NEWMARK GROUP INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 29, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
For the fiscal year ended December 31, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission File Number:001-38329
(Exact name of Registrant as specified in its charter)
| Delaware | 6531 | 81-4467492 |
|---|---|---|
| (State or other Jurisdiction ofIncorporation or Organization) | (Primary Standard IndustrialClassification Code Number) | (I.R.S. EmployerIdentification Number) |
125 Park Avenue
New York, New York 10017
(212)372-2000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Class A Common Stock, $0.01 par value | NMRK | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
The aggregate market value of voting common equity held by non-affiliates of the registrant, based upon the closing price of the Class A common stock on June 30, 2023 as reported on Nasdaq, was approximately $814.4 million.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at February 26, 2024 |
|---|---|
| Class A Common Stock, par value $0.01 per share | 151,384,467 shares |
| Class B Common Stock, par value $0.01 per share | 21,285,533 shares |
DOCUMENTS INCORPORATED BY REFERENCE.
Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.
We anticipate that we will file such proxy statement with the SEC on or before April 29, 2024.
2023 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS | 1 | |
| SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION | 8 | |
| RISK FACTOR SUMMARY | 9 | |
| PART I | ||
| ITEM 1. | BUSINESS | 11 |
| ITEM 1A. | RISK FACTORS | 33 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 58 |
| ITEM 1C. | CYBERSECURITY | 58 |
| ITEM 2. | PROPERTIES | 59 |
| ITEM 3. | LEGAL PROCEEDINGS | 59 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 60 |
| PART II | ||
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 61 |
| ITEM 6. | [RESERVED] | 63 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 64 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 99 |
| ITEM 8. | FINANCIAL STATEMENTS | 101 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 160 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 160 |
| ITEM 9B. | OTHER INFORMATION | 160 |
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 160 |
| PART III | ||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 162 |
| ITEM 11. | EXECUTIVE COMPENSATION | 162 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 162 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 162 |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 162 |
| PART IV | ||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 162 |
Industry and Market Data
In this Annual Report on Form 10-K, we rely on and refer to information and statistics regarding the commercial real estate services industry. We obtained this data from independent publications or other publicly available information. Independent publications generally indicate that the information contained therein was obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Although we believe these sources are reliable, we have not independently verified this information, and we cannot guarantee the accuracy and completeness of this information.
GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS
The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases that may be used in this report:
| TERM | DEFINITION |
|---|---|
| 2021 Equity Event | In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021, the Compensation Committee approved a plan to expedite the tax deductible exchange and redemption of a substantial number of limited partnership units held by partners of the Company |
| 6.125% Senior Notes | The Company’s 6.125% Senior Notes which were issued on November 6, 2018, in an original principal amount of $550.0 million and matured on November 15, 2023 |
| 7.500% Senior Notes | The Company’s 7.500% Senior Notes due on January 12, 2029, issued on January 12, 2024, in an original principal amount of $600.0 million |
| AI | Artificial intelligence, including machine learning and generative artificial intelligence |
| Audit Committee | Audit Committee of the Board |
| Berkeley Point | Berkeley Point Financial LLC, a wholly owned subsidiary of the Company acquired on September 8, 2017, which does business as part of the Newmark Multifamily Capital Markets business |
| BGC | (i) Following the closing of the Corporate Conversion, BGC Group and, where applicable, its consolidated subsidiaries and (ii) prior to the closing of the Corporate Conversion, BGC Partners and, where applicable, its consolidated subsidiaries |
| BGC Class A common stock | BGC Class A common stock, par value $0.01 per share |
| BGC Class B common stock | BGC Class B common stock, par value $0.01 per share |
| BGC common stock | BGC Class A common stock and BGC Class B common stock, collectively |
| BGC Entity Group | BGC Partners, BGC Holdings, BGC U.S. OpCo and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark Entity Group), collectively, and in each case as such entities existed prior to the Corporate Conversion |
| BGC Group | BGC Group, Inc. (Nasdaq: BGC) and, where applicable, its consolidated subsidiaries |
| BGC Holdings | BGC Holdings, L.P., an entity which, prior to the Corporate Conversion, was owned by Cantor, Founding Partners, BGC employee partners and, after the Separation, Newmark employee partners |
| BGC Holdings Distribution | Pro rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners of all of the exchangeable limited partnership interests in Newmark Holdings owned by BGC Holdings immediately prior to the distribution |
| BGC Partners | BGC Partners, Inc., which acquired us on October 14, 2011, facilitated the Newmark IPO on December 14, 2017 and completed the Spin-Off that led to us becoming a separate publicly traded company on November 30, 2018 and, where applicable, its consolidated subsidiaries. On July 1, 2023, BGC Partners, Inc. completed its Corporate Conversion and became a wholly owned subsidiary of its public holding company successor, BGC Group, Inc. |
| BGC U.S. Opco | Prior to the Separation, BGC Partners, L.P., an operating partnership which held the U.S. businesses of BGC, including Newmark Entity Group, and which is owned jointly, following the closing of the Corporate Conversion, by BGC Partners and the successor to BGC Holdings |
| BH2 | Newmark BH2 LLP, a London-based real estate advisory firm |
| Board or Board of Directors | Board of Directors of the Company |
| Bylaws | Amended and Restated Bylaws of Newmark Group, Inc. |
| CAGR | Compound annual growth rate |
| Cantor | Cantor Fitzgerald, L.P. and, where applicable, its consolidated subsidiaries |
| Cantor Credit Agreement | Unsecured credit agreement entered into with Cantor on November 30, 2018, as amended by the First Cantor Credit Agreement Amendment on December 20, 2023 |
|---|---|
| Cantor Entity Group | Cantor and its consolidated subsidiaries (other than any member of the BGC Entity Group or the Newmark Entity Group), Howard W. Lutnick and/or any of his immediate family members as so designated by Howard W. Lutnick and any trusts or other entities controlled by Howard W. Lutnick |
| Cantor Units | Limited partnership interests of Newmark Holdings or, prior to the Corporate Conversion, Newmark Holdings or BGC Holdings, held by the Cantor Entity Group, which Newmark Holdings units are exchangeable into shares of Newmark Class A common stock or Newmark Class B common stock and which BGC Holdings units were exchangeable into shares of BGC Class A common stock or BGC Class B common stock, as applicable |
| CARES Act | The Coronavirus Aid, Relief, and Economic Security Act |
| CCRE | Cantor Commercial Real Estate Company, L.P. |
| CCRE Lending | Cantor Commercial Real Estate Lending, L.P., a wholly owned subsidiary of Real Estate LP |
| CECL | Current Expected Credit Losses |
| Certificate of Incorporation | Amended and Restated Certificate of Incorporation of Newmark |
| CF Secured | CF Secured, LLC |
| CF&Co | Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor |
| CFE | Cantor Fitzgerald Europe |
| CFGM | CF Group Management, Inc., the managing general partner of Cantor |
| CFS11 | CFS11 Holdings, LLC, a subsidiary of Cantor |
| CIO | Chief Information Officer |
| CISO | Chief Information Security Officer |
| Commission-based revenue | Revenues including Leasing and other commissions, Investment sales, fees from commercial mortgage origination, net, and V&A. In these businesses, producers earn a substantial portion or all their compensation based on their production. Commission-based revenues exclude OMSR revenues because Newmark does not compensate its producers based on this non-cash item |
| Company | Newmark Group, Inc. and, where applicable, its consolidated subsidiaries |
| Company debt securities | The 6.125% Senior Notes, 7.500% Senior Notes, and any future debt securities issued by the Company |
| Compensation Committee | Compensation Committee of the Board |
| Contractual revenues, contractual services or contractual business | Includes business for which the Company has a contract with a client that is generally for a year or longer. Contractual business, when quantified, includes all revenues related to landlord (or agency) representation leasing, loan servicing (including escrow interest income), outsourcing (including property management, facilities management, and asset management), and lease administration. It also includes certain fees under contract produced by the Company’s flexible workspace and tenant representation service lines |
| Contribution Ratio | Ratio of shares of Newmark Common Stock that were outstanding compared to the shares of BGC common stock outstanding as of immediately prior to the Newmark IPO (not including any shares of our common stock sold in the Newmark IPO); this ratio was set initially at a fraction equal to one divided by 2.2 |
| Corporate Conversion | A series of mergers and related transactions pursuant to which, effective at 12:02 AM Eastern Time on July 1, 2023, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group, transforming the organizational structure of the BGC businesses from an “Up-C” structure to a simplified “Full C-Corporation” structure |
| CoStar | CoStar Group Inc. |
| COVID-19 | Coronavirus Disease 2019 |
|---|---|
| Credit Agreement | The Company’s unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, most recently amended and restated on March 10, 2022 |
| Credit Facility | The credit facility pursuant to the Credit Agreement, with a current maximum revolving loan balance of $600.0 million and maturity date of March 10, 2025, bearing interest at either SOFR or a defined base rate plus additional margin |
| Delayed Draw Term Loan | The credit facility pursuant to the Delayed Draw Term Loan Credit Agreement, with an aggregate principal amount of $420.0 million (which may be increased, subject to certain terms and conditions, to up to $550.0 million) and a maturity date of November 14, 2026, bearing interest at SOFR or a defined base rate plus additional margin |
| Delayed Draw Term Loan Credit Agreement | The Company’s credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, dated as of August 10, 2023 |
| Deskeo | Space Management (d/b/a “Deskeo”) |
| DGCL | Delaware General Corporation Law |
| Employees | Includes both employees and those real estate brokers who qualify as statutory non-employees under Internal Revenue Code Section 3508 |
| EPS | Earnings Per Share |
| EPUs | Exchangeable preferred partnership units, which related to the Nasdaq Forwards |
| Equity Plan | Newmark Group, Inc. Long Term Incentive Plan |
| ESG | Environmental, social and governance, including sustainability or similar items |
| eSpeed | eSpeed, Inc. |
| EU | European Union |
| Exchange Act | Securities Exchange Act of 1934, as amended |
| Exchange Agreement | Exchange agreement which provides (i) BGC Partners, (ii) Cantor, (iii) any entity controlled by either of them or by Howard W. Lutnick, and (iv) Howard W. Lutnick, his spouse, his estate, any of his descendants, any of his relatives, or any trust established for his benefit or for the benefit of his spouse, any of his descendants or any of his relatives, the right to exchange shares of Newmark Class A common stock into Newmark Class B common stock on a one-to-one basis up to the number then authorized but unissued |
| Exchange Ratio | The ratio by which a Newmark Holdings limited partnership interest can be exchanged for a number of shares of Newmark Class A common stock |
| FASB | Financial Accounting Standards Board |
| Fannie Mae | The Federal National Mortgage Association |
| Fannie Mae DUS | The Fannie Mae Delegated Underwriting and Servicing Program |
| First Cantor Credit Agreement Amendment | First Amendment to the Cantor Credit Agreement entered into on December 20, 2023 |
| FHA | The Federal Housing Administration |
| FHFA | The Federal Housing Finance Agency |
| FOMC | Federal Open Market Committee |
| Forward Sales Contract | An agreement to deliver mortgages to third-party investors at a fixed price |
| Founding Partners | Individuals who became limited partners of Newmark Holdings in connection with the Separation who held BGC Holdings founding partner interests immediately prior to the Separation (provided that members of the Cantor Entity Group and the BGC Entity Group are not Founding Partners) |
| Founding Partner interests, Founding Partner units or FPUs | Founding/Working Partners units in Newmark Holdings or, prior to the closing of the Corporate Conversion, Newmark Holdings or BGC Holdings, that are generally redeemed upon termination of employment |
|---|---|
| Freddie Mac | The Federal Home Loan Mortgage Corporation |
| Freddie Mac Strip | A three-basis point servicing fee and/or up to a one-basis point surveillance fee on certain Freddie Mac loans after the loan is securitized in a Freddie Mac pool |
| Freddie Mac TAH | The Freddie Mac Targeted Affordable Housing Program |
| GCS | Global corporate services |
| GDP | Gross domestic product |
| GDPR | General Data Protection Regulation |
| Gerald Eve | Gerald Eve LLP, a London-based real estate advisory firm acquired on March 10, 2023 |
| Ginnie Mae | The Government National Mortgage Association |
| GSE or GSEs | Fannie Mae and Freddie Mac |
| H-Rights | Rights to exchange PSUs into HDUs |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.