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Acquisitions
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Acquisitions

(4)

Acquisitions

During April 2019, Newmark completed the acquisition of MLG Commercial LLC, a Milwaukee-based commercial real estate company offering both brokerage and property management services in Wisconsin.

During June 2019, Newmark completed the acquisition of ACRES, a commercial brokerage and management firm headquartered in Utah. ACRES operates offices in Salt Lake City, Utah; Boise, Idaho; and Reno, Nevada.

For the nine months ended September 30, 2019, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired and liabilities assumed, for the acquisitions. 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

 

Assets

 

 

 

 

Cash and cash equivalents

 

$

922

 

Goodwill

 

 

24,857

 

Receivables, net

 

 

4,348

 

Fixed Assets, net

 

 

15

 

Other intangible assets, net

 

 

2,075

 

Other assets

 

 

236

 

Total assets

 

 

32,453

 

Current liabilities

 

 

 

 

Current portion of accounts payable, accrued expenses

   and other liabilities

 

 

1,365

 

Accrued compensation

 

 

2,125

 

Total liabilities

 

 

3,490

 

Net assets acquired

 

$

28,963

 

 

The total consideration for the acquisitions during the nine months ended September 30, 2019 was $29.0 million in total fair value, comprised of cash and Newmark Holdings limited partnership units. The total consideration included contingent consideration of 233,779 Newmark’s Holding limited partnership units (with an acquisition date fair value of $1.9 million), and $7.8 million in cash that may be issued contingent on certain targets being met through 2021. The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill of $24.9 million, of which $18.8 million is deductible by Newmark for tax purposes.  

 

The acquisitions are accounted for using the purchase method of accounting. The results of operations of these acquisitions have been included on the accompanying unaudited condensed consolidated financial statements subsequent to their respective dates of acquisition, which in aggregate contributed $3.4 million to Newmark’s revenue for the nine months ended September 30, 2019.   

During April 2018, Newmark completed the acquisition of two former Integra Realty Resources (“IRR”) offices (Boston and Pittsburgh). IRR specializes in commercial real estate valuation and advisory services, and the acquisition provides Newmark with greater geographic coverage.

In July 2018, Newmark completed the acquisition of two additional IRR offices (Denver and Pasadena), as well as Dallas based Jackson & Cooksey, Inc., a nationally known corporate tenant representation real estate business.

In September 2018, Newmark completed the acquisition of RKF Retail Holdings, LLC (“RKF”). RKF is a leading independent real estate firm in North America specializing in retail leasing, investment sales and consulting services.

In December 2018, Newmark completed the acquisition of New York-based MiT National Land Services, LLC, a national title agency.

For the year ended December 31, 2018, the following table summarizes the components of the purchase consideration transferred, and the preliminary allocation of the assets acquired and liabilities assumed. 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

 

Assets

 

 

 

 

Cash and cash equivalents

 

$

1,110

 

Goodwill

 

 

42,188

 

Receivables, net

 

 

50,731

 

Fixed Assets, net

 

 

1,276

 

Other intangible assets, net

 

 

4,677

 

Other assets

 

 

2,894

 

Total assets

 

 

102,876

 

Current liabilities

 

 

 

 

Current portion of accounts payable, accrued expenses

   and other liabilities

 

 

15,937

 

Accrued compensation

 

 

26,765

 

Total liabilities

 

 

42,702

 

Net assets acquired

 

$

60,174

 

 

The total consideration for acquisitions during the year ended December 31, 2018 was $62.9 million in total fair value, comprised of cash and Newmark Holdings limited partnership units. The total consideration included contingent consideration of 465,316 Newmark’s Holding partnership units (with an acquisition date fair value of $6.2 million), restricted stock of 216,900 (with an acquisition date fair value of $3.1 million) and $8.6 million in cash that may be issued contingent on certain targets being met through 2021. The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill of $42.2 million, of which $28.6 million is deductible by Newmark for tax purposes.

These acquisitions are accounted for using the purchase method of accounting. The results of operations of these acquisitions have been included on the accompanying unaudited condensed consolidated financial statements subsequent to their respective dates of acquisition, which in aggregate contributed $28.5 million to Newmark’s revenue for the year ended December 31, 2018.