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Acquisitions | 6 Months Ended
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Jun. 30, 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. For the six months ended June 30, 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 Acquisition Date
Purchase Price |
First and second lien debt | $ | 39,584 |
Debtor-in-possession financing | 19,788 |
Assumed liability | 7,868 |
Total | $ | 67,240 |
Allocations |
Cash | $ | 7,355 |
Goodwill | 37,123 |
Other intangible assets, net | 17,000 |
Receivables, net | 3,305 |
Fixed Assets, net | 20,237 |
Other assets | 43,650 |
Right-of-use Assets | 239,702 |
Right-of-use Liabilities | (236,634) |
Accounts payable, accrued expenses and other liabilities | (64,498) |
Total | $ | 67,240 |
The total consideration for the acquisition during the six months ended June 30, 2021 was $67.2 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, and an assumed liability of $7.9 million. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $37.1 million, of which approximately $28.1 million is deductible by Newmark for tax purposes. Knotel revenue was $17.5 million for the three months ended June 30, 2021. This acquisition was accounted for using the purchase method of accounting. The results of operations of the acquisition have been included on the accompanying unaudited condensed consolidated financial statements subsequent to the date of acquisition. 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 Acquisition Date
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 unaudited condensed consolidated financial statements subsequent to the date of acquisition, which in aggregate contributed $1.4 million and $3.3 million to Newmark’s revenues for the three and six months ended June 30, 2020.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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