15,130 Foreign 258 2,811 464 UBT 2,291 2,845 1,335 Total 124,309 36,574 80,288 Deferred: U.S. federal 81,645 3,249 (25,103) U.S. state and local 34,675 (1,912) (4,025) Foreign (38) (120) (15) UBT 2,367 (798) 1,291 Total 118,649 419 (27,852) Provision for income taxes $ 242,958 $ 36,993 $ 52,436 Newmark had pre-tax income of $1,221.1 million, $146.3 million and $214.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Newmark had pre-tax income from foreign operations of $4.8 million, pre-tax loss of $4.5 million and pre-tax loss of $6.4 million for the years ended December 31, 2021, 2020 and 2019, 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): Year Ended December 31, 2021 2020 2019 Tax expense at federal statutory rate $ 256,430 $ 30,717 $ 44,971 Non-controlling interest (57,269) (10,378) (15,097) Incremental impact of foreign taxes compared to the federal rate (557) 212 (145) Other permanent differences 850 5,272 9,915 U.S. state and local taxes, net of U.S. federal benefit 58,866 5,984 12,271 New York City UBT 4,658 2,046 2,627 Section 162(m) compensation deduction limitation 9,227 — — Revaluation of deferred taxes related to ownership changes (26,159) (1,851) (2,070) Other rate change 5,249 (2,896) 4,527 Section 453A interest — 1,419 1,640 Valuation allowance 5,920 2,137 2,902 Prior year true ups (6,408) 4,628 (7,981) Other (7,849) (297) (1,124) Provision for income tax $ 242,958 $ 36,993 $ 52,436 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): December 31, 2021 2020 Deferred tax asset Basis difference of investments $ 36,602 $ 65,954 Deferred compensation 99,414 167,251 Other deferred and accrued expenses 11,182 4,874 Net Operating loss and credit carry-forwards 8,574 3,740 Total deferred tax asset 155,772 241,819 Valuation Allowance (9,562) (3,618) Deferred tax asset, net of allowance 146,210 238,201 Deferred tax liability Depreciation and amortization 76,019 50,675 Other — — Deferred tax liability (1) 76,019 50,675 Net deferred tax asset $ 70,191 $ 187,526 (1) Before netting within tax jurisdictions. Newmark has net operating losses in non-U.S. jurisdictions of an approximate tax effected value of $8.6 million, which has an indefinite life. Management assesses the available positive and negative evidence to determine whether existing deferred tax assets will be realized. Accordingly, a valuation allowance of $9.6 million has been recorded against the deferred tax asset primarily related to certain net operating losses in non-U.S. jurisdictions as it is more likely than not to not 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 has finalized its accounting policy and elected to treat taxes associated with the GILTI provision using the Period Cost Method and thus has not recorded deferred taxes for basis differences under this regime as of December 31, 2021. Accordingly, the Company recorded a tax expense of $1.8 million, net of foreign tax credits, for the impact of the GILTI provision on its foreign subsidiaries. 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, 2021, 2020 and 2019 is as follows (in thousands): Balance, January 1, 2019 $ 208 Increases for prior year tax positions — Decreases for prior year tax positions — Increases for current year tax positions — Decreases related to settlements with taxing authorities — Decreases related to a lapse of applicable statute of limitations — Balance, December 31, 2020 208 Increases for prior year tax positions — Decreases for prior year tax positions — Increases for current year tax positions — Decreases related to settlements with taxing authorities — Decreases related to a lapse of applicable statute of limitations (208) Balance, December 31, 2021 $ — As of December 31, 2021, Newmark did not have any unrecognized tax benefits which, if recognized, would affect the effective tax rate. As of December 31, 2020, Newmark's unrecognized tax benefits, excluding related interest and penalties, were $0.2 million, all of 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, 2021, Newmark has not accrued any tax-related interest and penalties. |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Liabilities | Accounts Payable, Accrued Expenses and Other Liabilities The accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2021 2020 Accounts payable and accrued expenses $ 223,158 $ 97,304 Outside broker payable 73,397 53,504 Payroll taxes payable 80,249 60,696 Corporate taxes payable 56,265 25,666 Derivative liability 5,016 17,948 Right-of-use liabilities 81,958 29,468 Credit enhancement deposit — 25,000 Contingent consideration 8,703 16,962 Total $ 528,746 $ 326,548 Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation $ 96,839 $ 331,288 Payroll and other taxes payable 70,677 61,564 Financial guarantee liability 25,989 29,581 Deferred rent 9,872 — Contingent consideration 3,635 14,519 Total $ 207,012 $ 436,952 |
Compensation
Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Compensation | CompensationNewmark’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 limited partnership units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings”). On December 13, 2017, as part of the Separation, the Newmark Group, Inc. Long Term Incentive Plan (the “Newmark Equity Plan”) was approved by Newmark’s then sole stockholder, BGC, for Newmark to issue up to 400.0 million shares of Newmark Class A common stock, of which 65.0 million are registered, that may be delivered or cash-settled pursuant to awards granted during the life of the Newmark Equity Plan. As of December 31, 2021, awards with respect to 67.0 million shares have been granted and 333.0 million shares are available for future awards. Upon vesting of RSUs, issuance of restricted stock and exchange or redemption of limited partnership units, Newmark generally issues new shares of its Class A common stock. Prior to the Separation, BGC’s Compensation Committee granted various equity-based awards to employees of Newmark, including RSUs, restricted stock, limited partnership units and exchange rights for shares of BGC Class A common stock upon exchange of BGC Holdings limited partnership units (see Note 2 — “Limited Partnership interests in Newmark Holdings and BGC Holdings”). As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings. Each holder of BGC Holdings limited partnership interests at that time held a BGC Holdings limited partnership interest and 0.4545 of a corresponding Newmark Holdings limited partnership interest. The exchange ratio is the number of shares of Newmark common stock that a holder will receive upon exchange of one Newmark Holdings exchangeable unit (the exchange ratio was initially one, but is subject to adjustment as set forth in the Separation and Distribution Agreement and was 0.9444 as of December 31, 2021). Newmark incurred compensation expense related to Class A common stock, limited partnership units and RSUs held by Newmark employees as follows (in thousands): Year Ended December 31, 2021 2020 2019 Issuance of common stock and exchangeability expenses $ 312,718 $ 69,041 $ 181,714 Allocations of net income to limited partnership units and FPUs (1) 55,183 30,461 50,410 Limited partnership units amortization (28,351) 18,692 21,508 RSU amortization 16,795 12,565 5,204 Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 356,345 $ 130,759 $ 258,836 (1) Certain limited partnership units receive quarterly allocations of net income and are generally contingent upon services being provided by the unit holders, including the Preferred Distribution. (a) Limited Partnership Units A summary of the activity associated with limited partnership units held by Newmark employees is as follows: Newmark Units BGC Units Balance, January 1, 2020 60,800,852 (1) 56,053,701 Issued 12,569,298 1,071,612 Redeemed/exchanged units (6,660,984) (2,657,901) Forfeited units/other (82,981) (45,410) Balance, December 31, 2020 66,626,185 54,422,002 Issued 10,143,799 159,057 Redeemed/exchanged units (58,099,726) (45,024,619) Forfeited units/other (250,645) (892,510) December 31, 2021 18,419,613 8,663,930 Total exchangeable units outstanding (2) : December 31, 2020 9,906,763 24,863,107 December 31, 2021 2,468,443 3,456,479 (1) Includes the pre-IPO Newmark employees share-equivalent limited partnership units in BGC Holdings. (2) The Limited Partnership table above also includes partnership units issued for consideration for acquisitions. As of December 31, 2021, there were 4.2 million partnership units in Newmark Holdings outstanding, of which 1.3 million units were exchangeable, and 6.8 million partnership units in BGC Holdings outstanding, of which 3.1 million were exchangeable. As of December 31, 2020, there were 5.3 million partnership units in Newmark Holdings outstanding, of which 2.0 million units were exchangeable, and 9.1 million partnership units in BGC Holdings outstanding, of which 4.5 million were exchangeable. The Limited Partnership Units table above includes both regular and Preferred Units. The Preferred Units are not entitled to participate in partnership distributions other than with respect to the Preferred Distribution (see Note 2 — “Limited Partnership Interests in BGC Holdings and Newmark Holdings” for further information on Preferred Units). Subsequent to the Spin-Off, there are remaining partners who hold limited partnership interests in Newmark Holdings who are BGC employees, and there are remaining partners who hold limited partnership interests in BGC Holdings who are Newmark employees. These limited partnership interests represent interests that were held prior to the Newmark IPO or were distributed in connection with the Separation. Following the Newmark IPO, employees of Newmark and BGC received limited partnership interests in Newmark Holdings and BGC Holdings, respectively. As a result of the Spin-Off, as the existing limited partnership interests in Newmark Holdings held by BGC employees and the existing limited partnership interests in BGC Holdings held by Newmark employees are exchanged/redeemed, the related capital can be contributed to and from Cantor, respectively. The compensation expenses under GAAP related to the limited partnership interests are based on the company where the partner is employed. Therefore, compensation expenses related to the limited partnership interests of both Newmark and BGC but held by a Newmark employee are recognized by Newmark. However, the Newmark Holdings limited partnership interests held by BGC employees are included in the Newmark share count and the BGC Holdings limited partnership interests held by Newmark employees are included in the BGC share count. A summary of the BGC Holdings and Newmark Holdings limited partnership units held by Newmark employees is as follows: Newmark BGC Regular units 18,039,445 8,585,061 Preferred Units 380,168 78,869 Balance, December 31, 2021 18,419,613 8,663,930 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: Year Ended December 31, 2021 2020 2019 BGC Units 13,803,080 315,685 620,903 Newmark Units 36,378,049 4,661,669 2,310,384 Total 50,181,129 4,977,354 2,931,287 Compensation expense related to the issuance of Newmark or BGC Class A common stock and grants of exchangeability on Newmark Holdings and BGC Holdings limited partnership units to Newmark employees is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Issuance of common stock and exchangeability expenses $ 317,281 $ 36,458 $ 35,499 Limited partnership units with a post-termination payout held by Newmark employees are as follows (dollars in thousands): December 31, 2021 2020 Notional Value (1) $ 116,717 $ 257,771 Estimated fair value of the post-termination payout (2) $ 38,516 $ 68,682 Outstanding limited partnership units in BGC Holdings 105,302 4,873,040 Outstanding limited partnership units in BGC Holdings - unvested — 873,822 Outstanding limited partnership units in Newmark Holdings 11,691,406 20,184,716 Outstanding limited partnership units in Newmark Holdings - unvested 5,980,996 9,778,078 (1) Beginning January 1, 2018, Newmark began granting stand-alone limited partnership units in Newmark Holdings to Newmark employees. (2) Included in “Other long-term liabilities” on the accompanying consolidated balance sheets. Liability balance also includes $6.8 million of post-termination units issued as consideration for acquisition. Compensation expense related to limited partnership units held by Newmark employees with a post-termination pay-out amount is recognized over the stated service period. These units generally vest between three Year Ended December 31, 2021 2020 2019 Limited partnership units amortization $ (28,351) $ 18,692 $ 21,508 During the year ended December 31, 2021, Newmark did not grant any conversion rights to Newmark employees on outstanding limited partnership units in BGC Holdings or Newmark Holdings. During the year ended December 31, 2020, Newmark granted conversion rights to Newmark employees on 0.5 million outstanding limited partnership units in BGC Holdings or Newmark Holdings. Granting conversion rights gives the employee the option to convert the limited units to HDUs with a capital balance within BGC Holdings or Newmark Holdings. Generally, HDUs are not considered share-equivalent limited partnership units and are not in the fully diluted share count. The grant of conversion rights to Newmark employees are as follows (in thousands): December 31, 2021 2020 Notional Value $ 12,836 $ 218,520 Estimated fair value of limited partnership units (1) $ 12,558 $ 208,029 (1) Included in “Other long-term liabilities” on the accompanying consolidated balance sheets. Compensation expense related to these limited partnership units held by Newmark employees was as follows (in thousands:): Year Ended December 31, 2021 2020 2019 Issuance of common stock and exchangeability expenses $ (4,563) $ 32,583 $ 146,215 During the year ended December 31, 2021, Newmark employees were granted 3.7 million N Units, that are excluded from the table above, since these units are not considered share-equivalent limited partnership units and are not included in the fully diluted share count. The N Units do not receive quarterly allocations of net income and remain unvested. Upon vesting, which occurs if the certain thresholds are met, the N Units are converted to equivalent limited partnership units that receive quarterly certain income distributions and can be granted exchange rights or redeemed at a later date, at which time these N Units would be reflected as a share-equivalent grant in the tables above. During the year ended December 31, 2021, 7.6 million N Units vested and were converted into distribution earning limited partnership units and were therefore included in the fully diluted share count. (b) Restricted Stock Units A summary of the activity associated with Newmark and BGC RSUs held by Newmark employees is as follows (fair value amount in thousands): Newmark RSUs (1) BGC RSUs (2) Restricted Weighted- Fair Weighted- Restricted Weighted- Fair Weighted- Balance, January 1, 2020 4,683,571 $ 7.55 $ 35,361 5.69 46,807 $ 9.97 $ 467 0.25 Granted 7,337,460 7.96 58,415 7,912 3.69 29 Settled units (delivered shares) (1,151,507) 8.29 (9,549) (45,544) 9.95 (453) Forfeited units (222,727) 7.78 (1,733) (1,162) 10.64 (12) Balance, December 31, 2020 10,646,797 $ 7.75 $ 82,494 5.69 8,013 $ 3.80 $ 31 2.17 Granted 2,913,572 9.71 28,290 — — — Settled units (delivered shares) (2,196,903) 7.64 (16,792) (2,638) 3.69 (10) Forfeited units (642,009) 7.74 (4,967) — — — Balance, December 31, 2021 10,721,457 8.30 $ 89,025 4.96 5,375 3.85 $ 21 1.16 (1) Beginning January 1, 2018, Newmark began granting stand-alone Newmark RSUs to Newmark employees with the awards vesting ratably over a two (2) RSUs granted to these individuals generally vest over a two The fair value of Newmark and BGC RSUs held by Newmark employees is determined on the date of grant based on the market value (adjusted if appropriate based upon the award’s eligibility to receive dividends), and is recognized, net of the effect of estimated forfeitures, ratably over the vesting period. Newmark uses historical data, including historical forfeitures and turnover rates, to estimate expected forfeiture rates for RSUs. Each RSU is settled for one share of BGC or Newmark Class A common stock, as applicable, upon completion of the vesting period. Compensation expense related to Newmark and BGC RSUs are as follows (in thousands): Year Ended December 31, 2021 2020 2019 RSU amortization $ 16,795 $ 12,565 $ 5,204 As of December 31, 2021, there was $86.6 million total unrecognized compensation expense related to unvested Newmark RSUs. See Note 27 — "Related Party Transactions" for compensation related matters for the transfer of CCRE employees to Newmark. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies (a) Contractual Obligations and Commitments The following table summarizes certain of Newmark's contractual obligations at December 31, 2021 (in thousands): Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Operating leases (1) $ 805,168 $ 113,822 $ 218,878 $ 197,704 $ 274,764 Warehouse facilities (2) 1,050,693 1,050,693 — — — Long-term debt (3) 550,000 — 550,000 — — Interest on long-term debt (4) 65,428 34,949 30,479 — — Interest on warehouse facilities (5) 1,051 1,051 — — — Total $ 2,472,340 $ 1,200,515 $ 799,357 $ 197,704 $ 274,764 (1) Operating lease are related to rental payments under various non-cancelable leases principally for office space. (2) Warehouse facilities are collateralized by $1,050.7 million of loans held for sale, at fair value (See Note 21 - “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises” to our accompanying Consolidated Financial Statements 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. (3) Long-term debt reflects long-term borrowings of $550.0 million 6.125% Senior Notes. The carrying amount of these notes was approximately $545.2 million. Long-term debt also includes borrowings under the Credit Facility, which is assumed to be outstanding until the maturity date of the Credit Facility. The carrying amount of the borrowing under the Credit Facility is $0.0 million. (See Note 22 - “Long-Term Debt” to our accompanying Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.) (4) Reflects interest on the $550.0 million 6.125% Senior Notes until their maturity date of November 15, 2023. (5) Interest on the warehouse facilities collateralized by U.S. Government Sponsored Enterprises was projected by using the 1-month LIBOR or SOFR rate plus their respective additional basis points, primarily 130 basis points above LIBOR and 115 basis points above SOFR, applied to their respective outstanding balances as of December 31, 2021, through their respective maturity dates. Their respective maturity dates range from June 2022 to October 2022, while one line has an open maturity date. The notional amount of these committed and uncommitted warehouse facilities was $2.2 billion at December 31, 2021. One of the warehouse lines established a $125.0 million sublimit line of credit to fund potential principal and interest servicing advances on the Company's Fannie Mae portfolio during the forbearance period related to the CARES Act. Advances will have an interest rate of 1-month LIBOR plus 180 bps. There were no outstanding draws on this sublimit at December 31, 2021. Another warehouse line was temporarily increased by $300.0 million to $900.0 million for the period December 1, 2020 to February 1 2021. As of December 31, 2021 and December 31, 2020, Newmark was committed to fund approximately $0.3 billion and $0.4 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 2021 with contingent cash consideration of $12.0 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 10, 2022, Newmark declared a qualified quarterly dividend of $0.01 per share payable on March 15, 2022 to Class A and Class B common stockholders of record as of March 1, 2022. The ex-dividend date will be February 28, 2022. On February 10, 2022, Newmark's Board increased Newmark's share repurchase authorization to $400 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”). For the year ended December 31, 2019, Newmark changed the line item formerly known as “Allocations of net income and grant of exchangeability to limited partnership units and FPUs and issuance of common stock” to “Equity-based compensation and allocations of net income to limited partnership units and FPUs” on the accompanying consolidated statements of operations and statements of cash flow. The change resulted in the reclassification of amortization charges related to equity-based awards, such as REUs and Restricted Stock Units (“RSUs”), from “Compensation and employee benefits” to “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” reflect the following items related to cash and equity-based compensation: • Charges with respect to the grant of shares of common stock or limited partnership units, such as HDUs, including in connection with the redemption of non-exchangeable limited partnership units, including PSUs; • Charges with respect to grants of exchangeability, such as the right of holders of limited partnership units with no capital accounts, such as PSUs, to exchange the units into shares of common stock, or HDUs, as well as the cash paid in the settlement of the related exchangeable preferred units to pay withholding taxes owed by the unit holder upon such exchange; • Preferred units are granted in connection with the grant of certain limited partnership units, such as PSUs, that may be granted exchangeability to cover the withholding taxes owed by the unit holder, rather than issuing the gross amount of shares to employees, subject to cashless withholding of shares to pay applicable withholding taxes; • Charges related to the amortization of RSUs and REUs; and • Allocations of net income to limited partnership units and founding/working partner units (“FPUs”), including the Preferred Distribution (as hereinafter defined). Intercompany balances and transactions within Newmark have been eliminated. Transactions between Cantor Fitzgerald, L.P. ("Cantor") and Newmark pursuant to service agreements with Cantor (see Note 27 — “Related Party Transactions”), representing valid receivables and liabilities of Newmark which are periodically cash settled, have been included on the accompanying 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 between Cantor which reflects the utilization of service provided or benefits received by Newmark during the periods presented on a consistent basis, such as headcount, square footage, revenue, etc. Management believes the assumptions underlying the stand-alone financial statements, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by Newmark during the periods presented. However, these shared expenses may not represent the amounts that would have been incurred had Newmark operated independently from Cantor. Actual costs that would have been incurred if Newmark had performed the services itself would depend on multiple factors, including organizational structure and strategic decisions in various areas, including information technology and infrastructure (see Note 27 — “Related Party Transactions” for an additional discussion of expense allocations). Transfers of cash, both to and from Cantor, as well as amounts due to Newmark from BGC are included in “Receivables from related parties or Payables to related parties” on the accompanying 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. federal and state tax returns or separate non-U.S. jurisdictions tax returns. As Newmark operations in many jurisdictions were unincorporated commercial units of BGC and its subsidiaries, stand-alone tax returns have not been filed for the operations in these jurisdictions. |
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, Leases (Topic 842) . This standard requires lessees to recognize a Right-of-use (“ROU”) asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures. Accounting guidance for lessors is mostly unchanged. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments, among other issues. In addition, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842) , Targeted Improvements , which provided an additional (and optional) transition method to adopt the new leases standard. Under the new transition method, a reporting entity would initially apply the new lease requirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; continue to report comparative periods presented in the financial statements in the period of adoption in accordance with legacy U.S. GAAP (i.e., ASC 840, Leases ); and provide the required disclosures under ASC 840 for all periods presented under legacy U.S. GAAP. Further, ASU No. 2018-11 contains a practical expedient that allows lessors to avoid separating lease and associated non-lease components within a contract if certain criteria are met. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors , to clarify guidance for lessors on sales taxes and other similar taxes collected from lessees, certain lessor costs and recognition of variable payments for contracts with lease and non-lease components. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842), Codification Improvements , to clarify certain application and transitional disclosure aspects of the new leases standard. The amendments address determination of the fair value of the underlying asset by lessors that are not manufacturers or dealers and clarify interim period transition disclosure requirements, among other issues. The guidance in ASUs No. 2016-02, 2018-10, 2018-11 and 2018-20 was effective beginning January 1, 2019, with early adoption permitted; whereas the guidance in ASU No. 2019-01 is effective beginning January 1, 2020, with early adoption permitted. Newmark adopted the above mentioned standards on January 1, 2019 using the effective date as the date of initial application. Therefore, pursuant to this transition method, financial information was not updated, and the disclosures required under the new leases standards were not provided for dates and periods before January 1, 2019. The guidance provides a number of optional practical expedients to be utilized by lessees upon transition. Accordingly, Newmark elected the “package of practical expedients,” which permitted Newmark not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Newmark did not elect the use-of-hindsight or the practical expedient pertaining to land easements, with the latter not being applicable to Newmark. The new standard also provides practical expedients for an entity’s ongoing accounting as a lessee. Newmark elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, Newmark will not recognize ROU assets and lease liabilities, and this includes not recognizing ROU assets and lease liabilities for existing short-term leases of those assets upon transition. Newmark also elected the practical expedient to not separate lease and non-lease components for all leases other than leases of real estate. The primary non-lease component that is combined with a lease component represents operating expenses such as utilities, maintenance or management fees. As a result, upon adoption, acting primarily as a lessee, Newmark recognized a $178.8 million ROU asset, net of tenant improvements, and a $226.7 million lease liability on the accompanying consolidated balance sheets for its real estate operating leases. The adoption of the guidance did not have a material impact on the accompanying consolidated statements of operations, consolidated statements of changes in equity and consolidated statements of cash flows. See Note 18 — “Leases” for additional information on Newmark’s leasing arrangements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments, which requires financial assets that are measured at amortized cost to be presented, net of an allowance for credit losses, at the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets, as well as changes to credit losses during the period, are recognized in earnings. For certain purchased financial assets with deterioration in credit quality since origination (“PCD assets”), the initial allowance for expected credit losses will be recorded as an increase to the purchase price. Expected credit losses, including losses on off-balance-sheet exposures, such as lending commitments, will be measured based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , to clarify that operating lease receivables accounted for under ASC 842, Leases , are not in the scope of the new credit losses guidance, and, instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases . In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments . The ASU makes changes to the guidance introduced or amended by ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments . See below for the description of the amendments stipulated in ASU No. 2019-04. In addition, in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief . The amendments in this ASU allow entities, upon adoption of ASU No. 2016-13, to irrevocably elect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, Financial Instruments: Overall . In November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses . The amendments in this ASU require entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowance for credit losses for PCD assets; provide transition relief related to troubled debt restructurings; allow entities to exclude accrued interest amounts from certain required disclosures; and clarify the requirements for applying the collateral maintenance practical expedient. The amendments in ASUs No. 2018-19, 2019-04, 2019-05 and 2019-11 are required to be adopted concurrently with the guidance in ASU No. 2016-13. Newmark adopted the standards on their required effective date beginning January 1, 2020. The primary effect of adoption, on a pre-tax basis, resulted in a decrease in assets of $8.0 million, an increase in liabilities of $17.9 million and a decrease in retained earnings of $25.9 million, respectively. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Newmark adopted the standard on its required effective date beginning January 1, 2020, and the guidance was applied on a prospective basis starting with the goodwill impairment test during the year ended December 31, 2020. The adoption of the new guidance did not have a material impact on the accompanying consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The guidance intends to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. In October 2018, the FASB issued ASU No. 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes . Based on concerns about the sustainability of LIBOR, in 2017, a committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York identified a broad Treasury repurchase agreement (repo) financing rate referred to as the SOFR as its preferred alternative reference rate. The guidance in ASU No. 2018-16 adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. The amendments in this ASU were required to be adopted concurrently with the guidance in ASU No. 2017-12. The guidance became effective beginning January 1, 2019 and was required to be applied on a prospective and modified retrospective basis. As Newmark currently does not designate any derivative contracts as hedges for accounting purposes, the adoption of this new guidance did not have a material impact on the accompanying consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance helps organizations address certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act by providing an option to reclassify these stranded tax effects to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The standard became effective for Newmark on January 1, 2019. The guidance was required to be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The adoption of the new guidance did not have a material impact on the accompanying consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The guidance largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The standard became effective for Newmark on January 1, 2019. The ASU was required to be applied on a prospective basis to all new awards granted after the date of adoption. In addition, any liability-classified awards that were not settled and equity-classified awards for which a measurement date had not been established by the adoption date were remeasured at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the year of adoption. Newmark adopted this standard on its effective date. The adoption of the new guidance did not have a material impact on the accompanying consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . The guidance is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The FASB concluded that these changes improve the overall usefulness of the footnote disclosures for financial statement users and reduce costs for preparers. Certain disclosures are required to be applied prospectively and other disclosures need to be adopted retrospectively in the period of adoption. As permitted by the transition guidance in the ASU, Newmark early adopted eliminated and modified disclosure requirements as of September 30, 2018. The early adoption of this standard did not have an impact on the accompanying consolidated financial statements. The additional disclosure requirements were adopted by Newmark beginning January 1, 2020, and the adoption of these fair value measurement disclosures did not have an impact on Newmark’s accompanying consolidated financial statements. See Note 26 — “Fair Value of Financial Assets and Liabilities” for additional information. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) . The guidance on the accounting for implementation, setup, and other upfront costs (collectively referred to as implementation costs) applies to entities that are a customer in a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the guidance in this ASU. The new standard became effective beginning January 1, 2020. The adoption of this guidance did not have a material impact on the accompanying consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities . The guidance was issued in response to stakeholders’ observations that Topic 810, Consolidation , could be improved in the areas of applying the variable interest entity guidance to private companies under common control and in considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The new standard became effective beginning January 1, 2020, with early adoption permitted, and must be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Newmark adopted the standard on its effective date beginning January 1, 2020. The adoption of this guidance did not have a material impact on the accompanying consolidated financial statements. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments . The ASU amends guidance introduced or amended by ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326)-Measurement of Credit Losses on Financial Instruments , ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , and ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments to ASU No. 2016-13 clarify the scope of the credit losses standard and address guidance related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other issues. With respect to amendments to ASU No. 2017-12, the guidance addresses partial-term fair value hedges, fair value hedge basis adjustments, and certain transition requirements, along with other issues. The clarifying guidance pertaining to ASU No. 2016-01 requires an entity to remeasure an equity security without a readily determinable fair value accounted for under the measurement alternative at fair value in accordance with guidance in ASC 820, Fair Value Measurement ; specifies that equity securities without a readily determinable fair value denominated in nonfunctional currency must be remeasured at historical exchange rates; and provides fair value measurement disclosure guidance. Newmark adopted this standard on the required effective date beginning January 1, 2020. The adoption of the hedge accounting and the recognition and measurement guidance amendments did not have a material impact on the accompanying consolidated financial statements. See above for the impact of adoption of the amendments related to the credit losses standard. In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections-Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates . The guidance clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with already effective SEC final rules, thereby eliminating redundancies and making the codification easier to apply. This ASU was effective upon issuance and did not have a material impact on the accompanying consolidated financial statements and related disclosures. In November 2019, the FASB issued ASU No. 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements-Share-Based Consideration Payable to a Customer . The ASU simplifies and increases comparability of accounting for nonemployee share-based payments, specifically those made to customers. Under the new guidance, such awards will be accounted for as a reduction of the transaction price in revenue, but should be measured and classified following the stock compensation guidance in ASC 718, Compensation-Stock Compensation . Newmark adopted standard on the required effective date beginning January 1, 2020. 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. 2020-03, Codification Improvements to Financial Instruments . This ASU makes narrow-scope amendments related to various aspects pertaining to financial instruments and related disclosures by clarifying or improving the Codification. For the most part, the guidance was effective upon issuance, and the adoption of the standard did not have a material impact on the accompanying consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s simplification initiative, and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. Newmark adopted the standard on the required effective date beginning January 1, 2021 and, with certain exceptions, it was applied prospectively. The adoption of this guidance did not have a material impact on the accompanying consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force). These amendments improve previous guidance by reducing diversity in practice and increasing comparability of the accounting for the interactions between these codification topics as they pertain to certain equity securities, investments under the equity method of accounting and forward contracts or purchased options to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option. Newmark adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis. The adoption of this guidance did not have a material impact on the accompanying consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. The standard amends the Codification by moving existing disclosure requirements to (or adding appropriate references in) the relevant disclosure sections. The ASU also clarifies various provisions of the Codification by amending and adding new headings, cross-referencing, and refining or correcting terminology. Newmark adopted the standard on the required effective date beginning January 1, 2021 and was applied using a modified retrospective method of transition. The adoption of this guidance did not have a material impact on the accompanying consolidated financial statements. (c) New Accounting Pronouncements 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 the London Interbank Offered Rate ("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. Management is evaluating and planning for adoption of the new guidance, including forming a cross-functional LIBOR transition team to determine Newmark’s transition plan and facilitate an orderly transition to alternative reference rates, and continuing its assessment on the accompanying consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard became effective for Newmark beginning January 1, 2022 and can be applied using either a modified retrospective or a fully retrospective method of transition. The adoption of this guidance is not expected to have a material 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 . The new standard will become effective for Newmark beginning January 1, 2023, can be applied prospectively for business combinations occurring on or after the effective date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the accompanying consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . The standard requires business entities to make annual disclosures about transactions with a government they account for by analogizing to a grant or contribution accounting model. The guidance is aimed at increasing transparency about government assistance transactions that are not in the scope of other U.S. GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions on an entity’s financial statements. The new standard will become effective for Newmark’s financial statements issued for annual reporting periods beginning on January 1, 2022, can be applied prospectively or retrospectively, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the accompanying consolidated financial statements. |
Use of Estimates | 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 | 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 |
Revenue Recognition | Revenue Recognition: The accounting policies described below were updated pursuant to the adoption of the U.S. GAAP standard on Revenue from Contracts with Customers and related amendments on January 1, 2018. These revenue recognition policy updates have been applied prospectively in the accompanying consolidated financial statements from January 1, 2018 onward. 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). Commission revenues 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. Gains from Mortgage Banking Activities/Originations, net: Gains from mortgage banking activities/originations, net are recognized when a derivative asset or liability is recorded upon the commitment to originate a loan with a borrower and sell the loan to an investor. The derivative is recorded at fair value and includes loan origination fees, sales premiums and the estimated fair value of the expected net servicing cash flows. Gains from mortgage banking activities/originations, net are recognized net of related fees and commissions to third-party brokers. 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. 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. |
Fees to Related Parties | 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: Other income, net comprises of gains or losses recorded in connection with changes in fair value of contingent consideration (See Note 26 — “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 (See Note 7 — “Marketable 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 8 — “Investments” and Note 19 — “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 (See Note 12 — “Credit Enhancement Receivable, Contingent Liability and Credit Enhancement Deposit”). |
Leases | Leases: Newmark enters into leasing arrangements in the ordinary course of business, as a lessee and has leases primarily relating to office space. The accounting policies described below were updated pursuant to the adoption of ASC 842, Leases and related amendments on January 1, 2019. These policy updates have been applied using the modified retrospective approach in the accompanying consolidated financial statements from January 1, 2019, onward. Financial information for the year ended December 31, 2018 was not revised and continues to be reported under the previous accounting guidance on leases in effect during that historical period. 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 18 — “Leases” for additional information). |
Current Expected Credit Losses ("CECL") and Financial Guarantee Liability | Current Expected Credit Losses ("CECL"): The accounting policy changes described below were updated pursuant to the adoption of ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments and related amendments on January 1, 2020. These policy updates have been applied using the modified retrospective approach in the accompanying consolidated financial statements from January 1, 2020 onward. Financial information for the historical comparable periods was not revised and continues to be reported under the accounting standards in effect during those historical periods. In accordance with the guidance in ASC Topic 326, Newmark presents its financial assets that are measured at amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets carried at amortized cost and credit exposures on off-balance sheet financial guarantees, as well as changes to expected lifetime credit losses during the period, are recognized in earnings. The CECL methodology represents a significant change from prior U.S. GAAP and replaced the prior multiple impairment methods, which generally required that a loss be incurred before it was recognized. Within the life cycle of a loan or other financial asset in scope, the CECL methodology generally results in the earlier recognition of the provision for credit losses and the related allowance for credit losses than under prior U.S. GAAP. The CECL methodology’s impact on expected credit losses, among other things, reflects Newmark’s view of the current state of the economy, forecasted macroeconomic conditions and Newmark’s portfolios. Financial guarantee liability: Newmark's adoption of ASC 326 impacted the expected credit loss reserving methodology for the financial guarantee liability provided to Fannie Mae under the Delegated Underwriting and Servicing (“DUS”) Program and Freddie Mac’s Targeted Affordable Housing Program “TAH”). The expected credit loss is modeled based on Newmark's historical loss |
Receivables, net | Receivables, net:Newmark has accrued commissions receivable from real estate brokerage transactions, management services and other receivables from contractual management assignments. Receivables are presented net of the CECL allowance as discussed above and are included in “Receivables, net” on the accompanying 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. As a result of the adoption of ASC 326. Loans, Forgivable Loans and Other Receivables from Employees and Partners, net: Newmark has entered into various agreements with certain of its employees and partners, whereby these individuals receive loans which may be either wholly or in part repaid from the distribution earnings that the individual receives on some or all of their limited partnership units or may be forgiven over a period of time. The forgivable portion of these loans is not included in Newmark’s estimate of expected credit losses when employees meet the conditions for forgiveness through their continued employment over the specified time period and is recognized as compensation expense over the life of the loan. The amounts due from terminated employees that Newmark does not expect to collect are included in the allowance for credit losses. As a result of the adoption of ASC 326, Newmark recorded a pre-tax reserve of $3.7 million through beginning stockholders' equity on January 1, 2020. As of December 31, 2021 and 2020, the balance of this reserve was $3.8 million and $3.7 million, respectively, and is included in “Loans, forgivable loans and other receivables from employees and partners, net” on the accompanying consolidated balance sheets. |
Segment | Segment:Newmark has a single operating segment. Newmark is a real estate services firm offering services to commercial real estate tenants, investors, owners, occupiers, developers, leasing and corporate advisory, investment sales and real estate finance, consulting, origination and servicing of commercial mortgage loans, valuation, project and development management and property and facility management. The chief operating decision-maker regardless of geographic location evaluates the operating results of Newmark as total real estate services and allocates resources accordingly. |
Fair Value | Fair Value: 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 | 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. |
Principles of Consolidation | Principles of Consolidation: 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 (“LHFS”) | Loans Held for Sale, at Fair Value (“LHFS”): 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. LHFS 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 | 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 (forward sale contracts). Newmark entered into variable postpaid forward contracts as a result of the Nasdaq Forwards. These contracts qualify as derivative financial instruments. |
Mortgage Servicing Rights, Net (“MSRs”) | Mortgage Servicing Rights, Net (“MSRs”): Newmark initially recognizes and measures the rights to service 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 Cantor Commercial Real Estate ("CCRE"), are initially recorded at fair value, and subsequently measured using the amortization method. Newmark receives up to a 3-basis point servicing fee and/or up to a 1-basis point surveillance fee on certain Freddie Mac loans after the loan is securitized in a Freddie Mac pool (Freddie Mac Strip). 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 mortgage servicing rights 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, 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. |
Long-Lived Assets | 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 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. Newmark 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. Newmark did not recognize any impairment for the years ended December 31, 2021, 2020 and 2019. |
Transfer of Financial Assets | 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 (“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: 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 LIBOR 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 | Income Taxes: 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 Unincorporated Business Tax (“UBT”) in New York City. Therefore, the tax liability or benefit related to the partnership income or loss except for UBT rests with the partners, 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 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 | 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: Limited partnership units in BGC Holdings 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 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 “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 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 Interest | 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 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Segment | Newmark recognized revenues as follows (in thousands): Year Ended December 31, 2021 2020 2019 Leasing and other commissions $ 826,942 $ 513,842 $ 854,780 Capital markets commissions 938,305 454,106 541,255 Gains from mortgage banking activities/origination, net 225,481 310,914 198,085 Management services, servicing fees and other 915,715 626,136 624,012 Revenues $ 2,906,443 $ 1,904,998 $ 2,218,132 |
Summary of Fixed Assets Estimated Useful Life | Fixed assets are depreciated over their estimated useful lives as follows: Leasehold improvements and other fixed assets shorter of the remaining term of lease or useful life Software, including software development costs 3-5 years straight-line Computer and communications equipment 3-5 years straight-line Fixed assets, net consisted of the following (in thousands): December 31, 2021 2020 Leasehold improvements, furniture and fixtures, and other fixed assets $ 184,704 $ 126,428 Software, including software development costs 32,851 30,928 Computer and communications equipment 27,382 26,168 Total, cost 244,937 183,524 Accumulated depreciation and amortization (109,181) (87,157) Total, net $ 135,756 $ 96,367 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Components of Purchase Consideration Transferred and Preliminary Allocation of Assets Acquired and Liabilities Assumed | For the year ended December 31, 2021, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisition. Newmark expects to finalize its analysis of the assets acquired and liabilities assumed within the first year of the acquisition, and therefore adjustments to assets and liabilities may occur (in thousands): As of the Purchase Price First and second lien debt $ 39,584 Debtor-in-possession financing 19,788 Assumed liability 6,574 Cash and stock issued at closing 44,492 Total $ 110,438 Allocations Cash $ 21,641 Goodwill 97,168 Other intangible assets, net 41,332 Receivables, net 7,478 Fixed Assets, net 40,605 Other assets 62,710 Right-of-use Assets 434,315 Right-of-use Liabilities (434,315) Accrued Compensation (2,076) Accounts payable, accrued expenses and other liabilities (103,300) Unrealized gain on investment (27,825) Initial investment (recorded at cost) (13,832) Non-controlling interest (13,463) Total $ 110,438 For the year ended December 31, 2020, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisition. Newmark expects to finalize its analysis of the assets acquired and liabilities assumed within the first year of the acquisition, and therefore adjustments to assets and liabilities may occur (in thousands): As of the Purchase Price Cash, stock and units issued at closing $ 6,249 Contingent consideration 3,590 Total $ 9,839 Allocations Goodwill $ 6,294 Other intangible assets, net 2,700 Receivables, net 796 Fixed Assets, net 134 Other assets 29 Accounts payable, accrued expenses and other liabilities (114) Total $ 9,839 |
Earnings Per Share and Weight_2
Earnings Per Share and Weighted-Average Shares Outstanding (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic Earnings Per Share | The following is the calculation of Newmark’s basic EPS (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Basic earnings per share: Net income available to common stockholders (1) $ 744,528 $ 70,281 $ 104,406 Basic weighted-average shares of common stock outstanding 190,179 179,106 177,774 Basic earnings per share $ 3.91 $ 0.39 $ 0.59 (1) Includes a reduction for dividends on preferred stock or EPUs in the amount of $6.2 million, $9.8 million and $12.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. (see Note 1 — “Organization and Basis of Presentation”). |
Schedule of Fully Diluted Earnings Per Share | The following is the calculation of Newmark’s fully diluted EPS (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Fully diluted earnings per share: Net income available to common stockholders $ 744,528 $ 70,281 $ 104,406 Allocations of net income to limited partnership interests in Newmark Holdings, net of tax — — 3,754 Net income for fully diluted shares $ 744,528 $ 70,281 $ 108,160 Weighted-average shares: Common stock outstanding 190,179 179,106 177,774 Cantor units — — — Partnership units (1) — — 5,583 RSUs (Treasury stock method) 4,310 355 1,290 Newmark exchange shares 1,324 229 369 Fully diluted weighted-average shares of common stock outstanding 195,813 179,690 185,016 Fully diluted earnings per share $ 3.80 $ 0.39 $ 0.58 (1) Partnership units collectively include FPUs, limited partnership units, and Cantor and BGC units (see Note 2 — “Limited Partnership Interests in Newmark Holdings and BGC Holdings” for more information). |
Stock Transactions and Unit R_2
Stock Transactions and Unit Redemptions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Changes in Common Stock Outstanding | Changes in shares of Newmark’s Class A common stock outstanding were as follows: Year Ended December 31, 2021 2020 2019 Shares outstanding at beginning of period 161,175,894 156,265,461 156,916,336 Share issuances: LPU redemption/exchange (1) 6,591,462 4,868,169 2,052,416 Issuance of Class A common stock for Newmark RSUs 1,851,786 972,490 1,536,530 Other (2) 18,890,659 — 278,181 Treasury stock repurchases (20,237,430) (930,226) (4,518,002) Shares outstanding at end of period 168,272,371 161,175,894 156,265,461 (1) Because they were included in the 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. (2) For information, refer to the section titled " 2021 Equity Event and Share Count Reduction" in Note 1 "Organization and Basis of Presentation" |
Schedule of Share Repurchase Activity | The following table details Newmark's unit redemptions and share repurchases for cash, under the new program, and does not include unit redemptions and/or cancellations in connection with the grant of shares of Newmark's Class A common stock. The gross unit redemptions and share repurchases of Newmark's Class A common stock during the year ended December 31, 2021 were as follows (in thousands except units, shares and per share amounts): Total Average Approximate Redemptions January 1, 2021 - March 31, 2021 — $ — April 1, 2021 - June 30, 2021 167,894 $ 11.91 July 1, 2021 - September 30, 2021 — $ — October 1, 2021 - December 31, 2021 — $ — Total Redemptions 167,894 $ 11.91 Repurchases January 1, 2021 - March 31, 2021 879,243 $ 10.58 April 1, 2021 - June 30, 2021 3,613,098 $ 12.81 July 1, 2021 - September 30, 2021 6,307,802 $ 13.34 October 1, 2021 - October 31, 2021 3,064,959 $ 14.71 November 1, 2021 - November 30, 2021 2,085,492 $ 16.20 December 1, 2021 - December 31, 2021 4,286,836 $ 16.77 Total Repurchases 20,237,430 $ 14.37 Total Redemptions and Repurchases 20,405,324 $ 14.35 $ 165,017 |
Schedule of Changes in Carrying Amount of Redeemable Partnership Interest | The changes in the carrying amount of FPUs follow (in thousands): December 31, 2021 December 31, 2020 Balance at beginning of period: $ 20,045 $ 21,517 Income allocation 4,532 1,740 Distributions of income (1,215) (1,740) Redemptions (2,169) (1,472) Issuance and other (246) — Balance at end of period $ 20,947 $ 20,045 |
Loans Held for Sale, at Fair _2
Loans Held for Sale, at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | |
Summary of Loans Held for Sale | Loans held for sale had a cost basis and fair value as follows (in thousands): December 31, 2021 2020 Cost Basis $ 1,051,220 $ 1,062,511 Fair Value 1,072,479 1,086,805 Year Ended December 31, 2021 2020 2019 Interest income on loans held for sale $ 20,287 $ 27,560 $ 34,239 Gains (loss) recognized on change in fair value on loans held for sale 21,259 24,294 5,174 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Contracts | The fair value of derivative contracts, computed in accordance with Newmark’s netting policy, is set forth below (in thousands): December 31, 2021 December 31, 2020 Derivative contract Assets Liabilities Notional Amounts (1) Assets Liabilities Notional Amounts (1) Rate lock commitments $ 3,957 $ 2,836 $ 174,787 $ 21,034 $ 2,977 $ 296,972 Nasdaq Forwards — — — 12,822 — 174,000 Forward sale contracts 4,544 2,180 1,226,007 7,632 14,971 1,359,482 Total $ 8,501 $ 5,016 $ 1,400,794 $ 41,488 $ 17,948 $ 1,830,454 |
Summary of Gain (Loss) on Change in Fair Value of Derivatives Included in Condensed Consolidated Statements of Operations | Gains and losses on derivative contracts, which are included on the accompanying consolidated statements of operations were as follows (in thousands): Location of gain (loss) recognized in income for derivatives Year Ended December 31, 2021 2020 2019 Derivatives not designed as hedging instruments: Nasdaq Forwards Other income (loss), net $ (12,475) $ (13,680) $ (51,117) Rate lock commitments Gains (loss) from mortgage banking activities/originations, net 2,162 20,125 21,916 Rate lock commitments Compensation and employee benefits (1,043) (2,068) (2,004) Forward sale contracts Gains (loss) from mortgage banking activities/originations, net 2,365 (7,339) 851 Total $ (8,991) $ (2,962) $ (30,354) |
Credit Enhancement Receivable_2
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit [Abstract] | |
Summary of Credit Enhancement Receivable | Newmark's servicing portfolio consisted of the following loss-sharing components (in thousands): December 31, 2021 2020 Total credit risk loan portfolio $ 25,764,721 $ 24,048,754 Maximum DB Cayman credit protection — 18,689 Maximum pre-credit enhancement loss exposure $ 7,785,850 $ 7,172,509 Maximum DB Cayman credit protection — 6,230 Maximum loss exposure without any form of credit protection $ 7,785,850 $ 7,166,279 |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues from Contracts with Customers and Our Other Sources of Revenues | The following table presents Newmark’s total revenues separately for its revenues from contracts with customers and other sources of revenues (in thousands): Year Ended December 31, 2021 2020 2019 Revenues from contracts with customers: Leasing and other commissions $ 826,942 $ 513,842 $ 854,780 Capital markets commissions 938,305 454,106 541,255 Management services 733,761 467,453 446,367 Total 2,499,008 1,435,401 1,842,402 Other sources of revenue (1) : Gains from mortgage banking activities/originations, net 225,481 310,914 198,085 Servicing fees and other 181,954 158,683 177,645 Total $ 2,906,443 $ 1,904,998 $ 2,218,132 (1) Although these items have customers under contract, they were recorded as other sources of revenue as they were excluded from the scope of ASU No. 2014-9. |
Schedule of Revenue Remaining Performance Obligation | Approximate future cash flows to be received over the next five years at December 31, 2021 are as follows (in thousands): 2022 $ 93,352 2023 53,580 2024 21,927 2025 7,305 2026 3,072 Thereafter 1,125 Total $ 180,361 |
Gains from Mortgage Banking A_2
Gains from Mortgage Banking Activities/Originations, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Mortgage Banking [Abstract] | |
Summary of Gains from Mortgage Banking Activities, Net | Gains from mortgage banking activities/originations, net consists of the following activity (in thousands): Year Ended December 31, 2021 2020 2019 Fair value of expected net future cash flows from servicing recognized at commitment, net $ 136,406 $ 194,814 $ 109,249 Loan originations related fees and sales premiums, net 89,075 116,100 88,836 Total $ 225,481 $ 310,914 $ 198,085 |
Mortgage Servicing Rights, Net
Mortgage Servicing Rights, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Transfers and Servicing [Abstract] | |
Summary of Changes in the Carrying Amount of Mortgage Servicing Rights | The changes in the carrying amount of MSRs were as follows (in thousands): Year Ended December 31, Mortgage Servicing Rights 2021 2020 2019 Beginning Balance $ 528,983 $ 432,666 $ 416,131 Additions 147,789 193,913 103,160 Purchases from an affiliate — 200 1,489 Amortization (113,284) (97,796) (88,114) Ending Balance $ 563,488 $ 528,983 $ 432,666 Valuation Allowance Beginning Balance $ (34,254) $ (19,022) $ (4,322) Decrease (increase) 21,068 (15,232) (14,700) Ending Balance $ (13,186) $ (34,254) $ (19,022) Net Balance $ 550,302 $ 494,729 $ 413,644 |
Schedule of Servicing Fees and Escrow Interest | Servicing fees are included in “Management services, servicing fees and other” on the accompanying consolidated statements of operations and were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Servicing fees $ 138,495 $ 116,005 $ 104,305 Escrow interest and placement fees 4,415 6,140 22,417 Ancillary fees 16,932 7,353 13,671 Total $ 159,842 $ 129,498 $ 140,393 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill were as follows (in thousands): Balance, January 1, 2020 $ 557,914 Acquisitions 6,294 Measurement period adjustments (3,876) Balance, December 31, 2020 560,332 Acquisitions 97,168 Measurement period adjustments (369) Balance, December 31, 2021 $ 657,131 |
Schedule of Components of Other Intangible Assets | Other intangible assets consisted of the following (in thousands, except weighted-average life): December 31, 2021 Gross Accumulated Net Weighted- Indefinite life: Trademark and trade names $ 11,350 $ — $ 11,350 N/A License agreements (GSE) 5,390 — 5,390 N/A Definite life: Trademark and trade names 12,765 (6,021) 6,744 3.7 Non-contractual customers 30,131 (12,815) 17,316 9.4 License agreements 4,981 (4,981) — 0.0 Non-compete agreements 6,558 (3,898) 2,660 3.5 Contractual customers 33,731 (3,822) 29,909 7.0 Other 4,552 (1,722) 2,830 5.3 Total $ 109,458 $ (33,259) $ 76,199 7.1 December 31, 2020 Gross Accumulated Net Weighted- Indefinite life: Trademark and trade names $ 11,350 $ — $ 11,350 N/A License agreements (GSE) 5,390 — 5,390 N/A Definite life: Trademark and trade names 5,704 (4,519) 1,185 0.1 Non-contractual customers 30,131 (9,729) 20,402 7.2 License agreements 4,981 (4,266) 715 0.0 Non-compete agreements 6,557 (2,920) 3,637 0.6 Contractual customers 3,052 (1,584) 1,468 0.4 Other 350 (208) 142 0.0 Total $ 67,515 $ (23,226) $ 44,289 5.5 |
Summary of Estimated Future Amortization Expense of Definite Life Intangible Assets | The estimated future amortization of definite life intangible assets as of December 31, 2021 was as follows (in thousands): 2022 $ 10,196 2023 9,836 2024 9,282 2025 7,929 2026 6,820 Thereafter 15,396 Total $ 59,459 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Components of Fixed Assets, Net | Fixed assets are depreciated over their estimated useful lives as follows: Leasehold improvements and other fixed assets shorter of the remaining term of lease or useful life Software, including software development costs 3-5 years straight-line Computer and communications equipment 3-5 years straight-line Fixed assets, net consisted of the following (in thousands): December 31, 2021 2020 Leasehold improvements, furniture and fixtures, and other fixed assets $ 184,704 $ 126,428 Software, including software development costs 32,851 30,928 Computer and communications equipment 27,382 26,168 Total, cost 244,937 183,524 Accumulated depreciation and amortization (109,181) (87,157) Total, net $ 135,756 $ 96,367 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Minimum Lease Payments | Minimum lease payments under these arrangements were as follows (in thousands): December 31, 2021 2020 2022 $ 113,822 $ 45,701 2023 112,840 42,072 2024 106,038 40,507 2025 101,211 37,866 2026 96,493 36,520 Thereafter 274,764 126,668 Total lease payments 805,168 329,334 Less: Interest 137,141 81,237 Present value of lease liability $ 668,027 $ 248,097 |
Other Current Assets and Othe_2
Other Current Assets and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
Summary of Other Current Assets | Other current assets consisted of the following (in thousands): December 31, 2021 2020 Derivative assets $ 8,501 $ 32,259 Prepaid expenses 36,422 18,900 Other taxes 17,383 9,204 Rent and other deposits 20,471 1,539 Other 560 1,888 Total $ 83,337 $ 63,790 |
Summary of Non Current Other Assets | Other assets consisted of the following (in thousands): December 31, 2021 2020 Deferred tax assets $ 70,191 $ 187,526 Equity method investment 88,308 88,315 Debt securities — 12,754 Non-marketable investments 20,017 9,927 Derivative assets — 9,229 Other 33,965 15,171 Total $ 212,481 $ 322,922 |
Warehouse Facilities Collater_2
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Brokers and Dealers [Abstract] | |
Schedule of Company Lines Available and Borrowings Outstanding | Newmark had the following lines available and borrowings outstanding (in thousands): Committed Uncommitted Balance at December 31, 2021 Balance at December 31, 2020 Stated Spread to One-Month LIBOR/SOFR (3) Rate Type Warehouse facility due October 7, 2022 (1)(2) $ 600,000 $ — $ 384,571 $ 358,247 130 bps - 140 bps Variable Warehouse facility due June 15, 2022 450,000 — 243,659 292,040 130 bps -140 bps Variable Warehouse facility due June 15, 2022 — 300,000 135,601 — 130 bps Variable Warehouse facility due September 25, 2022 400,000 — 193,091 146,380 130 bps - 140 bps Variable Fannie Mae repurchase agreement, open maturity (3) — 400,000 93,771 264,535 115 bps Variable Total $ 1,450,000 $ 700,000 $ 1,050,693 $ 1,061,202 (1) The warehouse line established a $125.0 million sublimit line of credit to fund potential principal and interest servicing advances on the Company's Fannie Mae portfolio during the forbearance period related to the CARES Act. Advances will have an interest rate of 1-month LIBOR plus 180 bps. There were no outstanding under this sublimit as of December 31, 2021. (2) The warehouse line was temporarily increased by $300 million to $900 million for the period December 1, 2020 to February 1, 2021. (3) The spread for the Fannie Mae repurchase agreement is to SOFR. The warehouse facilities are to LIBOR. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Long-Term Debt Payable to Related Parties | Long-term debt consisted of the following (in thousands): December 31, 2021 2020 6.125% Senior Notes $ 545,239 $ 542,772 Credit Facility — 137,613 Total $ 545,239 $ 680,385 The carrying amount of the 6.125% Senior Notes was determined as follows (in thousands): December 31, 2021 2020 Principal balance $ 550,000 $ 550,000 Less: debt issue cost 2,404 3,688 Less: debt discount 2,357 3,540 Total $ 545,239 $ 542,772 debt discount of the 6.125% Senior Notes, included in “Interest (expense) income, net” on the accompanying consolidated statements of operations, were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Interest expense $ 33,687 $ 33,687 $ 34,730 Debt issue cost amortization 1,284 1,284 1,282 Debt discount amortization 1,183 1,183 565 Total $ 36,154 $ 36,154 $ 36,577 Details of the Credit Facility are as follows (in thousands): December 31, 2021 2020 Principal balance $ — $ 140,000 Less: Debt issue cost — 2,387 Total $ — $ 137,613 Year Ended December 31, 2021 2020 2019 Interest expense $ 1,623 $ 6,618 $ 1,865 Debt issue cost amortization 826 1,101 565 Unused facility fee 972 354 627 Total $ 3,421 $ 8,073 $ 3,057 |
Financial Guarantee Liability (
Financial Guarantee Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Guarantees [Abstract] | |
Summary of Provisions for Risk Sharing | 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, 2020 $ 15 Impact of adopting ASC 326 17,935 Provision for expected credit losses 11,631 Balance, December 31, 2020 29,581 Provision for expected credit losses (3,592) Balance, December 31, 2021 $ 25,989 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy of Financial Assets and Liabilities under U.S. GAAP Guidance | The following table sets forth by level within the fair value hierarchy financial assets and liabilities accounted for at fair value under U.S. GAAP guidance (in thousands): As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 524,569 $ — $ — $ 524,569 Loans held for sale, at fair value — 1,072,479 — 1,072,479 Rate lock commitments — — 3,957 3,957 Nasdaq Forwards — — — — Forward sale contracts — — 4,544 4,544 Total $ 524,569 $ 1,072,479 $ 8,501 $ 1,605,549 Liabilities: Contingent consideration — — 12,338 12,338 Rate lock commitments — — 2,836 2,836 Forward sale contracts — — 2,180 2,180 Total $ — $ — $ 17,354 $ 17,354 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities $ 33,283 $ — $ — $ 33,283 Loans held for sale, at fair value — 1,086,805 — 1,086,805 Debt securities — 12,754 — 12,754 Rate lock commitments — — 21,034 21,034 Nasdaq Forwards — — 12,822 12,822 Forward sale contracts — — 7,632 7,632 Total $ 33,283 $ 1,099,559 $ 41,488 $ 1,174,330 Liabilities: Contingent consideration $ — $ — $ 31,481 $ 31,481 Rate lock commitments — — 2,977 2,977 Forwards sale contracts — — 14,971 14,971 Total $ — $ — $ 49,429 $ 49,429 |
Schedule of Changes in Level 3 RBC Forwards, Rate Lock Commitments, Forwards and Contingent Consideration Measured at Fair Value on Recurring Basis | Changes in Level 3 Nasdaq Forwards, rate lock commitments, forward sale contracts and contingent consideration measured at fair value on recurring basis were as follows (in thousands): As of December 31, 2021 Opening Total realized Issuances Settlements Closing Unrealized Assets: Rate lock commitments $ 21,034 $ 3,957 $ — $ (21,034) $ 3,957 $ 3,957 Forward sale contracts 7,632 4,544 — (7,632) 4,544 4,544 Nasdaq Forwards 12,822 (12,822) — — — — Total $ 41,488 $ (4,321) $ — $ (28,666) $ 8,501 $ 8,501 Opening Total realized Issuances Settlements Closing Unrealized Liabilities: Contingent consideration $ 31,481 $ (1,351) $ — $ (17,792) $ 12,338 $ 12,338 Rate lock commitments 2,977 2,836 — (2,977) 2,836 2,836 Forward sale contracts 14,971 2,180 — (14,971) 2,180 2,180 Total $ 49,429 $ 3,665 $ — $ (35,740) $ 17,354 $ 17,354 As of December 31, 2020 Opening Total realized Issuances Settlements Closing Unrealized Assets: Rate lock commitments $ 32,035 $ 21,034 $ — $ (32,035) $ 21,034 $ 21,034 Forward sale contracts 14,389 7,632 — (14,389) 7,632 7,632 Nasdaq Forwards 26,502 (13,680) — — 12,822 12,822 Total $ 72,926 $ 14,986 $ — $ (46,424) $ 41,488 $ 41,488 Opening Total realized Issuances Settlements Closing Unrealized Liabilities: Contingent consideration $ 45,172 $ (11,063) $ 2,221 $ (4,849) $ 31,481 $ (408) Rate lock commitments 12,124 2,977 (12,124) 2,977 2,977 Forward sale contracts 13,537 14,971 (13,537) 14,971 14,971 Total $ 70,833 $ 6,885 $ 2,221 $ (30,510) $ 49,429 $ 17,540 |
Summary of Quantitative Information about Level 3 Fair Value Measurements | The following tables present quantitative information about the significant unobservable inputs utilized by Newmark in the fair value measurement of Level 3 assets and liabilities measured at fair value on a recurring basis: December 31, 2021 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 12,338 Discount rate 4.0% - 10.2% (1) 8.1% Probability of meeting earnout and contingencies 0.0%- 99.0% (1) 91.6% Financial forecast information Derivative assets and liabilities: Nasdaq Forwards $ — $ — Implied volatility N/A N/A Forward sale contracts $ 4,544 $ 2,180 Counterparty credit risk N/A N/A Rate lock commitments $ 3,957 $ 2,836 Counterparty credit risk N/A N/A December 31, 2020 Level 3 assets and liabilities Assets Liabilities Significant Unobservable Range Weighted Accounts payable, accrued expenses and other liabilities: Contingent consideration $ — $ 31,481 Discount rate 0.3% - 10.4% 7.1% Probability of meeting earnout and contingencies 0% - 100% (1) 93.9% Financial forecast information Derivative assets and liabilities: Nasdaq Forwards $ 12,822 $ — Implied volatility 42.4% - 42.6% (2) 42.5% Forward sale contracts $ 7,632 $ 14,971 Counterparty credit risk N/A N/A Rate lock commitments $ 21,034 $ 2,977 Counterparty credit risk N/A N/A (1) Newmark’s estimate of contingent consideration as of December 31, 2021 and 2020 was based on the acquired business’ projected future financial performance, including revenues. (2) The volatility of Newmark’s Nasdaq Forwards is primarily based on the volatility of the underlying Nasdaq stock price. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: U.S. federal $ 93,368 $ 24,880 $ 63,359 U.S. state and local 28,392 6,038 15,130 Foreign 258 2,811 464 UBT 2,291 2,845 1,335 Total 124,309 36,574 80,288 Deferred: U.S. federal 81,645 3,249 (25,103) U.S. state and local 34,675 (1,912) (4,025) Foreign (38) (120) (15) UBT 2,367 (798) 1,291 Total 118,649 419 (27,852) Provision for income taxes $ 242,958 $ 36,993 $ 52,436 |
Schedule of difference between actual income tax expense and the amount calculated utilizing the U.S. Federal Statutory Rates | Differences between Newmark’s actual income tax expense and the amount calculated utilizing the U.S. federal statutory rates were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Tax expense at federal statutory rate $ 256,430 $ 30,717 $ 44,971 Non-controlling interest (57,269) (10,378) (15,097) Incremental impact of foreign taxes compared to the federal rate (557) 212 (145) Other permanent differences 850 5,272 9,915 U.S. state and local taxes, net of U.S. federal benefit 58,866 5,984 12,271 New York City UBT 4,658 2,046 2,627 Section 162(m) compensation deduction limitation 9,227 — — Revaluation of deferred taxes related to ownership changes (26,159) (1,851) (2,070) Other rate change 5,249 (2,896) 4,527 Section 453A interest — 1,419 1,640 Valuation allowance 5,920 2,137 2,902 Prior year true ups (6,408) 4,628 (7,981) Other (7,849) (297) (1,124) Provision for income tax $ 242,958 $ 36,993 $ 52,436 |
Schedule of deferred tax assets and liabilities | Significant components of Newmark's deferred tax asset and liability consisted of the following (in thousands): December 31, 2021 2020 Deferred tax asset Basis difference of investments $ 36,602 $ 65,954 Deferred compensation 99,414 167,251 Other deferred and accrued expenses 11,182 4,874 Net Operating loss and credit carry-forwards 8,574 3,740 Total deferred tax asset 155,772 241,819 Valuation Allowance (9,562) (3,618) Deferred tax asset, net of allowance 146,210 238,201 Deferred tax liability Depreciation and amortization 76,019 50,675 Other — — Deferred tax liability (1) 76,019 50,675 Net deferred tax asset $ 70,191 $ 187,526 (1) Before netting within tax jurisdictions. |
Schedule of reconciliation of beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands): Balance, January 1, 2019 $ 208 Increases for prior year tax positions — Decreases for prior year tax positions — Increases for current year tax positions — Decreases related to settlements with taxing authorities — Decreases related to a lapse of applicable statute of limitations — Balance, December 31, 2020 208 Increases for prior year tax positions — Decreases for prior year tax positions — Increases for current year tax positions — Decreases related to settlements with taxing authorities — Decreases related to a lapse of applicable statute of limitations (208) Balance, December 31, 2021 $ — |
Accounts Payable, Accrued Exp_2
Accounts Payable, Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Current Portion of Accounts Payable, Accrued Expenses and Other Liabilities | The accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2021 2020 Accounts payable and accrued expenses $ 223,158 $ 97,304 Outside broker payable 73,397 53,504 Payroll taxes payable 80,249 60,696 Corporate taxes payable 56,265 25,666 Derivative liability 5,016 17,948 Right-of-use liabilities 81,958 29,468 Credit enhancement deposit — 25,000 Contingent consideration 8,703 16,962 Total $ 528,746 $ 326,548 |
Summary of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued compensation $ 96,839 $ 331,288 Payroll and other taxes payable 70,677 61,564 Financial guarantee liability 25,989 29,581 Deferred rent 9,872 — Contingent consideration 3,635 14,519 Total $ 207,012 $ 436,952 |
Compensation (Tables)
Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost for Share-Based Payment Arrangements | Newmark incurred compensation expense related to Class A common stock, limited partnership units and RSUs held by Newmark employees as follows (in thousands): Year Ended December 31, 2021 2020 2019 Issuance of common stock and exchangeability expenses $ 312,718 $ 69,041 $ 181,714 Allocations of net income to limited partnership units and FPUs (1) 55,183 30,461 50,410 Limited partnership units amortization (28,351) 18,692 21,508 RSU amortization 16,795 12,565 5,204 Equity-based compensation and allocations of net income to limited partnership units and FPUs $ 356,345 $ 130,759 $ 258,836 (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. Year Ended December 31, 2021 2020 2019 Issuance of common stock and exchangeability expenses $ 317,281 $ 36,458 $ 35,499 Year Ended December 31, 2021 2020 2019 Limited partnership units amortization $ (28,351) $ 18,692 $ 21,508 Compensation expense related to these limited partnership units held by Newmark employees was as follows (in thousands:): Year Ended December 31, 2021 2020 2019 Issuance of common stock and exchangeability expenses $ (4,563) $ 32,583 $ 146,215 Compensation expense related to Newmark and BGC RSUs are as follows (in thousands): Year Ended December 31, 2021 2020 2019 RSU amortization $ 16,795 $ 12,565 $ 5,204 |
Schedule of Activity Associated with Limited Partnership Units | A summary of the activity associated with limited partnership units held by Newmark employees is as follows: Newmark Units BGC Units Balance, January 1, 2020 60,800,852 (1) 56,053,701 Issued 12,569,298 1,071,612 Redeemed/exchanged units (6,660,984) (2,657,901) Forfeited units/other (82,981) (45,410) Balance, December 31, 2020 66,626,185 54,422,002 Issued 10,143,799 159,057 Redeemed/exchanged units (58,099,726) (45,024,619) Forfeited units/other (250,645) (892,510) December 31, 2021 18,419,613 8,663,930 Total exchangeable units outstanding (2) : December 31, 2020 9,906,763 24,863,107 December 31, 2021 2,468,443 3,456,479 (1) Includes the pre-IPO Newmark employees share-equivalent limited partnership units in BGC Holdings. (2) The Limited Partnership table above also includes partnership units issued for consideration for acquisitions. As of December 31, 2021, there were 4.2 million partnership units in Newmark Holdings outstanding, of which 1.3 million units were exchangeable, and 6.8 million partnership units in BGC Holdings outstanding, of which 3.1 million were exchangeable. As of December 31, 2020, there were 5.3 million partnership units in Newmark Holdings outstanding, of which 2.0 million units were exchangeable, and 9.1 million partnership units in BGC Holdings outstanding, of which 4.5 million were exchangeable. A summary of the BGC Holdings and Newmark Holdings limited partnership units held by Newmark employees is as follows: Newmark BGC Regular units 18,039,445 8,585,061 Preferred Units 380,168 78,869 Balance, December 31, 2021 18,419,613 8,663,930 |
Schedule of Units Redeemed | A summary of units held by Newmark employees redeemed in connection with the issuance of Newmark or BGC Class A common stock (at the current exchange ratio) or granted exchangeability for Newmark or BGC Class A common stock is as follows: Year Ended December 31, 2021 2020 2019 BGC Units 13,803,080 315,685 620,903 Newmark Units 36,378,049 4,661,669 2,310,384 Total 50,181,129 4,977,354 2,931,287 |
Schedule of Limited Partnership Units with a Post-Termination Payout | Limited partnership units with a post-termination payout held by Newmark employees are as follows (dollars in thousands): December 31, 2021 2020 Notional Value (1) $ 116,717 $ 257,771 Estimated fair value of the post-termination payout (2) $ 38,516 $ 68,682 Outstanding limited partnership units in BGC Holdings 105,302 4,873,040 Outstanding limited partnership units in BGC Holdings - unvested — 873,822 Outstanding limited partnership units in Newmark Holdings 11,691,406 20,184,716 Outstanding limited partnership units in Newmark Holdings - unvested 5,980,996 9,778,078 (1) Beginning January 1, 2018, Newmark began granting stand-alone limited partnership units in Newmark Holdings to Newmark employees. (2) Included in “Other long-term liabilities” on the accompanying consolidated balance sheets. Liability balance also includes $6.8 million of post-termination units issued as consideration for acquisition. |
Schedule of Grant of Conversion Rights | The grant of conversion rights to Newmark employees are as follows (in thousands): December 31, 2021 2020 Notional Value $ 12,836 $ 218,520 Estimated fair value of limited partnership units (1) $ 12,558 $ 208,029 (1) Included in “Other long-term liabilities” on the accompanying consolidated balance sheets. |
Schedule of Activity Associated with Restricted Stock Units | A summary of the activity associated with Newmark and BGC RSUs held by Newmark employees is as follows (fair value amount in thousands): Newmark RSUs (1) BGC RSUs (2) Restricted Weighted- Fair Weighted- Restricted Weighted- Fair Weighted- Balance, January 1, 2020 4,683,571 $ 7.55 $ 35,361 5.69 46,807 $ 9.97 $ 467 0.25 Granted 7,337,460 7.96 58,415 7,912 3.69 29 Settled units (delivered shares) (1,151,507) 8.29 (9,549) (45,544) 9.95 (453) Forfeited units (222,727) 7.78 (1,733) (1,162) 10.64 (12) Balance, December 31, 2020 10,646,797 $ 7.75 $ 82,494 5.69 8,013 $ 3.80 $ 31 2.17 Granted 2,913,572 9.71 28,290 — — — Settled units (delivered shares) (2,196,903) 7.64 (16,792) (2,638) 3.69 (10) Forfeited units (642,009) 7.74 (4,967) — — — Balance, December 31, 2021 10,721,457 8.30 $ 89,025 4.96 5,375 3.85 $ 21 1.16 (1) Beginning January 1, 2018, Newmark began granting stand-alone Newmark RSUs to Newmark employees with the awards vesting ratably over a two (2) RSUs granted to these individuals generally vest over a two |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligations | The following table summarizes certain of Newmark's contractual obligations at December 31, 2021 (in thousands): Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Operating leases (1) $ 805,168 $ 113,822 $ 218,878 $ 197,704 $ 274,764 Warehouse facilities (2) 1,050,693 1,050,693 — — — Long-term debt (3) 550,000 — 550,000 — — Interest on long-term debt (4) 65,428 34,949 30,479 — — Interest on warehouse facilities (5) 1,051 1,051 — — — Total $ 2,472,340 $ 1,200,515 $ 799,357 $ 197,704 $ 274,764 (1) Operating lease are related to rental payments under various non-cancelable leases principally for office space. (2) Warehouse facilities are collateralized by $1,050.7 million of loans held for sale, at fair value (See Note 21 - “Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises” to our accompanying Consolidated Financial Statements 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. (3) Long-term debt reflects long-term borrowings of $550.0 million 6.125% Senior Notes. The carrying amount of these notes was approximately $545.2 million. Long-term debt also includes borrowings under the Credit Facility, which is assumed to be outstanding until the maturity date of the Credit Facility. The carrying amount of the borrowing under the Credit Facility is $0.0 million. (See Note 22 - “Long-Term Debt” to our accompanying Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.) (4) Reflects interest on the $550.0 million 6.125% Senior Notes until their maturity date of November 15, 2023. (5) Interest on the warehouse facilities collateralized by U.S. Government Sponsored Enterprises was projected by using the 1-month LIBOR or SOFR rate plus their respective additional basis points, primarily 130 basis points above LIBOR and 115 basis points above SOFR, applied to their respective outstanding balances as of December 31, 2021, through their respective maturity dates. Their respective maturity dates range from June 2022 to October 2022, while one line has an open maturity date. The notional amount of these committed and uncommitted warehouse facilities was $2.2 billion at December 31, 2021. One of the warehouse lines established a $125.0 million sublimit line of credit to fund potential principal and interest servicing advances on the Company's Fannie Mae portfolio during the forbearance period related to the CARES Act. Advances will have an interest rate of 1-month LIBOR plus 180 bps. There were no outstanding draws on this sublimit at December 31, 2021. Another warehouse line was temporarily increased by $300.0 million to $900.0 million for the period December 1, 2020 to February 1 2021. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Jul. 02, 2021USD ($)shares | Jun. 28, 2021USD ($)$ / sharesshares | Jun. 25, 2021USD ($)shares | Nov. 30, 2020USD ($)shares | Dec. 02, 2019USD ($)shares | Sep. 26, 2018USD ($)trancheshares | Jun. 28, 2013USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2021USD ($)shares | Jul. 31, 2021$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Jan. 01, 2019USD ($) | Jun. 18, 2018USD ($) |
Description Of Business | |||||||||||||||
Shares settled (in shares) | shares | 944,329 | 741,505 | 898,685 | ||||||||||||
Investment owned shares settled fair value | $ 166,000 | $ 93,500 | $ 93,500 | ||||||||||||
Shares owned (in shares) | shares | 5,278,011 | 250,742 | 93,562 | ||||||||||||
Marketable securities | $ 524,569 | $ 33,283 | |||||||||||||
Deferred tax asset, net of allowance | 146,210 | 238,201 | |||||||||||||
Right-of-use assets | 606,634 | 190,469 | |||||||||||||
Operating lease liability | 668,027 | 248,097 | |||||||||||||
Assets | 5,216,201 | 3,982,450 | |||||||||||||
Total liabilities | 3,531,061 | 3,041,258 | |||||||||||||
Retained earnings | 1,079,661 | 342,764 | |||||||||||||
Accounting Standards Update 2016-02 | |||||||||||||||
Description Of Business | |||||||||||||||
Right-of-use assets | $ 178,800 | ||||||||||||||
Operating lease liability | $ 226,700 | ||||||||||||||
2021 Equity Event | |||||||||||||||
Description Of Business | |||||||||||||||
Compensation expense | $ 428,600 | ||||||||||||||
Deferred tax asset, net of allowance | $ 101,000 | ||||||||||||||
Settlement share price (in usd per share) | $ / shares | $ 12.50 | $ 13.01 | |||||||||||||
Class A Common Stock | 2021 Equity Event | |||||||||||||||
Description Of Business | |||||||||||||||
Limited partnership units conversion ratio | 0.9403 | ||||||||||||||
Common Stock | Nasdaq | |||||||||||||||
Description Of Business | |||||||||||||||
Fair value of equity security | $ 1,093,900 | $ 524,600 | $ 33,300 | ||||||||||||
Shares owned (in shares) | shares | 2,497,831 | ||||||||||||||
Fair value of marketable securities | $ 524,600 | ||||||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | |||||||||||||||
Description Of Business | |||||||||||||||
Assets | $ (8,000) | ||||||||||||||
Total liabilities | 17,900 | ||||||||||||||
Retained earnings | $ (25,900) | ||||||||||||||
Nasdaq Earn-Out | Common Stock | |||||||||||||||
Description Of Business | |||||||||||||||
Fair value of equity security | $ 166,000 | $ 121,900 | |||||||||||||
Shares settled (in shares) | shares | 944,329 | 6,222,340 | |||||||||||||
Marketable securities | $ 98,600 | ||||||||||||||
Nasdaq Omx | |||||||||||||||
Description Of Business | |||||||||||||||
Purchase consideration paid in cash | $ 750,000 | ||||||||||||||
Period for expected payment under Common stock transaction (years) | 15 years | ||||||||||||||
Nasdaq Omx | Maximum | |||||||||||||||
Description Of Business | |||||||||||||||
Shares received from transaction (in shares) | shares | 992,247 | ||||||||||||||
BGC Partners Inc | Nasdaq Omx | Maximum | |||||||||||||||
Description Of Business | |||||||||||||||
Expected payment of shares under common stock transaction (in shares) | shares | 14,883,705 | ||||||||||||||
BGC Partners Inc | Nasdaq Omx | Minimum | |||||||||||||||
Description Of Business | |||||||||||||||
Gross revenue on expected payment per year under common stock transaction | $ 25,000 | ||||||||||||||
Newmark OpCo | RBC | |||||||||||||||
Description Of Business | |||||||||||||||
Exchangeable preferred limited partnership units issued (in shares) | $ 150,000 | $ 175,000 | |||||||||||||
Proceeds from issuance of EPUs | $ 266,100 | ||||||||||||||
Exchangeable preferred limited partnership units, number of tranches | tranche | 4 | ||||||||||||||
Newmark Holdings, L.P. | Limited Partnership Units | Employees | |||||||||||||||
Description Of Business | |||||||||||||||
Shares redeemed or exchanged (in shares) | shares | 8,300,000 | ||||||||||||||
Newmark Holdings, L.P. | Limited Partnership Units | Independent Contractors | |||||||||||||||
Description Of Business | |||||||||||||||
Shares redeemed or exchanged (in shares) | shares | 23,200,000 | ||||||||||||||
BGC Holdings, L.P. | Limited Partnership Units | Employees | |||||||||||||||
Description Of Business | |||||||||||||||
Shares redeemed or exchanged (in shares) | shares | 8,000,000 | ||||||||||||||
BGC Holdings, L.P. | Limited Partnership Units | Independent Contractors | |||||||||||||||
Description Of Business | |||||||||||||||
Shares redeemed or exchanged (in shares) | shares | 17,400,000 |
Limited Partnership Interests_2
Limited Partnership Interests in Newmark Holdings and BGC Holdings (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021trancheshares | Dec. 31, 2021trancheshares | Dec. 13, 2017 | |
Related Party Transaction | |||
Payout period for post-termination awards | 4 years | ||
Percentage to preferred units | 0.6875% | 2.75% | |
Exchangeable preferred limited partnership units outstanding (in shares) | 0 | 0 | |
Non Distribution Earning Units | |||
Related Party Transaction | |||
Award vesting period | 4 years | ||
Class A Common Stock | |||
Related Party Transaction | |||
Limited partnership units exchange ratio | 1 | ||
Class B Common Stock | Cantor | |||
Related Party Transaction | |||
Share converted (in shares) | 1 | ||
NEWMARK Group Inc Parent | Class A Common Stock | |||
Related Party Transaction | |||
Limited partnership units exchange ratio | 0.9444 | 0.9444 | |
NEWMARK Group Inc Parent | Class B Common Stock | |||
Related Party Transaction | |||
Exchangeable preferred limited partnership units (in shares) | 24,600,000 | 24,600,000 | |
Newmark OpCo | RBC | |||
Related Party Transaction | |||
Exchangeable preferred limited partnership units, number of tranches | tranche | 4 | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Guaranty liabilities | $ 25,989 | $ 25,989 | $ 29,581 | $ 15 | ||
Provision for expected credit losses | 3,592 | (11,631) | ||||
Total stockholders’ equity | $ 1,277,927 | $ 1,277,927 | 655,049 | |||
Number of operating segments | segment | 1 | |||||
Percentage to preferred units | 0.6875% | 2.75% | ||||
Servicing Fees | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Mortgage service rights, interest rate | 300.00% | 300.00% | ||||
Surveillance Fees | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Mortgage service rights, interest rate | 100.00% | 100.00% | ||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Guaranty liabilities | $ 17,900 | 17,935 | ||||
Accounts Receivable | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Allowance for doubtful accounts | $ 16,700 | $ 16,700 | 13,400 | |||
Accounts Receivable | Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Increase in reserve | $ 4,200 | |||||
Loans Receivable | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Allowance for credit loss | $ 3,800 | $ 3,800 | $ 3,700 | |||
Loans Receivable | Cumulative Effect, Period of Adoption, Adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle | ||||||
Total stockholders’ equity | $ 3,700 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from External Customer | |||
Revenues | $ 2,906,443 | $ 1,904,998 | $ 2,218,132 |
Leasing and other commissions | |||
Revenue from External Customer | |||
Revenues | 826,942 | 513,842 | 854,780 |
Capital markets commissions | |||
Revenue from External Customer | |||
Revenues | 938,305 | 454,106 | 541,255 |
Gains from mortgage banking activities/originations, net | |||
Revenue from External Customer | |||
Revenues | 225,481 | 310,914 | 198,085 |
Management services, servicing fees and other | |||
Revenue from External Customer | |||
Revenues | $ 915,715 | $ 626,136 | $ 624,012 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Fixed assets, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Software, including software development costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Software, including software development costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer and communications equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer and communications equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition | |||||
Goodwill | $ 657,131 | $ 560,332 | $ 557,914 | ||
Unrealized gain on investment | 27,825 | 0 | 0 | ||
First and second lien debt | 69,755 | 5,850 | $ 33,939 | ||
Knotel, Inc. | |||||
Business Acquisition | |||||
Debtor-in-possession facility financing costs | $ 19,800 | ||||
First and second lien debt | $ 39,584 | 39,600 | |||
Debtor-in-possession financing | 19,788 | 19,800 | |||
Assumed liability | 6,574 | 6,500 | |||
Cash and stock issued at closing | 41,500 | ||||
Stock issued at closing | 3,000 | ||||
Goodwill | 97,168 | 97,200 | |||
Business acquisition, amount deductible for tax | 78,300 | ||||
Business acquisition, aggregate revenue contribution | 75,600 | ||||
Total consideration transferred | $ 110,438 | ||||
Knotel, Inc. | Restricted Stock Units (RSUs) | |||||
Business Acquisition | |||||
Shares issued as compensation | 110,400 | ||||
Deskeo | |||||
Business Acquisition | |||||
Debt securities | 13,800 | ||||
Unrealized gain on investment | $ 27,800 | ||||
Hopkins Appraisal Services | |||||
Business Acquisition | |||||
Assumed liability | 3,590 | ||||
Goodwill | 6,294 | ||||
Business acquisition, amount deductible for tax | 2,400 | ||||
Business acquisition, aggregate revenue contribution | 7,500 | ||||
Total consideration transferred | 9,839 | ||||
Business acquisition, contingent non cash consideration, fair value | 1,300 | ||||
Contingent consideration cash | 2,200 | ||||
Hopkins Appraisal Services | Restricted Stock Units (RSUs) | |||||
Business Acquisition | |||||
Assumed liability | 400 | ||||
First and second lien debt | $ 5,900 | ||||
Business acquisition, equity interest issued (in shares) | 104,653 |
Acquisitions - Summary of Compo
Acquisitions - Summary of Components of Purchase Consideration Transferred and Preliminary Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allocations | ||||
Goodwill | $ 657,131 | $ 560,332 | $ 557,914 | |
Knotel, Inc. | ||||
Purchase Price | ||||
First and second lien debt | $ 39,584 | 39,600 | ||
Debtor-in-possession financing | 19,788 | 19,800 | ||
Assumed liability | 6,574 | 6,500 | ||
Cash and stock issued at closing | 44,492 | |||
Total | 110,438 | |||
Allocations | ||||
Cash | 21,641 | |||
Goodwill | 97,168 | $ 97,200 | ||
Other intangible assets, net | 41,332 | |||
Receivables, net | 7,478 | |||
Fixed Assets, net | 40,605 | |||
Other assets | 62,710 | |||
Right-of-use Assets | 434,315 | |||
Right-of-use Liabilities | (434,315) | |||
Accrued Compensation | (2,076) | |||
Accounts payable, accrued expenses and other liabilities | (103,300) | |||
Unrealized gain on investment | (27,825) | |||
Initial investment (recorded at cost) | (13,832) | |||
Non-controlling interest | (13,463) | |||
Net assets acquired | $ 110,438 | |||
Hopkins Appraisal Services | ||||
Purchase Price | ||||
Assumed liability | 3,590 | |||
Cash, stock and units issued at closing | 6,249 | |||
Total | 9,839 | |||
Allocations | ||||
Goodwill | 6,294 | |||
Other intangible assets, net | 2,700 | |||
Receivables, net | 796 | |||
Fixed Assets, net | 134 | |||
Other assets | 29 | |||
Accounts payable, accrued expenses and other liabilities | (114) | |||
Net assets acquired | $ 9,839 |
Earnings Per Share and Weight_3
Earnings Per Share and Weighted-Average Shares Outstanding - Calculation of Basic Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Basic earnings per share | ||||
Net income available to common stockholders | [1] | $ 744,528 | $ 70,281 | $ 104,406 |
Basic weighted-average shares of common stock outstanding (in shares) | 190,179 | 179,106 | 177,774 | |
Basic earnings per share (in usd per share) | $ 3.91 | $ 0.39 | $ 0.59 | |
NEWMARK Group Inc Parent | ||||
Earnings Per Share | ||||
Reduction for dividends on preferred stock or units | $ 6,200 | $ 9,800 | $ 12,900 | |
[1] | Includes a reduction for dividends on preferred stock or EPUs in the amount of $6.2 million, $9.8 million and $12.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. (see Note 1 — “Organization and Basis of Presentation”). |
Earnings Per Share and Weight_4
Earnings Per Share and Weighted-Average Shares Outstanding - Calculation of Fully Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Fully diluted earnings per share: | ||||
Net income available to common stockholders | [1] | $ 744,528 | $ 70,281 | $ 104,406 |
Allocations of net income to limited partnership interests in Newmark Holdings, net of tax | 0 | 0 | 3,754 | |
Net income for fully diluted shares | $ 744,528 | $ 70,281 | $ 108,160 | |
Weighted-average shares: | ||||
Common stock outstanding (in shares) | 190,179 | 179,106 | 177,774 | |
Cantor units (units) | 0 | 0 | 0 | |
Partnership units (units) | 0 | 0 | 5,583 | |
RSUs (Treasury stock method) (units) | 4,310 | 355 | 1,290 | |
Newmark exchange shares (in shares) | 1,324 | 229 | 369 | |
Fully diluted weighted-average shares of common stock outstanding (in shares) | 195,813 | 179,690 | 185,016 | |
Fully diluted earnings per share (in usd per share) | $ 3.80 | $ 0.39 | $ 0.58 | |
[1] | Includes a reduction for dividends on preferred stock or EPUs in the amount of $6.2 million, $9.8 million and $12.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. (see Note 1 — “Organization and Basis of Presentation”). |
Earnings Per Share and Weight_5
Earnings Per Share and Weighted-Average Shares Outstanding - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities excluded from computation of fully diluted earnings per share amount (in shares) | 68.1 | 85.2 | 84.5 |
Stock Transactions and Unit R_3
Stock Transactions and Unit Redemptions - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021USD ($)voteclass$ / sharesshares | Nov. 30, 2021$ / sharesshares | Oct. 31, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2021USD ($)voteclassshares$ / shares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares | Aug. 05, 2021USD ($) | Feb. 17, 2021shares | Dec. 31, 2018shares | |
Class of Stock | ||||||||||||
Number of authorized classes of common stock | class | 2 | 2 | ||||||||||
Number of shares authorized to be repurchased (in shares) | 400,000,000 | |||||||||||
Remaining from debt repurchase authorization | $ | $ 400,000 | |||||||||||
Class A Common Stock | ||||||||||||
Class of Stock | ||||||||||||
Common stock, votes per share | vote | 1 | 1 | ||||||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares outstanding (in shares) | 168,272,371 | 168,272,371 | 161,175,894 | 156,265,461 | 156,916,336 | |||||||
Treasury stock repurchases (in shares) | 4,286,836 | 2,085,492 | 3,064,959 | 6,307,802 | 3,613,098 | 879,243 | 20,237,430 | 930,226 | 4,518,002 | |||
Shares repurchased price (in dollars per share) | $ / shares | $ 16.77 | $ 16.20 | $ 14.71 | $ 13.34 | $ 12.81 | $ 10.58 | $ 14.37 | |||||
Share repurchase and redemption unit remaining authorized amount | $ | $ 165,017 | $ 165,017 | ||||||||||
Class B Common Stock | ||||||||||||
Class of Stock | ||||||||||||
Common stock, votes per share | vote | 10 | 10 | ||||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Conversion of common stock (in shares) | 1 | |||||||||||
Common stock, shares outstanding (in shares) | 21,285,533 | 21,285,533 | 21,285,533 |
Stock Transactions and Unit R_4
Stock Transactions and Unit Redemptions - Schedule of Changes in Shares of Common Stock Outstanding (Details) - Class A Common Stock - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) in Stockholders' Equity | |||||||||
Shares outstanding at beginning of period (in shares) | 161,175,894 | 161,175,894 | 156,265,461 | 156,916,336 | |||||
Share issuances: | |||||||||
LPU redemption/exchange (in shares) | 6,591,462 | 4,868,169 | 2,052,416 | ||||||
Other (in shares) | 18,890,659 | 0 | 278,181 | ||||||
Treasury stock repurchases (in shares) | (4,286,836) | (2,085,492) | (3,064,959) | (6,307,802) | (3,613,098) | (879,243) | (20,237,430) | (930,226) | (4,518,002) |
Shares outstanding at end of period (in shares) | 168,272,371 | 168,272,371 | 161,175,894 | 156,265,461 | |||||
Restricted Stock Units (RSUs) | |||||||||
Share issuances: | |||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 1,851,786 | 972,490 | 1,536,530 |
Stock Transactions and Unit R_5
Stock Transactions and Unit Redemptions - Schedule of Share Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock | ||||||||||
Shares repurchased (in shares) | 25,774,514 | 25,774,514 | 25,774,514 | 5,498,228 | ||||||
Class A Common Stock | ||||||||||
Class of Stock | ||||||||||
Gross units redeemed (shares) | 0 | 0 | 167,894 | 0 | 167,894 | |||||
Treasury stock repurchases (in shares) | 4,286,836 | 2,085,492 | 3,064,959 | 6,307,802 | 3,613,098 | 879,243 | 20,237,430 | 930,226 | 4,518,002 | |
Shares repurchased (in shares) | 20,405,324 | 20,405,324 | 20,405,324 | |||||||
Average price of units redeemed (in dollars per share) | $ 0 | $ 0 | $ 11.91 | $ 0 | $ 11.91 | |||||
Average price paid per unit or share (in dollars per share) | $ 16.77 | $ 16.20 | $ 14.71 | $ 13.34 | $ 12.81 | $ 10.58 | 14.37 | |||
Average Price Paid (in dollars per share) | $ 14.35 | |||||||||
Approximate Dollar Value of Units and Shares That May Yet Be Repurchased/ Purchased Under the Program | $ 165,017 | $ 165,017 | $ 165,017 |
Stock Transactions and Unit R_6
Stock Transactions and Unit Redemptions - Schedule of Changes in Carrying Amount of Redeemable Partnership Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity | ||
Balance at beginning of period: | $ 20,045 | $ 21,517 |
Income allocation | 4,532 | 1,740 |
Distributions of income | (1,215) | (1,740) |
Redemptions | (2,169) | (1,472) |
Issuance and other | (246) | 0 |
Balance at end of period | $ 20,947 | $ 20,045 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | Jul. 02, 2021 | Jun. 25, 2021 | Nov. 30, 2020 | Dec. 02, 2019 | Jun. 28, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Marketable Securities | ||||||||
Shares settled (in shares) | 944,329 | 741,505 | 898,685 | |||||
Shares owned (in shares) | 5,278,011 | 250,742 | 93,562 | |||||
Investment owned shares settled fair value | $ 166,000,000 | $ 93,500,000 | $ 93,500,000 | |||||
Gross proceeds from sale of marketable securities | $ 551,064,000 | $ 34,738,000 | $ 32,606,000 | |||||
Gain (loss) on marketable securities | (24,468,000) | 2,204,000 | (4,056,000) | |||||
Unrealized (gains) loss on marketable securities | $ 77,266,000 | $ 5,004,000 | $ 11,303,000 | |||||
Common Stock | ||||||||
Marketable Securities | ||||||||
Amount recognized in connection with the earn-out including other income (loss) (in shares) | 992,247 | 992,247 | ||||||
Common Stock | Nasdaq | ||||||||
Marketable Securities | ||||||||
Marketable securities | $ 1,093,900,000 | $ 524,600,000 | $ 33,300,000 | |||||
Shares owned (in shares) | 2,497,831 | |||||||
Fair value of marketable securities | $ 524,600,000 | |||||||
Number of shares sold in transaction (in shares) | 3,030,922 | 343,562 | 350,000 | |||||
Gross proceeds from sale of marketable securities | $ 551,100,000 | $ 34,700,000 | $ 32,600,000 | |||||
Gain (loss) on marketable securities | (24,500,000) | (2,200,000) | (4,100,000) | |||||
Unrealized (gains) loss on marketable securities | $ 77,300,000 | $ 5,000,000 | $ 11,300,000 | |||||
Common Stock | Nasdaq | Nasdaq | ||||||||
Marketable Securities | ||||||||
Number of shares pledged to be repurchased (in shares) | 866,791 | |||||||
Value of shares pledged to be repurchased | $ 182,000,000 | |||||||
Amount received from the value of shares pledged | $ 140,000,000 | |||||||
Common Stock | Nasdaq Earn-Out | ||||||||
Marketable Securities | ||||||||
Shares settled (in shares) | 944,329 | 6,222,340 | ||||||
Marketable securities | $ 166,000,000 | $ 121,900,000 | ||||||
Maximum | Common Stock | ||||||||
Marketable Securities | ||||||||
Remaining earn-out receivable under common stock transaction (in shares) | 6,945,729 | |||||||
Minimum | Common Stock | ||||||||
Marketable Securities | ||||||||
Gross revenue on earn-out receivable per year under common stock transaction | $ 25,000,000 | |||||||
Nasdaq Omx | ||||||||
Marketable Securities | ||||||||
Remaining number of earn out shares received under common stock transaction (in shares) | 2,497,831 | 250,742 | 343,562 | |||||
BGC Partners Inc | Common Stock | ||||||||
Marketable Securities | ||||||||
Period for earn-out receivable under common stock transaction | 7 years | |||||||
BGC Partners Inc | Nasdaq Omx | ||||||||
Marketable Securities | ||||||||
Period for earn-out receivable under common stock transaction | 15 years | |||||||
BGC Partners Inc | Nasdaq Omx | Maximum | ||||||||
Marketable Securities | ||||||||
Earn-out shares receivable under common stock transaction (in shares) | 14,883,705 | |||||||
BGC Partners Inc | Nasdaq Omx | Minimum | ||||||||
Marketable Securities | ||||||||
Gross revenue on earn-out receivable per year under common stock transaction | $ 25,000,000 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 08, 2017 | |
Schedule of Equity Method Investments | ||||
(Loss) income from equity method investments | $ 0 | $ (11,562) | $ 7,250 | |
Distributions received | 0 | 100 | ||
Equity method investment | 88,308 | 88,315 | ||
Unrealized gain (loss) on marketable securities | 1,600 | (84,200) | $ 12,600 | |
Other Assets | ||||
Schedule of Equity Method Investments | ||||
Equity method investment | 88,300 | 88,300 | ||
Debt securities | $ 20,000 | $ 9,900 | ||
CF Real Estate Finance Holdings, L.P. | ||||
Schedule of Equity Method Investments | ||||
Equity method investment ownership percentage (in percentage) | 27.00% | |||
Equity method investment | $ 100,000 |
Capital and Liquidity Require_2
Capital and Liquidity Requirements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compliance with Regulatory Capital Requirements under Banking Regulations | ||
Percentage of Freddie Mac's liquidity requirement of outstanding principal of TAH loans serviced (in percentage) | 8.00% | 8.00% |
Other Assets | ||
Compliance with Regulatory Capital Requirements under Banking Regulations | ||
Outstanding borrower advances | $ 0.9 | $ 0.8 |
Seller/Servicer Agreements | ||
Compliance with Regulatory Capital Requirements under Banking Regulations | ||
Amount of capital in excess of aggregate regulatory requirements | $ 400.5 |
Loans Held for Sale, at Fair _3
Loans Held for Sale, at Fair Value - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | ||
Maximum period of loans held for sale sold | 45 days | |
Financing receivable, nonaccrual | $ 0 | $ 0 |
Loans Held for Sale, at Fair _4
Loans Held for Sale, at Fair Value - Summary of Loans Held for Sale at Cost Basis and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable | ||
Loans held for sale, at fair value | $ 1,072,479 | $ 1,086,805 |
Cost Basis | ||
Accounts, Notes, Loans and Financing Receivable | ||
Loans held for sale, at fair value | 1,051,220 | 1,062,511 |
Fair Value | ||
Accounts, Notes, Loans and Financing Receivable | ||
Loans held for sale, at fair value | $ 1,072,479 | $ 1,086,805 |
Loans Held for Sale, at Fair _5
Loans Held for Sale, at Fair Value - Fair Value Adjustments on Loans Held for Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts and Financing Receivables, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance [Abstract] | |||
Interest income on loans held for sale | $ 20,287 | $ 27,560 | $ 34,239 |
Gains (loss) recognized on change in fair value on loans held for sale | $ 21,259 | $ 24,294 | $ 5,174 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Contracts (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Assets | $ 8,501,000 | $ 41,488,000 |
Liabilities | 5,016,000 | 17,948,000 |
Notional Amounts | 1,400,794,000 | 1,830,454,000 |
Rate lock commitments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Assets | 3,957,000 | 21,034,000 |
Liabilities | 2,836,000 | 2,977,000 |
Notional Amounts | 174,787,000 | 296,972,000 |
Nasdaq Forwards | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Assets | 0 | 12,822,000 |
Liabilities | 0 | 0 |
Notional Amounts | 0 | 174,000,000 |
Forward sale contracts | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Assets | 4,544,000 | 7,632,000 |
Liabilities | 2,180,000 | 14,971,000 |
Notional Amounts | $ 1,226,007,000 | $ 1,359,482,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rate lock commitments | Compensation and employee benefits | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in income for derivatives | $ 1 | $ 2.1 | $ 2 |
Derivatives - Summary of Gains
Derivatives - Summary of Gains Losses on Derivative Contracts Included in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Rate lock commitments | Compensation and employee benefits | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in income for derivatives | $ 1,000 | $ 2,100 | $ 2,000 |
Not Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in income for derivatives | (8,991) | (2,962) | (30,354) |
Not Designated as Hedging Instrument | Nasdaq Forwards | Other income (loss), net | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in income for derivatives | (12,475) | (13,680) | (51,117) |
Not Designated as Hedging Instrument | Rate lock commitments | Gains (loss) from mortgage banking activities/originations, net | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in income for derivatives | 2,162 | 20,125 | 21,916 |
Not Designated as Hedging Instrument | Rate lock commitments | Compensation and employee benefits | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in income for derivatives | (1,043) | (2,068) | (2,004) |
Not Designated as Hedging Instrument | Forward sale contracts | Gains (loss) from mortgage banking activities/originations, net | |||
Derivative Instruments, Gain (Loss) | |||
Gain (loss) recognized in income for derivatives | $ 2,365 | $ (7,339) | $ 851 |
Credit Enhancement Receivable_3
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability - Narrative (Details) - USD ($) | Mar. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 09, 2021 |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | ||||
Credit enhancement receivable | $ 0 | $ 0 | ||
Deposit in Fannie Mae restricted liquidity account | 25,000,000 | 25,000,000 | $ 25,000,000 | |
Returned the credit enhancement deposit | $ 25,000,000 | |||
DB Cayman | Credit Risk | ||||
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | ||||
Reimbursements under serving agreement | 0 | 0 | ||
Percentage of contingent payment (in percentage) | 50.00% | |||
Contingent liability | $ 0 | $ 12,300,000 |
Credit Enhancement Receivable_4
Credit Enhancement Receivable, Credit Enhancement Deposit and Contingent Liability - Servicing Portfolio (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | ||
Credit risk loans | $ 25,764,721 | $ 24,048,754 |
Credit Risk | ||
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | ||
Maximum DB Cayman credit protection | 0 | 18,689 |
DB Cayman | Credit Risk | ||
Credit Enhancement Receivable Contingent Liability And Credit Enhancement Deposit | ||
Credit risk loans | 7,785,850 | 7,172,509 |
Maximum DB Cayman credit protection | 0 | 6,230 |
Maximum loss exposure without any form of credit protection | $ 7,785,850 | $ 7,166,279 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Schedule of Revenues from Contracts with Customers and Our Other Sources of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||
Revenues from contracts with customers: | $ 2,499,008 | $ 1,435,401 | $ 1,842,402 |
Revenues | 2,906,443 | 1,904,998 | 2,218,132 |
Gains from mortgage banking activities/originations, net | |||
Disaggregation of Revenue | |||
Other sources of revenue | 225,481 | 310,914 | 198,085 |
Servicing fees and other | |||
Disaggregation of Revenue | |||
Other sources of revenue | 181,954 | 158,683 | 177,645 |
Leasing and other commissions | |||
Disaggregation of Revenue | |||
Revenues from contracts with customers: | 826,942 | 513,842 | 854,780 |
Revenues | 826,942 | 513,842 | 854,780 |
Capital markets commissions | |||
Disaggregation of Revenue | |||
Revenues from contracts with customers: | 938,305 | 454,106 | 541,255 |
Management services | |||
Disaggregation of Revenue | |||
Revenues from contracts with customers: | $ 733,761 | $ 467,453 | $ 446,367 |
Revenues from Contracts with _4
Revenues from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 3,700 | $ 2,900 |
Deferred revenue, revenue recognized | 2,100 | $ 2,800 |
Revenue, remaining performance obligation, amount | $ 180,361 |
Revenues from Contracts with _5
Revenues from Contracts with Customers - Schedule of Revenue Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 180,361 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 93,352 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 53,580 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 21,927 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,305 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 3,072 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 1,125 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Gains from Mortgage Banking A_3
Gains from Mortgage Banking Activities/Originations, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Mortgage Banking [Abstract] | |||
Fair value of expected net future cash flows from servicing recognized at commitment, net | $ 136,406 | $ 194,814 | $ 109,249 |
Loan originations related fees and sales premiums, net | 89,075 | 116,100 | 88,836 |
Total | $ 225,481 | $ 310,914 | $ 198,085 |
Mortgage Servicing Rights, Ne_2
Mortgage Servicing Rights, Net - Summary of Changes in the Carrying Amount of Mortgage Servicing Rights (Details) - Mortgage Servicing Rights - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Mortgage Servicing Rights | |||
Beginning Balance | $ 528,983 | $ 432,666 | $ 416,131 |
Additions | 147,789 | 193,913 | 103,160 |
Purchases from an affiliate | 0 | 200 | 1,489 |
Amortization | (113,284) | (97,796) | (88,114) |
Ending Balance | 563,488 | 528,983 | 432,666 |
Valuation Allowance | |||
Beginning Balance | (34,254) | (19,022) | (4,322) |
Decrease (increase) | 21,068 | (15,232) | (14,700) |
Ending Balance | (13,186) | (34,254) | (19,022) |
Net Balance | $ 550,302 | $ 494,729 | $ 413,644 |
Mortgage Servicing Rights, Ne_3
Mortgage Servicing Rights, Net - Schedule of Servicing Fees and Escrow Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Transfers and Servicing [Abstract] | |||
Servicing fees | $ 138,495 | $ 116,005 | $ 104,305 |
Escrow interest and placement fees | 4,415 | 6,140 | 22,417 |
Ancillary fees | 16,932 | 7,353 | 13,671 |
Total servicing fees and escrow interest | $ 159,842 | $ 129,498 | $ 140,393 |
Mortgage Servicing Rights, Ne_4
Mortgage Servicing Rights, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Mortgage Servicing Rights | ||
Primary servicing portfolio | $ 68,400 | $ 66,300 |
Special servicing portfolio | 2,000 | 2,300 |
Discount Rate One | ||
Mortgage Servicing Rights | ||
Decrease in fair value of servicing rights | 18 | 14.8 |
Discount Rate Two | ||
Mortgage Servicing Rights | ||
Decrease in fair value of servicing rights | $ 35.1 | $ 28.9 |
Minimum | ||
Mortgage Servicing Rights | ||
Discount rates used in measuring fair value | 6.10% | 6.10% |
Minimum | Discount Rate One | ||
Mortgage Servicing Rights | ||
Increase in discount rate | 1.00% | 1.00% |
Maximum | ||
Mortgage Servicing Rights | ||
Discount rates used in measuring fair value | 13.50% | 13.50% |
Maximum | Discount Rate Two | ||
Mortgage Servicing Rights | ||
Increase in discount rate | 2.00% | 2.00% |
Mortgage Servicing Rights | ||
Mortgage Servicing Rights | ||
Estimated fair value of MSRs | $ 608 | $ 527.1 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Beginning balance | $ 560,332 | $ 557,914 |
Acquisitions | 97,168 | 6,294 |
Measurement period adjustments | (369) | (3,876) |
Ending balance | $ 657,131 | $ 560,332 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment loss | $ 0 | $ 0 | |
Intangible amortization expense | $ 8,900,000 | $ 6,700,000 | $ 6,900,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, accumulated amortization | $ (33,259) | $ (23,226) |
Weighted- Average Remaining Life (Years) | 7 years 1 month 6 days | 5 years 6 months |
Gross amount | $ 109,458 | $ 67,515 |
Net carrying amount | 76,199 | 44,289 |
Trademark and trade names | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | 12,765 | 5,704 |
Definite life, accumulated amortization | (6,021) | (4,519) |
Definite life, net carrying amount | $ 6,744 | $ 1,185 |
Weighted- Average Remaining Life (Years) | 3 years 8 months 12 days | 1 month 6 days |
Non-contractual customers | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 30,131 | $ 30,131 |
Definite life, accumulated amortization | (12,815) | (9,729) |
Definite life, net carrying amount | $ 17,316 | $ 20,402 |
Weighted- Average Remaining Life (Years) | 9 years 4 months 24 days | 7 years 2 months 12 days |
License agreements (GSE) | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 4,981 | $ 4,981 |
Definite life, accumulated amortization | (4,981) | (4,266) |
Definite life, net carrying amount | $ 0 | $ 715 |
Weighted- Average Remaining Life (Years) | 0 years | 0 years |
Non-compete agreements | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 6,558 | $ 6,557 |
Definite life, accumulated amortization | (3,898) | (2,920) |
Definite life, net carrying amount | $ 2,660 | $ 3,637 |
Weighted- Average Remaining Life (Years) | 3 years 6 months | 7 months 6 days |
Contractual customers | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 33,731 | $ 3,052 |
Definite life, accumulated amortization | (3,822) | (1,584) |
Definite life, net carrying amount | $ 29,909 | $ 1,468 |
Weighted- Average Remaining Life (Years) | 7 years | 4 months 24 days |
Other | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Definite life, gross amount | $ 4,552 | $ 350 |
Definite life, accumulated amortization | (1,722) | (208) |
Definite life, net carrying amount | $ 2,830 | $ 142 |
Weighted- Average Remaining Life (Years) | 5 years 3 months 18 days | 0 years |
Trademark and trade names | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Indefinite life, intangible assets | $ 11,350 | $ 11,350 |
License agreements (GSE) | ||
Schedule of Acquired Finite And Indefinite Lived Intangible Asset By Major Class | ||
Indefinite life, intangible assets | $ 5,390 | $ 5,390 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Schedule of Estimated Future Amortization of Definite Life Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2021 | $ 10,196 |
2022 | 9,836 |
2023 | 9,282 |
2024 | 7,929 |
2025 | 6,820 |
Thereafter | 15,396 |
Total | $ 59,459 |
Fixed Assets, Net - Components
Fixed Assets, Net - Components of Fixed Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment | ||
Fixed assets, gross | $ 244,937 | $ 183,524 |
Accumulated depreciation and amortization | (109,181) | (87,157) |
Fixed assets, net | 135,756 | 96,367 |
Leasehold improvements, furniture and fixtures, and other fixed assets | ||
Property, Plant and Equipment | ||
Fixed assets, gross | 184,704 | 126,428 |
Software, including software development costs | ||
Property, Plant and Equipment | ||
Fixed assets, gross | 32,851 | 30,928 |
Computer and communications equipment | ||
Property, Plant and Equipment | ||
Fixed assets, gross | $ 27,382 | $ 26,168 |
Fixed Assets, Net - Narrative (
Fixed Assets, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | |||
Depreciation expense | $ 22 | $ 22.9 | $ 22.7 |
Impairment charges | 0 | 6 | 5 |
Software, including software development costs | |||
Property, Plant and Equipment | |||
Software development costs capitalized | 0.7 | 2 | 5.9 |
Amortization of software development costs | $ 1.3 | $ 1.3 | $ 2 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description | |||
Remaining lease terms | 16 years | ||
Operating lease costs | $ 75,500 | $ 50,400 | $ 47,100 |
Operating lease payments | 81,700 | 49,000 | 44,400 |
Short-term lease expense | 1,100 | 800 | 2,300 |
Sublease income | $ 600 | 1,300 | 700 |
Impairment charges | $ 5,100 | ||
Weighted average discount rate | 3.95% | 7.11% | |
Weighted average lease term | 7 years 4 months 24 days | 8 years 2 months 12 days | |
Right-of-use assets | $ 606,634 | $ 190,469 | |
Right-of-use liabilities | $ 81,958 | $ 29,468 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable, accrued expenses and other liabilities (see Note 29) | Accounts payable, accrued expenses and other liabilities (see Note 29) | |
Right-of-use liabilities, non-current | $ 586,069 | $ 218,629 | |
Rent expense, under 842 | $ 105,200 | $ 49,900 | $ 49,400 |
Minimum | |||
Lessee, Lease, Description | |||
Remaining lease terms | 1 year | ||
Options to extend leases | 5 years | ||
Maximum | |||
Lessee, Lease, Description | |||
Options to extend leases | 10 years |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due | ||
Year one | $ 113,822 | |
Year two | 112,840 | $ 45,701 |
Year three | 106,038 | 42,072 |
Year four | 101,211 | 40,507 |
Year five | 96,493 | 37,866 |
Year six | 36,520 | |
After year five | 274,764 | |
After year six | 126,668 | |
Total lease payments | 805,168 | 329,334 |
Less: Interest | 137,141 | 81,237 |
Present value of lease liability | $ 668,027 | $ 248,097 |
Other Current Assets and Othe_3
Other Current Assets and Other Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Derivative assets | $ 8,501 | $ 32,259 |
Prepaid expenses | 36,422 | 18,900 |
Other taxes | 17,383 | 9,204 |
Rent and other deposits | 20,471 | 1,539 |
Other | 560 | 1,888 |
Total other current assets | $ 83,337 | $ 63,790 |
Other Current Assets and Othe_4
Other Current Assets and Other Assets - Summary of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Deferred tax assets | $ 70,191 | $ 187,526 |
Equity method investment | 88,308 | 88,315 |
Debt securities | 0 | 12,754 |
Non-marketable investments | 20,017 | 9,927 |
Derivative assets | 0 | 9,229 |
Other | 33,965 | 15,171 |
Total | $ 212,481 | $ 322,922 |
Repurchase Agreements and Sec_2
Repurchase Agreements and Securities Loaned (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Repurchase agreements and securities loaned | $ 140,007 | $ 33,278 |
Cantor | ||
Debt Instrument | ||
Repurchase agreements and securities loaned | 140,000 | 33,300 |
Securities loaned, fair value | $ 182,000 | $ 32,600 |
Stated interest rate | 0.95% | 0.85% |
Warehouse Facilities Collater_3
Warehouse Facilities Collateralized by U.S. Government Sponsored Enterprises (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Securities Financing Transaction | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | $ 1,050,693,000 | $ 1,061,202,000 |
Outstanding draws | 1,050,693,000 | 1,061,202,000 |
Committed Lines | ||
Securities Financing Transaction | ||
Lines available | 1,450,000,000 | |
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 1,061,202,000 | |
Outstanding draws | 1,061,202,000 | |
Uncommitted Lines | ||
Securities Financing Transaction | ||
Lines available | 700,000,000 | |
Warehouse Facility Due October 7, 2022 | ||
Securities Financing Transaction | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 384,571,000 | 358,247,000 |
Outstanding draws | $ 384,571,000 | 358,247,000 |
Warehouse Facility Due October 7, 2022 | LIBOR | Minimum | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.30% | |
Warehouse Facility Due October 7, 2022 | LIBOR | Maximum | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.40% | |
Warehouse Facility Due October 7, 2022 | Committed Lines | ||
Securities Financing Transaction | ||
Lines available | $ 600,000,000 | |
Warehouse Facility Due October 7, 2022 | Committed Lines | Minimum | ||
Securities Financing Transaction | ||
Warehouse credit facility increase (decrease) | 300,000,000 | |
Warehouse Facility Due October 7, 2022 | Committed Lines | Maximum | ||
Securities Financing Transaction | ||
Warehouse credit facility increase (decrease) | $ 900,000,000 | |
Warehouse Facility Due October 7, 2022 | Committed Lines | LIBOR | Minimum | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.80% | |
Warehouse Facility Due October 7, 2022 | Sublimit Lines | ||
Securities Financing Transaction | ||
Lines available | $ 125,000,000 | |
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 0 | |
Outstanding draws | 0 | |
Warehouse Facility Due June 15, 2022 (1) | ||
Securities Financing Transaction | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 243,659,000 | 292,040,000 |
Outstanding draws | $ 243,659,000 | 292,040,000 |
Warehouse Facility Due June 15, 2022 (1) | LIBOR | Minimum | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.30% | |
Warehouse Facility Due June 15, 2022 (1) | LIBOR | Maximum | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.40% | |
Warehouse Facility Due June 15, 2022 (1) | Committed Lines | ||
Securities Financing Transaction | ||
Lines available | $ 450,000,000 | |
Warehouse Facility Due June 15, 2022 (2) | ||
Securities Financing Transaction | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 135,601,000 | |
Outstanding draws | $ 135,601,000 | |
Warehouse Facility Due June 15, 2022 (2) | LIBOR | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.30% | |
Warehouse Facility Due June 15, 2022 (2) | Uncommitted Lines | ||
Securities Financing Transaction | ||
Lines available | $ 300,000,000 | |
Warehouse facility due September 25, 2022 | ||
Securities Financing Transaction | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 193,091,000 | 146,380,000 |
Outstanding draws | $ 193,091,000 | 146,380,000 |
Warehouse facility due September 25, 2022 | LIBOR | Minimum | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.30% | |
Warehouse facility due September 25, 2022 | LIBOR | Maximum | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.40% | |
Warehouse facility due September 25, 2022 | Committed Lines | ||
Securities Financing Transaction | ||
Lines available | $ 400,000,000 | |
Fannie Mae repurchase agreement, open maturity | ||
Securities Financing Transaction | ||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | 93,771,000 | 264,535,000 |
Outstanding draws | $ 93,771,000 | $ 264,535,000 |
Fannie Mae repurchase agreement, open maturity | LIBOR | ||
Securities Financing Transaction | ||
Basis spread on variable rate | 1.15% | |
Fannie Mae repurchase agreement, open maturity | Uncommitted Lines | ||
Securities Financing Transaction | ||
Lines available | $ 400,000,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 16, 2020 | Nov. 06, 2018 |
Debt Instrument | ||||
Long-term debt | $ 545,239 | $ 680,385 | ||
Senior Notes | 6.125% Senior Notes | ||||
Debt Instrument | ||||
Long-term debt | $ 545,239 | 542,772 | ||
Stated interest rate | 6.125% | 6.125% | 6.125% | |
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument | ||||
Long-term debt | $ 0 | $ 137,613 | ||
Stated interest rate | 0.00% | 1.90% |
Long-Term Debt - Senior Notes N
Long-Term Debt - Senior Notes Narrative (Details) - Senior Notes - 6.125% Senior Notes - USD ($) | Dec. 31, 2021 | Jun. 16, 2020 | Nov. 06, 2018 | Nov. 01, 2018 |
Debt Instrument | ||||
Stated interest rate | 6.125% | 6.125% | 6.125% | |
Debt instrument face amount | $ 550,000,000 | |||
Debt price level | 98.94% | |||
Debt instrument yield | 6.375% |
Long-Term Debt - Senior Notes C
Long-Term Debt - Senior Notes Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Details for the Senior Notes | ||
Total | $ 545,239 | $ 680,385 |
Senior Notes | 6.125% Senior Notes | ||
Details for the Senior Notes | ||
Principal balance | 550,000 | 550,000 |
Less: Debt issue cost | 2,404 | 3,688 |
Less: debt discount | 2,357 | 3,540 |
Total | $ 545,239 | $ 542,772 |
Long-Term Debt - Senior Notes_2
Long-Term Debt - Senior Notes Net Interest Expense (Details) - Senior Notes - 6.125% Senior Notes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Expense and Amortization of Debt Issue Costs | |||
Interest expense | $ 33,687 | $ 33,687 | $ 34,730 |
Debt issue cost amortization | 1,284 | 1,284 | 1,282 |
Debt discount amortization | 1,183 | 1,183 | 565 |
Total | $ 36,154 | $ 36,154 | $ 36,577 |
Long-Term Debt - Debt Repurchas
Long-Term Debt - Debt Repurchase Program Narrative (Details) - USD ($) | Dec. 31, 2021 | Jun. 16, 2020 | Nov. 06, 2018 |
Equity, Class of Treasury Stock | |||
Remaining from debt repurchase authorization | $ 50,000,000 | ||
6.125% Senior Notes | Senior Notes | |||
Equity, Class of Treasury Stock | |||
Authorized amount | $ 50,000,000 | ||
Stated interest rate | 6.125% | 6.125% | 6.125% |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facility Narrative (Details) - USD ($) | Mar. 16, 2020 | Feb. 26, 2020 | Nov. 28, 2018 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility | |||||||
Repayments of lines of credit | $ 9,152,656,000 | $ 11,522,677,000 | $ 9,545,964,000 | ||||
Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Maximum revolving credit | $ 465,000,000 | $ 425,000,000 | $ 250,000,000 | ||||
Long-term debt term | 3 years | ||||||
Repayments of lines of credit | $ 140,000,000 | ||||||
Stated interest rate | 0.00% | 1.90% | |||||
LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.75% | 1.75% | |||||
Interest Rate Option Two | Federal Funds Rate | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 0.50% | ||||||
Interest Rate Option Two | One-month LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.00% | ||||||
Interest Rate Option Two | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 2.00% | ||||||
Interest Rate Option One | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.00% | ||||||
Minimum | Interest Rate Option Two | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.25% | ||||||
Minimum | Interest Rate Option One | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 0.25% | ||||||
Maximum | Interest Rate Option Two | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 2.25% | ||||||
Maximum | Interest Rate Option One | LIBOR | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Basis spread on variable rate | 1.25% | ||||||
Weighted Average | Line of Credit | Revolving Credit Facility | |||||||
Line of Credit Facility | |||||||
Interest rate in the period | 1.03% | 2.37% |
Long-Term Debt - Credit Facil_2
Long-Term Debt - Credit Facility Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Details for the Credit Facility | ||
Long-term debt | $ 545,239 | $ 680,385 |
Revolving Credit Facility | Line of Credit | ||
Details for the Credit Facility | ||
Principal balance | 0 | 140,000 |
Less: Debt issue cost | 0 | 2,387 |
Long-term debt | $ 0 | $ 137,613 |
Long-Term Debt - Credit Facil_3
Long-Term Debt - Credit Facility Net Interest Expense (Details) - Revolving Credit Facility - Line of Credit - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Expense and Amortization of Debt Issue Costs | |||
Interest expense | $ 1,623 | $ 6,618 | $ 1,865 |
Debt issue cost amortization | 826 | 1,101 | 565 |
Unused facility fee | 972 | 354 | 627 |
Total | $ 3,421 | $ 8,073 | $ 3,057 |
Financial Guarantee Liability -
Financial Guarantee Liability - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)loan | Dec. 31, 2020USD ($)loan | |
Guarantor Obligations | ||
Outstanding loan balances | $ 25,800,000 | $ 24,000,000 |
Maximum loss potential | 7,800,000 | 7,200,000 |
Portion covered by Credit Enhancement Agreement | 6,200 | |
Provision for expected credit losses | (3,592) | 11,631 |
Delinquent | ||
Guarantor Obligations | ||
Outstanding loan balances | 33,600 | 53,500 |
Maximum loss potential | $ 11,200 | $ 17,800 |
Number of loans | loan | 2 | 4 |
Liquidation value of loans outstanding | $ 28,400 | $ 39,000 |
Potential loss on liquidation of loan | $ 2,300 | $ 5,300 |
Fannie Mae DUS or Freddie TAH Loans | Maximum | ||
Guarantor Obligations | ||
Percentage of contingent liability of actual losses incurred on outstanding loans | 33.00% |
Financial Guarantee Liability_2
Financial Guarantee Liability - Summary of Changes on Estimated Liability Under Guarantee Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Guaranty LIability: | ||
Beginning balance | $ 29,581 | $ 15 |
Provision for expected credit losses | (3,592) | 11,631 |
Ending balance | $ 25,989 | 29,581 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Guaranty LIability: | ||
Beginning balance | $ 17,935 |
Concentrations of Credit Risk (
Concentrations of Credit Risk (Details) - Fannie Mae DUS and Freddie Mac TAH Loans - Liabilities - Credit Concentration Risk - USD ($) $ in Billions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk | ||
Maximum DB Cayman credit protection | $ 7.8 | $ 7.2 |
California | ||
Concentration Risk | ||
Concentration risk percentage | 20.00% | 21.00% |
Texas | ||
Concentration Risk | ||
Concentration risk percentage | 13.00% | 14.00% |
Escrow and Custodial Funds (Det
Escrow and Custodial Funds (Details) - USD ($) $ in Billions | Dec. 31, 2021 | Dec. 31, 2020 |
Deposit Assets Disclosure [Abstract] | ||
Escrow funds amount | $ 2.3 | $ 1.3 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Fair Value Hierarchy of Financial Assets and Liabilities under U.S. GAAP Guidance (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Marketable securities | $ 524,569 | $ 33,283 |
Loans held for sale, at fair value | 1,072,479 | 1,086,805 |
Debt securities | 0 | 12,754 |
Total assets | 1,605,549 | 1,174,330 |
Liabilities: | ||
Contingent consideration | 12,338 | 31,481 |
Total Liabilities | 17,354 | 49,429 |
Rate lock commitments | ||
Assets: | ||
Derivative asset | 3,957 | 21,034 |
Liabilities: | ||
Derivative liability | 2,836 | 2,977 |
Nasdaq Forwards | ||
Assets: | ||
Derivative asset | 0 | 12,822 |
Forward sale contracts | ||
Assets: | ||
Derivative asset | 4,544 | 7,632 |
Liabilities: | ||
Derivative liability | 2,180 | 14,971 |
Level 1 | ||
Assets: | ||
Marketable securities | 524,569 | 33,283 |
Loans held for sale, at fair value | 0 | 0 |
Debt securities | 0 | |
Total assets | 524,569 | 33,283 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 1 | Rate lock commitments | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | 0 |
Level 1 | Nasdaq Forwards | ||
Assets: | ||
Derivative asset | 0 | 0 |
Level 1 | Forward sale contracts | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | 0 |
Level 2 | ||
Assets: | ||
Marketable securities | 0 | 0 |
Loans held for sale, at fair value | 1,072,479 | 1,086,805 |
Debt securities | 12,754 | |
Total assets | 1,072,479 | 1,099,559 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total Liabilities | 0 | 0 |
Level 2 | Rate lock commitments | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | 0 |
Level 2 | Nasdaq Forwards | ||
Assets: | ||
Derivative asset | 0 | 0 |
Level 2 | Forward sale contracts | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liability | 0 | 0 |
Level 3 | ||
Assets: | ||
Marketable securities | 0 | 0 |
Loans held for sale, at fair value | 0 | 0 |
Debt securities | 0 | |
Total assets | 8,501 | 41,488 |
Liabilities: | ||
Contingent consideration | 12,338 | 31,481 |
Total Liabilities | 17,354 | 49,429 |
Level 3 | Rate lock commitments | ||
Assets: | ||
Derivative asset | 3,957 | 21,034 |
Liabilities: | ||
Derivative liability | 2,836 | 2,977 |
Level 3 | Nasdaq Forwards | ||
Assets: | ||
Derivative asset | 0 | 12,822 |
Level 3 | Forward sale contracts | ||
Assets: | ||
Derivative asset | 4,544 | 7,632 |
Liabilities: | ||
Derivative liability | $ 2,180 | $ 14,971 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Changes in Level 3 Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | $ 41,488 | $ 72,926 |
Total realized and unrealized gains (losses) included in Net income | (4,321) | 14,986 |
Issuances | 0 | 0 |
Settlements | (28,666) | (46,424) |
Closing Balance | 8,501 | 41,488 |
Unrealized gains (losses) outstanding | 8,501 | 41,488 |
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 49,429 | 70,833 |
Total realized and unrealized gains (losses) included in Net income | 3,665 | 6,885 |
Issuances | 0 | 2,221 |
Settlements | (35,740) | (30,510) |
Closing Balance | 17,354 | 49,429 |
Unrealized (gains) losses outstanding, at end of period | 17,354 | 17,540 |
Rate lock commitments | ||
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | 21,034 | 32,035 |
Total realized and unrealized gains (losses) included in Net income | 3,957 | 21,034 |
Issuances | 0 | 0 |
Settlements | (21,034) | (32,035) |
Closing Balance | 3,957 | 21,034 |
Unrealized gains (losses) outstanding | 3,957 | 21,034 |
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 2,977 | 12,124 |
Total realized and unrealized gains (losses) included in Net income | 2,836 | 2,977 |
Issuances | 0 | |
Settlements | (2,977) | (12,124) |
Closing Balance | 2,836 | 2,977 |
Unrealized (gains) losses outstanding, at end of period | 2,836 | 2,977 |
Forward sale contracts | ||
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | 7,632 | 14,389 |
Total realized and unrealized gains (losses) included in Net income | 4,544 | 7,632 |
Issuances | 0 | 0 |
Settlements | (7,632) | (14,389) |
Closing Balance | 4,544 | 7,632 |
Unrealized gains (losses) outstanding | 4,544 | 7,632 |
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 14,971 | 13,537 |
Total realized and unrealized gains (losses) included in Net income | 2,180 | 14,971 |
Issuances | 0 | |
Settlements | (14,971) | (13,537) |
Closing Balance | 2,180 | 14,971 |
Unrealized (gains) losses outstanding, at end of period | 2,180 | 14,971 |
Nasdaq Forwards | ||
Assets, Unobservable Input Reconciliation: | ||
Opening Balance | 12,822 | 26,502 |
Total realized and unrealized gains (losses) included in Net income | (12,822) | (13,680) |
Issuances | 0 | 0 |
Settlements | 0 | 0 |
Closing Balance | 0 | 12,822 |
Unrealized gains (losses) outstanding | 0 | 12,822 |
Contingent consideration | ||
Liabilities, Unobservable Input Reconciliation: | ||
Opening Balance | 31,481 | 45,172 |
Total realized and unrealized gains (losses) included in Net income | (1,351) | (11,063) |
Issuances | 0 | 2,221 |
Settlements | (17,792) | (4,849) |
Closing Balance | 12,338 | 31,481 |
Unrealized (gains) losses outstanding, at end of period | $ 12,338 | $ (408) |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Quantitative Information about Level 3 Fair Value Measurements (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets | $ 8,501 | $ 41,488 |
Liabilities | 5,016 | 17,948 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration | $ 12,338 | $ 31,481 |
Level 3 | Minimum | Discount rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.040 | 0.003 |
Level 3 | Minimum | Probability of meeting earnout and contingencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0 | 0 |
Level 3 | Maximum | Discount rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.102 | 0.104 |
Level 3 | Maximum | Probability of meeting earnout and contingencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.990 | 1 |
Level 3 | Weighted Average | Discount rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.081 | 0.071 |
Level 3 | Weighted Average | Probability of meeting earnout and contingencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.916 | 0.939 |
Level 3 | Nasdaq Forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets | $ 0 | $ 12,822 |
Level 3 | Nasdaq Forwards | Minimum | Implied volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.424 | |
Level 3 | Nasdaq Forwards | Maximum | Implied volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.426 | |
Level 3 | Nasdaq Forwards | Weighted Average | Implied volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration liability, measurement input | 0.425 | |
Level 3 | Forward Sale Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets | 4,544 | $ 7,632 |
Liabilities | 2,180 | 14,971 |
Level 3 | Rate lock commitments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Assets | 3,957 | 21,034 |
Liabilities | $ 2,836 | $ 2,977 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Debt securities | $ 20,000 | $ 9,900 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration | 12,338 | 31,481 |
Contingent consideration, at cost | 13,200 | 51,300 |
Level 3 | Present value of expected payments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Contingent consideration | $ 12,300 | $ 31,500 |
Related Party Transactions - Se
Related Party Transactions - Service Agreements and Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction | |||
Fees to related parties | $ 23,789 | $ 22,573 | $ 25,025 |
Loans, forgivable loans and other receivables from employees and partners, net | 453,345 | 454,270 | |
Labor and related expense | 2,185,232 | 1,278,119 | 1,534,824 |
Employee Loans | |||
Related Party Transaction | |||
Loans, forgivable loans and other receivables from employees and partners, net | 453,300 | 454,300 | |
Labor and related expense | 79,400 | 73,600 | 39,000 |
Cantor Fitzgerald Limited Partnership And B G C Partners Incorporation | |||
Related Party Transaction | |||
Fees to related parties | $ 23,800 | $ 22,600 | $ 25,000 |
Related Party Transactions - Tr
Related Party Transactions - Transfer of Employees to Newmark and Other Related Party Transactions (Details) shares in Millions | May 01, 2018USD ($)employee | Jul. 31, 2020USD ($) | Feb. 28, 2019USD ($) | Oct. 31, 2018USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction | |||||||
Total stockholders’ equity | $ 1,277,927,000 | $ 655,049,000 | |||||
Redeemable partnership interests | $ 20,947,000 | $ 20,045,000 | $ 21,517,000 | ||||
CCRE | |||||||
Related Party Transaction | |||||||
Number of employees transferred | employee | 5 | ||||||
Proceeds from limited partnership units | $ 6,900,000 | ||||||
Total stockholders’ equity | $ 6,900,000 | ||||||
Redeemable partnership interests | 2,200,000 | ||||||
Maximum revenue share to related party in first two years | $ 3,300,000 | ||||||
Payments to related party | $ 3,300,000 | ||||||
CCRE | Newmark Holdings, L.P. | |||||||
Related Party Transaction | |||||||
Proceeds from issuance of EPUs | 6,700,000 | ||||||
Limited partnership unit cash distributions | $ 200,000 | ||||||
Issuance of additional limited partners units in exchange (in shares) | shares | 2.2 | ||||||
Issuance of additional limited partners units in exchange for cash payment | $ 500,000 | ||||||
Issuance of additional limited partnership units with capital account | $ 2,200,000 | ||||||
Cantor Fitzgerald Limited Partnership And B G C Partners Incorporation | Government Sponsored Enterprise Loans | |||||||
Related Party Transaction | |||||||
Maximum amount per loan | $ 100,000,000 | ||||||
Limit on loans that have not yet been acquired or sold | 250,000,000 | ||||||
Limit on loans outstanding | $ 250,000,000 |
Related Party Transactions - _2
Related Party Transactions - Transactions with CCRE (Details) - USD ($) | Aug. 16, 2019 | Jul. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction | |||||
Purchase of mortgage servicing rights | $ 0 | $ 200,000 | $ 1,489,000 | ||
Mortgage servicing right recognized | 89,075,000 | 116,100,000 | 88,836,000 | ||
Third Party Bank And Cantor Commercial Real Estate LP | |||||
Related Party Transaction | |||||
Amount of loan purchased by third-party (in percentage) | 80.00% | ||||
Amount of loan retained by third-party (in percentage) | 20.00% | ||||
Interest rate on loans receivable (in percentage) | 4.38% | ||||
Fee paid to Newmark for brokering loan | $ 700,000 | ||||
Real Estate Loan | Third Party Bank And Cantor Commercial Real Estate LP | |||||
Related Party Transaction | |||||
Commercial real estate loan | $ 146,600,000 | ||||
CCRE | Loan Referral Agreement | |||||
Related Party Transaction | |||||
Revenue from loan referral agreement | 0 | 0 | |||
CCRE | Primary Servicing Rights | |||||
Related Party Transaction | |||||
MSR acquired | 0 | 227,000,000 | |||
Purchase of mortgage servicing rights | 200,000 | ||||
Mortgage servicing right recognized | $ 3,600,000 | $ 3,800,000 | $ 3,800,000 | ||
Barry M. Gosin | Third Party Bank And Cantor Commercial Real Estate LP | |||||
Related Party Transaction | |||||
Ownership interest of loans receivable (in percentage) | 19.00% |
Related Party Transactions - _3
Related Party Transactions - Transactions With Executive Officers and Directors (Details) | Dec. 21, 2021USD ($)$ / sharesshares | Sep. 20, 2021shares | Jun. 28, 2021USD ($)$ / sharesshares | Apr. 27, 2021USD ($)$ / sharesshares | Mar. 16, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Nov. 30, 2021$ / sharesshares | Oct. 31, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 28, 2021USD ($) | Dec. 13, 2017 |
Related Party Transaction | ||||||||||||||||
Fees to related parties | $ | $ 23,789,000 | $ 22,573,000 | $ 25,025,000 | |||||||||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | $ | $ 6,898,000 | |||||||||||||||
Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Treasury stock repurchases (in shares) | 4,286,836 | 2,085,492 | 3,064,959 | 6,307,802 | 3,613,098 | 879,243 | 20,237,430 | 930,226 | 4,518,002 | |||||||
Shares repurchased price (in dollars per share) | $ / shares | $ 16.77 | $ 16.20 | $ 14.71 | $ 13.34 | $ 12.81 | $ 10.58 | $ 14.37 | |||||||||
Limited partnership units exchange ratio | 1 | |||||||||||||||
Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Related party transaction, amounts of transaction | $ | $ 15,697,309 | |||||||||||||||
Preferred stock, tax rate used in transaction, percent | 53.13% | |||||||||||||||
PSU conversion ratio | 0.9365 | |||||||||||||||
Value of LPU issued in exchange | $ | $ 5,800,000 | |||||||||||||||
Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 0 | |||||||||||||||
Mr. Gosin | Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 446,711 | 1,439,658 | ||||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 16.47 | |||||||||||||||
Related party transaction, shares issued, exchange ratio | 93.39% | |||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 178,232 | |||||||||||||||
Share price (in dollars per share) | $ / shares | $ 11.09 | |||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||
Cash payment to redeem | $ | $ 9,200,000 | |||||||||||||||
Grant of exchangeability, redemption and issuance of limited partnership interests and issuance of common stock (in shares) | 2,114,456 | |||||||||||||||
Mr. Gosin | Class A Common Stock | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 12,500 | |||||||||||||||
Cash payment to redeem | $ | $ 9,800,000 | |||||||||||||||
Number of exchangeable (in shares) | 3,348,706 | |||||||||||||||
Mr. Gosin | Class A Common Stock | Newmark Units | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 82,680 | |||||||||||||||
Howard W. Lutnick | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Related party transaction, amounts of transaction | $ | $ 10,340,015 | |||||||||||||||
Preferred stock, tax rate used in transaction, percent | 57.38% | |||||||||||||||
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPU's | $ | $ 21,600,000 | |||||||||||||||
Accrued bonus | $ | $ 50,000,000 | |||||||||||||||
Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 1,131,774 | |||||||||||||||
Howard W. Lutnick | Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 267,572 | 263,025 | 5,154 | |||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 16.47 | |||||||||||||||
Related party transaction, shares issued, exchange ratio | 93.39% | |||||||||||||||
PSU conversion ratio | 0.9403 | |||||||||||||||
Shares repurchased price (in dollars per share) | $ / shares | $ 10.67 | |||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||
Number of exchangeable PPSU redeemed (in shares) | 193,530 | |||||||||||||||
Cash payment to redeem | $ | $ 2,500,000 | |||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 793,398 | |||||||||||||||
Howard W. Lutnick | Class A Common Stock | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 88,636 | |||||||||||||||
Mr. Merkel | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 30,926 | |||||||||||||||
Payment of withholding tax rate for common stock issue | $ | $ 800,000 | $ 300,000 | ||||||||||||||
Number of share issued for non exchangeable PPSU (in shares) | 86,649 | |||||||||||||||
Shares repurchased price (in dollars per share) | $ / shares | $ 10.67 | |||||||||||||||
Mr. Merkel | Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 28,962 | |||||||||||||||
Share price (in dollars per share) | $ / shares | $ 11.09 | |||||||||||||||
Treasury stock repurchases (in shares) | 68,727 | |||||||||||||||
Michael J. Rispoli | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Value of LPU issued in exchange | $ | $ 100,000 | |||||||||||||||
Michael J. Rispoli | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 100,000 | |||||||||||||||
Michael J. Rispoli | Preferred Units | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 6,043 | |||||||||||||||
Payment of withholding tax rate for common stock issue | $ | $ 100,000 | |||||||||||||||
Number of share issued for non exchangeable PPSU (in shares) | 4,907 | |||||||||||||||
Determination price (in dollars per share) | $ / shares | $ 15.57 | |||||||||||||||
Michael J. Rispoli | Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 21,744 | |||||||||||||||
Share price (in dollars per share) | $ / shares | $ 11.09 | |||||||||||||||
PSU conversion ratio | 0.9365 | |||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||
Michael J. Rispoli | Class A Common Stock | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 383 | |||||||||||||||
Cash payment to redeem | $ | $ 100,000 | |||||||||||||||
Number of exchangeable (in shares) | 36,985 | |||||||||||||||
Executive Officer | Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 12.50 | |||||||||||||||
Executive Officer | Class A Common Stock | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Share price (in dollars per share) | $ / shares | 5.86 | |||||||||||||||
Executive Officer | Class A Common Stock | Nasdaq | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 177.11 | |||||||||||||||
Stephen M. Merkel | Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 48,072 | |||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||
Non Exchangeable PPSU | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Stock redeemed or called during period (in shares) | 838,996 | |||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 8,339,980 | |||||||||||||||
Fees to related parties | $ | $ 7,357,329 | |||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 0 | |||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 539,080.23 | |||||||||||||||
Non Exchangeable PPSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 264,985 | |||||||||||||||
Number of exchangeable PSU redeemed (in shares) | 2,114,546 | |||||||||||||||
Non Exchangeable PPSU | Howard W. Lutnick | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Stock redeemed or called during period (in shares) | 188,883 | |||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 22,900,000 | |||||||||||||||
Stock redeemed or called during period, value | $ | $ 1,954,728 | |||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 1,770,016 | |||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 602,462.94 | |||||||||||||||
Non Exchangeable PPSU | Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Cash payment to redeem | $ | $ 2,400,000 | |||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 1,018,390 | |||||||||||||||
Number of exchangeable PSU redeemed (in shares) | 425,766 | |||||||||||||||
Non Exchangeable PPSU | Mr. Merkel | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 19,426 | |||||||||||||||
Payment of withholding tax rate for common stock issue | $ | $ 200,000 | |||||||||||||||
Non Exchangeable PPSU | Michael J. Rispoli | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 4,917 | |||||||||||||||
Non Exchangeable PPSU | Stephen M. Merkel | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 500,000 | |||||||||||||||
Number of non exchangeable PPSU redeemed (in shares) | 46,349.87 | |||||||||||||||
Non Exchangeable PSU | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Stock redeemed or called during period (in shares) | 478,328 | |||||||||||||||
Stock redeemed or called during period, value | $ | $ 0 | |||||||||||||||
Number of non exchangeable PSU converted (in shares) | 443,871.6 | |||||||||||||||
Non Exchangeable PSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU converted (in shares) | 1,592,016 | |||||||||||||||
Non Exchangeable PSU | Howard W. Lutnick | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Stock redeemed or called during period (in shares) | 286,511 | |||||||||||||||
Stock redeemed or called during period, value | $ | $ 0 | |||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 2,909,819 | |||||||||||||||
Number of non exchangeable PSU converted (in shares) | 552,482.62 | |||||||||||||||
Non Exchangeable PSU | Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 88,636 | |||||||||||||||
Number of non exchangeable PSU converted (in shares) | 1,131,774 | |||||||||||||||
Non Exchangeable PSU | Mr. Merkel | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of share issued for non exchangeable PPSU (in shares) | 145,384 | |||||||||||||||
Non Exchangeable PSU | Michael J. Rispoli | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 6,000 | |||||||||||||||
Number of non exchangeable PSU converted (in shares) | 5,846 | |||||||||||||||
Exchangeable PPSU | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable PPSU redeemed (in shares) | 60,753.97 | |||||||||||||||
Exchangeable PPSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable PPSU redeemed (in shares) | 80,891 | |||||||||||||||
Exchangeable PPSU | Howard W. Lutnick | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Stock redeemed or called during period (in shares) | 193,530 | |||||||||||||||
Stock redeemed or called during period, value | $ | $ 1,465,873 | |||||||||||||||
Exchangeable PPSU | Michael J. Rispoli | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable PPSU redeemed (in shares) | 18,668.77 | |||||||||||||||
Cash payment to redeem | $ | $ 200,000 | |||||||||||||||
Exchangeable PPSU | Michael J. Rispoli | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable PPSU redeemed (in shares) | 29,791 | |||||||||||||||
Non Exchangeable NPPSU | Howard W. Lutnick | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | 1,284,376 | |||||||||||||||
Fees to related parties | $ | $ 4,406,915 | |||||||||||||||
Number of non exchangeable NPPSU redeemed (in shares) | 127,799 | |||||||||||||||
Number of non exchangeable NPPSU monetized (in shares) | 122,201 | |||||||||||||||
Payment to redeem non exchangeable monetized shares, net | $ | $ 1,228,124 | |||||||||||||||
PSU | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 526,828 | |||||||||||||||
Number of exchangeable (in shares) | 1,438,597.37 | |||||||||||||||
PSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 3,147,085 | |||||||||||||||
PSU | Howard W. Lutnick | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 2,736,103 | 4,423,457 | ||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 279,725 | |||||||||||||||
PSU | Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 520,380 | |||||||||||||||
PSU | Howard W. Lutnick | Class A Common Stock | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 520,380 | |||||||||||||||
PSU | Mr. Merkel | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 73,387 | |||||||||||||||
PSU | Michael J. Rispoli | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 23,124 | |||||||||||||||
PSU | Stephen M. Merkel | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 51,124.28 | |||||||||||||||
Non Exchangeable A P S U | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable PSU redeemed (in shares) | 30,871 | |||||||||||||||
Non Exchangeable HDU | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable HUD (in shares) | 443,871.6 | |||||||||||||||
Payment to convert non exchangeable shares, net | $ | $ 5,400,000 | |||||||||||||||
Non Exchangeable HDU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable HUD (in shares) | 1,592,016 | |||||||||||||||
Non Exchangeable HDU | Howard W. Lutnick | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Cash payment to redeem non exchangeable shares | $ | $ 8,000,000 | |||||||||||||||
Number of non exchangeable HUD (in shares) | 552,482.62 | |||||||||||||||
Non Exchangeable HDU | Howard W. Lutnick | Class A Common Stock | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 29,059 | |||||||||||||||
Non Exchangeable HDU | Michael J. Rispoli | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of non exchangeable HUD (in shares) | 5,846 | |||||||||||||||
BGC Holdings H U D | Howard W. Lutnick | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Payment of withholding tax rate for common stock issue | $ | $ 300,000 | |||||||||||||||
Holdings Unit | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 1,531,061.84 | |||||||||||||||
Holdings Unit | Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 3,348,706 | |||||||||||||||
Exchangeable APSU | Mr. Gosin | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 92,464.47 | |||||||||||||||
Exchangeable APSU | Mr. Gosin | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 201,621 | |||||||||||||||
Restricted Stock | Michael J. Rispoli | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Limited partnership units exchange ratio | 0.9403 | |||||||||||||||
Restricted Stock | Michael J. Rispoli | Class A Common Stock | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Issuance of Class A common stock for Newmark RSUs (in shares) | 5,642 | |||||||||||||||
Holdings PSU | Michael J. Rispoli | BGC Partners Inc | ||||||||||||||||
Related Party Transaction | ||||||||||||||||
Number of exchangeable (in shares) | 36,985 |
Related Party Transactions - CF
Related Party Transactions - CF Real Estate Finance Holdings, LP (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 08, 2017 |
Related Party Transaction | |||
Equity method investment | $ 88,308 | $ 88,315 | |
CF Real Estate Finance Holdings, L.P. | |||
Related Party Transaction | |||
Equity method investment | $ 100,000 |
Related Party Transactions - _4
Related Party Transactions - CF&Co (Details) - Cantor - USD ($) | 3 Months Ended | |||
Sep. 26, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 06, 2018 | |
Related Party Transaction | ||||
Fees for services | $ 4,000,000 | |||
Stated interest rate | 0.95% | 0.85% | ||
6.125% Senior Notes | ||||
Related Party Transaction | ||||
Debt instrument face amount | $ 550,000,000 | |||
Stated interest rate | 6.125% | |||
Debt instrument, fee amount | $ 800,000 |
Related Party Transactions - Ot
Related Party Transactions - Other Related Party Transactions and Cantor Rights to Purchase Cantor Units from Newmark Holdings (Details) | Oct. 28, 2021USD ($)shares | Jun. 28, 2021USD ($) | Mar. 31, 2021USD ($)shares | Nov. 30, 2018USD ($) | May 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 02, 2021shares | Nov. 30, 2020shares | May 15, 2020ft² | Dec. 02, 2019shares | Nov. 06, 2018 | Dec. 13, 2017 |
Related Party Transaction | ||||||||||||||
Accounts receivable, related parties | $ 8,262,000 | $ 0 | ||||||||||||
Payables to related parties | $ 10,762,000 | 4,392,000 | ||||||||||||
Remaining lease terms | 16 years | |||||||||||||
Operating lease payments | $ 81,700,000 | 49,000,000 | $ 44,400,000 | |||||||||||
Proceeds from sales of partnership interest | $ 6,898,000 | 0 | $ 0 | |||||||||||
Shares owned (in shares) | shares | 5,278,011 | 250,742 | 93,562 | |||||||||||
Knotel, Inc. | ||||||||||||||
Related Party Transaction | ||||||||||||||
Due from related party, percentage from sale | 10.00% | |||||||||||||
Common Stock | ||||||||||||||
Related Party Transaction | ||||||||||||||
Limited partnership units exchange ratio | 1 | |||||||||||||
Class A Common Stock | ||||||||||||||
Related Party Transaction | ||||||||||||||
Limited partnership units exchange ratio | 1 | |||||||||||||
Class A Common Stock | NEWMARK Group Inc Parent | ||||||||||||||
Related Party Transaction | ||||||||||||||
Limited partnership units exchange ratio | 0.9444 | |||||||||||||
Cantor | Founding partner interest | ||||||||||||||
Related Party Transaction | ||||||||||||||
Stock issued (in shares) | shares | 299,910 | 273,088 | ||||||||||||
Proceeds from sales of partnership interest | $ 975,064 | $ 1,105,598 | ||||||||||||
Cantor | Founding partner interest | Newmark Holdings | ||||||||||||||
Related Party Transaction | ||||||||||||||
Shares owned (in shares) | shares | 0 | |||||||||||||
Cantor | Limited partner interest | ||||||||||||||
Related Party Transaction | ||||||||||||||
Stock issued (in shares) | shares | 523,284 | 735,625 | ||||||||||||
Proceeds from sales of partnership interest | $ 1,898,363 | $ 2,918,919 | ||||||||||||
Affiliated Persons or Entities | RKF Retail Holdings LLC | Sublease Agreeement | ||||||||||||||
Related Party Transaction | ||||||||||||||
Remaining lease terms | 1 year | |||||||||||||
Area of real estate property | ft² | 21,000 | |||||||||||||
Affiliated Persons or Entities | BGC Holdings, L.P. | ||||||||||||||
Related Party Transaction | ||||||||||||||
Accounts receivable, related parties | $ 1,100,000 | |||||||||||||
Monthly payment on sublease | $ 15,000 | |||||||||||||
Operating lease payments | $ 500,000 | $ 800,000 | ||||||||||||
Employee of chairman | Knotel, Inc. | ||||||||||||||
Related Party Transaction | ||||||||||||||
Annual base salary | $ 125,000 | |||||||||||||
Employee of chairman | Knotel, Inc. | Maximum | ||||||||||||||
Related Party Transaction | ||||||||||||||
Annual discretionary bonus rate | 30.00% | |||||||||||||
Cantor Credit Agreement | Cantor | ||||||||||||||
Related Party Transaction | ||||||||||||||
Maximum revolving credit | $ 250,000,000 | |||||||||||||
Basis spread on variable rate | 1.00% |
Related Party Transactions - Sp
Related Party Transactions - Special Purpose Acquisition Company (Details) - SPAC | 1 Months Ended |
Apr. 30, 2021USD ($) | |
Related Party Transaction | |
Percentage of voting interests acquired | 75.00% |
Shares issued as compensation | $ 18,800 |
Government Sponsored Enterprise Loans | |
Related Party Transaction | |
Debt instrument face amount | $ 300,000 |
Government Sponsored Enterprise Loans | Cantor | |
Related Party Transaction | |
Percentage of voting interests acquired | 25.00% |
Related Party Transactions - Ne
Related Party Transactions - Newmark OpCo Borrowing Facility with Cantor (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Aug. 02, 2021 | Dec. 31, 2020 |
Cantor | |||
Related Party Transaction | |||
Stated interest rate | 0.95% | 0.85% | |
Affiliated Persons or Entities | |||
Related Party Transaction | |||
Percentage above fair market value of collateral provided (percent) | 130.00% | ||
Minimum maintenance margin of collateral provided (percent) | 120.00% | ||
Number of shares pledged (in shares) | 800,000 | ||
Outstanding amount under the borrowing facility | $ 140 | ||
Affiliated Persons or Entities | CF Secured | Revolving Credit Facility | |||
Related Party Transaction | |||
Debt instrument yield | 1.00% |
Related Party Transactions - Re
Related Party Transactions - Referral Feed to Cantor (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction | ||||
Referral of portfolio sale | $ 23,789 | $ 22,573 | $ 25,025 | |
Affiliated Persons or Entities | CRCA | Referral Fees | ||||
Related Party Transaction | ||||
Referral of portfolio sale | $ 300 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
U.S. federal | $ 93,368 | $ 24,880 | $ 63,359 |
U.S. state and local | 28,392 | 6,038 | 15,130 |
Foreign | 258 | 2,811 | 464 |
UBT | 2,291 | 2,845 | 1,335 |
Total | 124,309 | 36,574 | 80,288 |
Deferred: | |||
U.S. federal | 81,645 | 3,249 | (25,103) |
U.S. state and local | 34,675 | (1,912) | (4,025) |
Foreign | (38) | (120) | (15) |
UBT | 2,367 | (798) | 1,291 |
Deferred tax (benefit) provision | 118,649 | 419 | (27,852) |
Provision for income taxes | $ 242,958 | $ 36,993 | $ 52,436 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency | |||
Pre-tax income | $ 1,221,100,000 | $ 146,300,000 | $ 214,100,000 |
Pre-tax income (loss) from foreign operations | 4,800,000 | (4,500,000) | $ (6,400,000) |
Valuation allowance | 9,562,000 | 3,618,000 | |
Income tax expense (benefit), global intangible low-taxed income, net of foreign tax credits | 1,800,000 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 200,000 | ||
Income tax-related interest and penalties | 0 | ||
Foreign Tax Authority | |||
Income Tax Contingency | |||
Operating loss carryforwards | $ 8,600,000 |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Difference Between Actual Income Tax Expense and the Amount Calculated Utilizing the U.S. Federal Statutory Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at federal statutory rate | $ 256,430 | $ 30,717 | $ 44,971 |
Non-controlling interest | (57,269) | (10,378) | (15,097) |
Incremental impact of foreign taxes compared to the federal rate | (557) | 212 | (145) |
Other permanent differences | 850 | 5,272 | 9,915 |
U.S. state and local taxes, net of U.S. federal benefit | 58,866 | 5,984 | 12,271 |
New York City UBT | 4,658 | 2,046 | 2,627 |
Section 162(m) compensation deduction limitation | 9,227 | 0 | 0 |
Revaluation of deferred taxes related to ownership changes | (26,159) | (1,851) | (2,070) |
Other rate change | 5,249 | (2,896) | 4,527 |
Section 453A interest | 0 | 1,419 | 1,640 |
Valuation allowance | 5,920 | 2,137 | 2,902 |
Prior year true ups | (6,408) | 4,628 | (7,981) |
Other | (7,849) | (297) | (1,124) |
Provision for income taxes | $ 242,958 | $ 36,993 | $ 52,436 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset | ||
Basis difference of investments | $ 36,602 | $ 65,954 |
Deferred compensation | 99,414 | 167,251 |
Other deferred and accrued expenses | 11,182 | 4,874 |
Net Operating loss and credit carry-forwards | 8,574 | 3,740 |
Total deferred tax asset | 155,772 | 241,819 |
Valuation Allowance | (9,562) | (3,618) |
Deferred tax asset, net of allowance | 146,210 | 238,201 |
Deferred tax liability | ||
Depreciation and amortization | 76,019 | 50,675 |
Other | 0 | 0 |
Deferred tax liability | 76,019 | 50,675 |
Net deferred tax asset | $ 70,191 | $ 187,526 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 208 | $ 208 |
Increases for prior year tax positions | 0 | 0 |
Decreases for prior year tax positions | 0 | 0 |
Increases for current year tax positions | 0 | 0 |
Decreases related to settlements with taxing authorities | 0 | 0 |
Decreases related to a lapse of applicable statute of limitations | (208) | 0 |
Ending balance | $ 0 | $ 208 |
Accounts Payable, Accrued Exp_3
Accounts Payable, Accrued Expenses and Other Liabilities - Components of Current Portion of Accounts Payable, Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 223,158 | $ 97,304 |
Outside broker payable | 73,397 | 53,504 |
Payroll taxes payable | 80,249 | 60,696 |
Corporate taxes payable | 56,265 | 25,666 |
Derivative liability | 5,016 | 17,948 |
Right-of-use liabilities | 81,958 | 29,468 |
Credit enhancement deposit | 0 | 25,000 |
Contingent consideration | 8,703 | 16,962 |
Total | $ 528,746 | $ 326,548 |
Accounts Payable, Accrued Exp_4
Accounts Payable, Accrued Expenses and Other Liabilities - Components of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accrued compensation | $ 96,839 | $ 331,288 | |
Payroll and other taxes payable | 70,677 | 61,564 | |
Financial guarantee liability | 25,989 | 29,581 | $ 15 |
Deferred rent | 9,872 | 0 | |
Contingent consideration | 3,635 | 14,519 | |
Total | $ 207,012 | $ 436,952 |
Compensation - Narrative (Detai
Compensation - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Dec. 13, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares available for future awards (in shares) | 333,000,000 | |||
Number of conversion rights granted (in shares) | 500,000 | |||
Number of shares vested and converted (in shares) | 7,600,000 | |||
Unrecognized compensation expense related to unvested RSUs | $ | $ 86.6 | |||
Executives And Non Executives Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partners capital account units held by BGC (in shares) | 67,000,000 | |||
Non Distribution Earning Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 4 years | |||
Unit granted during period (in shares) | 3,700,000 | |||
Newmark Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units exchange ratio | 0.4545 | |||
NEWMARK Group Inc Parent | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partners capital account units held by BGC (in shares) | 11,691,406 | 20,184,716 | ||
Limited partnership units outstanding (in shares) | 18,419,613 | 66,626,185 | 60,800,852 | |
NEWMARK Group Inc Parent | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units outstanding (in shares) | 4,200,000 | 5,300,000 | ||
Exchangeable partnership units (in shares) | 1,300,000 | 2,000,000 | ||
BGC Holdings, L.P. | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units outstanding (in shares) | 8,663,930 | 54,422,002 | 56,053,701 | |
BGC Holdings, L.P. | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units outstanding (in shares) | 6,800,000 | 9,100,000 | ||
Exchangeable partnership units (in shares) | 3,100,000 | 4,500,000 | ||
Minimum | NEWMARK Group Inc Parent | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 3 years | |||
Maximum | NEWMARK Group Inc Parent | Limited Partnership Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award vesting period | 7 years | |||
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units exchange ratio | 1 | |||
Class A Common Stock | NEWMARK Group Inc Parent | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Limited partnership units exchange ratio | 0.9444 | |||
Newmark Equity Plan | Class A Common Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares authorized to be delivered pursuant to awards granted (in shares) | 400,000,000 | |||
Shares registered to be delivered pursuant to awards granted (in shares) | 65,000,000 |
Compensation - Compensation Exp
Compensation - Compensation Expense Related to Limited Partnership Units and Restricted Stock Units (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Issuance of common stock and exchangeability expenses | $ 317,281 | $ 36,458 | $ 35,499 |
Equity-based compensation and allocations of net income to limited partnership units and FPUs | 356,345 | 130,759 | 258,836 |
Limited Partnership Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Issuance of common stock and exchangeability expenses | (4,563) | 32,583 | 146,215 |
NEWMARK Group Inc Parent | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Equity-based compensation and allocations of net income to limited partnership units and FPUs | 356,345 | 130,759 | 258,836 |
NEWMARK Group Inc Parent | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Limited partnership units amortization | 16,795 | 12,565 | 5,204 |
NEWMARK Group Inc Parent | Limited Partnership Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Issuance of common stock and exchangeability expenses | 312,718 | 69,041 | 181,714 |
Allocations of net income to limited partnership units and FPUs | 55,183 | 30,461 | 50,410 |
Limited partnership units amortization | $ (28,351) | $ 18,692 | $ 21,508 |
Compensation - Activity Associa
Compensation - Activity Associated with Limited Partnership Units (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
NEWMARK Group Inc Parent | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Beginning balance (in shares) | 66,626,185 | 60,800,852 |
Number of units, Issued (in shares) | 10,143,799 | 12,569,298 |
Number of units, Redeemed/exchanged units (in shares) | (58,099,726) | (6,660,984) |
Number of units, Forfeited units (in shares) | (250,645) | (82,981) |
Ending balance (in shares) | 18,419,613 | 66,626,185 |
Exchangeable units (in shares) | 2,468,443 | 9,906,763 |
BGC Holdings, L.P. | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Beginning balance (in shares) | 54,422,002 | 56,053,701 |
Number of units, Issued (in shares) | 159,057 | 1,071,612 |
Number of units, Redeemed/exchanged units (in shares) | (45,024,619) | (2,657,901) |
Number of units, Forfeited units (in shares) | (892,510) | (45,410) |
Ending balance (in shares) | 8,663,930 | 54,422,002 |
Exchangeable units (in shares) | 3,456,479 | 24,863,107 |
Regular units | NEWMARK Group Inc Parent | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 18,039,445 | |
Regular units | BGC Holdings, L.P. | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 8,585,061 | |
Preferred Units | NEWMARK Group Inc Parent | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 380,168 | |
Preferred Units | BGC Holdings, L.P. | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding | ||
Ending balance (in shares) | 78,869 |
Compensation - Units Redeemed i
Compensation - Units Redeemed in Connection with Issuance of Class A Common Stock (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of units redeemed (in shares) | 50,181,129 | 4,977,354 | 2,931,287 |
BGC Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of units redeemed (in shares) | 13,803,080 | 315,685 | 620,903 |
Newmark Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of units redeemed (in shares) | 36,378,049 | 4,661,669 | 2,310,384 |
Compensation - Limited Partners
Compensation - Limited Partnership Units with a Post-Termination Payout (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Liability balance acquisition related post-termination units | $ 6,800 | |
BGC Holdings, L.P. | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Notional value | 116,717 | $ 257,771 |
Estimated fair value of the post-termination payout | $ 38,516 | $ 68,682 |
Outstanding limited partnership units (in shares) | 105,302 | 4,873,040 |
Outstanding limited partnership units - unvested (in dollars per share) | 0 | 873,822 |
NEWMARK Group Inc Parent | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Outstanding limited partnership units (in shares) | 11,691,406 | 20,184,716 |
Outstanding limited partnership units - unvested (in dollars per share) | 5,980,996 | 9,778,078 |
Compensation - Grant of Convers
Compensation - Grant of Conversion Rights to Newmark Employees (Details) - Limited Partnership Units - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Notional value | $ 12,836 | $ 218,520 |
Estimated fair value of limited partnership units | $ 12,558 | $ 208,029 |
Compensation - Activity Assoc_2
Compensation - Activity Associated with Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Newmark Holdings, L.P. | ||||
Restricted Stock Units | ||||
Beginning balance (in shares) | 10,646,797 | 4,683,571 | ||
Number of units, Issued (in shares) | 2,913,572 | 7,337,460 | ||
Number of Settled units (delivered shares) (in shares) | (2,196,903) | (1,151,507) | ||
Number of units, Forfeited units (in shares) | (642,009) | (222,727) | ||
Ending balance (in shares) | 10,721,457 | 10,646,797 | 4,683,571 | |
Weighted- Average Grant Date Fair Value Per Share | ||||
Balance at the beginning of period (in dollars per share) | $ 7.75 | $ 7.55 | ||
Granted (in dollars per share) | 9.71 | 7.96 | ||
Settled units (delivered shares) (in dollars per share) | 7.64 | 8.29 | ||
Forfeited units (in dollars per share) | 7.74 | 7.78 | ||
Balance at the end of period (in dollars per share) | $ 8.30 | $ 7.75 | $ 7.55 | |
Fair Value Amount | ||||
Balance at beginning of period | $ 82,494 | $ 35,361 | ||
Granted | 28,290 | 58,415 | ||
Settled units (delivered shares) | (16,792) | (9,549) | ||
Forfeited units | (4,967) | (1,733) | ||
Balance at end of period | $ 89,025 | $ 82,494 | $ 35,361 | |
Weighted- Average Remaining Contractual Term (Years) | 4 years 11 months 15 days | 5 years 8 months 8 days | 5 years 8 months 8 days | |
Newmark Holdings, L.P. | Minimum | ||||
Fair Value Amount | ||||
Award vesting period | 2 years | |||
Newmark Holdings, L.P. | Maximum | ||||
Fair Value Amount | ||||
Award vesting period | 8 years | |||
BGC Holdings, L.P. | ||||
Restricted Stock Units | ||||
Beginning balance (in shares) | 8,013 | 46,807 | ||
Number of units, Issued (in shares) | 0 | 7,912 | ||
Number of Settled units (delivered shares) (in shares) | (2,638) | (45,544) | ||
Number of units, Forfeited units (in shares) | 0 | (1,162) | ||
Ending balance (in shares) | 5,375 | 8,013 | 46,807 | |
Weighted- Average Grant Date Fair Value Per Share | ||||
Balance at the beginning of period (in dollars per share) | $ 3.80 | $ 9.97 | ||
Granted (in dollars per share) | 0 | 3.69 | ||
Settled units (delivered shares) (in dollars per share) | 3.69 | 9.95 | ||
Forfeited units (in dollars per share) | 0 | 10.64 | ||
Balance at the end of period (in dollars per share) | $ 3.85 | $ 3.80 | $ 9.97 | |
Fair Value Amount | ||||
Balance at beginning of period | $ 31 | $ 467 | ||
Granted | 0 | 29 | ||
Settled units (delivered shares) | (10) | (453) | ||
Forfeited units | 0 | (12) | ||
Balance at end of period | $ 21 | $ 31 | $ 467 | |
Weighted- Average Remaining Contractual Term (Years) | 1 year 1 month 28 days | 2 years 2 months 1 day | 3 months | |
BGC Holdings, L.P. | Minimum | ||||
Fair Value Amount | ||||
Award vesting period | 2 years | |||
BGC Holdings, L.P. | Maximum | ||||
Fair Value Amount | ||||
Award vesting period | 4 years |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Contractual Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Instrument | |
Total | $ 2,472,340 |
Less than 1 Year | 1,200,515 |
1-3 Years | 799,357 |
3-5 Years | 197,704 |
More than 5 Years | 274,764 |
Interest on Long Term Debt | |
Debt Instrument | |
Total | 65,428 |
Less than 1 Year | 34,949 |
1-3 Years | 30,479 |
3-5 Years | 0 |
More than 5 Years | 0 |
Interest on warehouse facility | |
Debt Instrument | |
Total | 1,051 |
Less than 1 Year | 1,051 |
1-3 Years | 0 |
3-5 Years | 0 |
More than 5 Years | 0 |
Long-term debt | |
Debt Instrument | |
Total | 550,000 |
Less than 1 Year | 0 |
1-3 Years | 550,000 |
3-5 Years | 0 |
More than 5 Years | 0 |
Operating Leases | |
Debt Instrument | |
Total | 805,168 |
Less than 1 Year | 113,822 |
1-3 Years | 218,878 |
3-5 Years | 197,704 |
More than 5 Years | 274,764 |
Warehouse Facilities | |
Debt Instrument | |
Total | 1,050,693 |
Less than 1 Year | 1,050,693 |
1-3 Years | 0 |
3-5 Years | 0 |
More than 5 Years | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Contractual Obligations (Footnotes) (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||||||
Feb. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 16, 2020 | Mar. 16, 2020 | Feb. 26, 2020 | Nov. 28, 2018 | Nov. 06, 2018 | |
Debt Instrument | ||||||||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | $ 1,050,693,000 | $ 1,061,202,000 | ||||||
Carrying amount | 545,239,000 | 680,385,000 | ||||||
Warehouse Facility | ||||||||
Debt Instrument | ||||||||
Maximum revolving credit | $ 2,200,000,000 | |||||||
6.125% Senior Notes | Senior Notes | ||||||||
Debt Instrument | ||||||||
Debt instrument face amount | $ 550,000,000 | |||||||
Stated interest rate | 6.125% | 6.125% | 6.125% | |||||
Carrying amount | $ 545,239,000 | $ 542,772,000 | ||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument | ||||||||
Stated interest rate | 0.00% | 1.90% | ||||||
Carrying amount | $ 0 | $ 137,613,000 | ||||||
Maximum revolving credit | $ 465,000,000 | $ 425,000,000 | $ 250,000,000 | |||||
Interest on warehouse facility | 1 month LIBOR | ||||||||
Debt Instrument | ||||||||
Basis spread on variable rate | 1.30% | |||||||
Interest on warehouse facility | 1 month SOFR | ||||||||
Debt Instrument | ||||||||
Basis spread on variable rate | 1.15% | |||||||
Committed Lines | ||||||||
Debt Instrument | ||||||||
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises | $ 1,061,202,000 | |||||||
Maximum revolving credit | $ 125,000,000 | |||||||
Committed Lines | 1 month LIBOR | ||||||||
Debt Instrument | ||||||||
Basis spread on variable rate | 1.80% | |||||||
Committed Lines | Warehouse facility due June 17, 2020 (1) | ||||||||
Debt Instrument | ||||||||
Temporary credit increase | $ 300,000,000 | |||||||
Committed Lines | Warehouse facility due October 8, 2021 | ||||||||
Debt Instrument | ||||||||
Addition borrowing capacity | $ 900,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies | ||
Total remaining draws on construction loans committed to fund | $ 2,472,340 | |
Contingent consideration | 3,635 | $ 14,519 |
Acquisitions from 2014 through 2018 | ||
Loss Contingencies | ||
Contingent consideration | 12,000 | |
Construction Loans | ||
Loss Contingencies | ||
Total remaining draws on construction loans committed to fund | $ 300,000 | $ 400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Feb. 10, 2022USD ($)$ / shares |
Subsequent Event | |
Authorized debt repurchase program (up to) | $ | $ 400,000,000 |
Class A Common Stock | |
Subsequent Event | |
Common stock dividends per share declared (in usd per share) | $ 0.01 |
Class B Common Stock | |
Subsequent Event | |
Common stock dividends per share declared (in usd per share) | $ 0.01 |