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Acquisitions | 3 Months Ended
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Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions On March 10, 2023, Newmark completed the acquisition of Gerald Eve, a U.K. based real estate advisory firm. For the three months ended March 31, 2023, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired, and liabilities assumed, for the acquisition. Newmark expects to finalize its analysis of the assets acquired and liabilities assumed within the first year of the acquisitions, and therefore adjustments to assets and liabilities may occur (in thousands):
| As of the Acquisition Date
Purchase Price |
Cash | 101,152 |
Contingent consideration | 11,863 |
Accrued Liability | 1,756 |
Total | $ | 114,771 |
Allocations |
Cash | $ | 18,616 |
Goodwill | 77,089 |
Other intangible assets, net | 23,777 |
Receivables, net | 31,365 |
Fixed Assets, net | 6,279 |
Other assets | 434 |
Right-of-use assets | 19,473 |
Right-of-use liabilities | (20,925) |
Accrued compensation | (20,680) |
Accounts payable, accrued expenses and other liabilities | (20,657) |
Total | $ | 114,771 |
The total consideration for the acquisition during the three months ended March 31, 2023, was $114.8 million in total fair value comprising cash of $101.2 million, contingent consideration of $11.9 million and an accrued liability of $1.8 million. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $77.1 million, of which approximately $55.9 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 acquisitions have been included on the accompanying unaudited condensed consolidated financial statements subsequent to the respective dates of acquisition, which in aggregate contributed $9.3 million to Newmark’s revenues for the three months ended March 31, 2023. On April 1, 2022, Newmark completed the acquisitions of two companies: BH2, a London-based real estate advisory firm, and McCall & Almy, a multi-market tenant representation and real estate advisory firm. On May 3, 2022, Newmark completed the acquisition of Open Realty Advisors and Open Realty Properties, which together operate as “Open Realty,” a retail real estate advisory firm. The following table summarizes the components of the purchase consideration transferred, and the of the assets acquired, and liabilities assumed, for the acquisitions which occurred in 2022:
| As of the Acquisition Date
Purchase Price |
Contingent consideration | 7,322 |
Cash and stock issued at closing | 65,533 |
Total | $ | 72,855 |
Allocations |
Cash | $ | 1,286 |
Goodwill | 50,756 |
Other intangible assets, net | 19,633 |
Receivables, net | 3,625 |
Other assets | 290 |
Right-of-use Assets | 4,305 |
Right-of-use Liabilities | (4,305) |
Accrued Compensation | (2,175) |
Accounts payable, accrued expenses and other liabilities | (560) |
Total | $ | 72,855 |
The total consideration for the acquisitions during the year ended December 31, 2022, was $72.9 million in total fair value comprising cash of $65.5 million and contingent consideration of $7.3 million. The excess of the consideration over the fair value of the net assets acquired was recorded as goodwill of $50.8 million, of which approximately $35.1 million is deductible by Newmark for tax purposes. These acquisitions were accounted for using the purchase method of accounting. The results of operations of the acquisitions have been included on the accompanying unaudited condensed consolidated financial statements subsequent to the respective dates of acquisition, which in aggregate contributed $17.8 million to Newmark’s revenues for the year ended December 31, 2022.

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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 https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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