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Fair Value of Financial Assets and Liabilities

6 Months Ended

Jun. 30, 2023

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 June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities	$	310	$	—	$	—	$	310
Loans held for sale, at fair value	—		936,970		—		936,970

Rate lock commitments	—		—		2,092		2,092

Forward sale contracts	—		—		20,485		20,485
Total	$	310	$	936,970	$	22,577	$	959,857
Liabilities:

Contingent consideration	—		—		20,703		20,703
Rate lock commitments	—		—		2,749		2,749
Forward sale contracts	—		—		72		72
Total	$	—	$	—	$	23,524	$	23,524


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities	$	788	$	—	$	—	$	788
Loans held for sale, at fair value	—		138,345		—		138,345

Rate lock commitments	—		—		3,181		3,181

Forward sale contracts	—		—		11,139		11,139
Total	$	788	$	138,345	$	14,320	$	153,453
Liabilities:
Contingent consideration	$	—	$	—	$	8,343	$	8,343
Rate lock commitments	—		—		8,754		8,754
Forwards sale contracts	—		—		624		624
Total	$	—	$	—	$	17,721	$	17,721

There were no transfers among Level 1, Level 2 and Level 3 for the three and six months ended June 30, 2023 and 2022, respectively.

Level 3 Financial Assets and Liabilities: Changes in Level 3 rate lock commitments, forward sale contracts and contingent consideration measured at fair value on recurring basis were as follows (in thousands):


	As of June 30, 2023
	Opening Balance		Total realized and unrealized gains (losses) included in Net income		Additions		Settlements		Closing Balance		Unrealized gains (losses) outstanding
Assets:
Rate lock commitments	$	3,181	$	2,092	$	—	$	(3,181)	$	2,092	$	2,092
Forward sale contracts	11,139		20,485		—		(11,139)		20,485		20,485

Total	$	14,320	$	22,577	$	—	$	(14,320)	$	22,577	$	22,577

	Opening Balance		Total realized and unrealized gains (losses) included in Net income		Additions		Settlements		Closing Balance		Unrealized gains (losses) outstanding
Liabilities:
Contingent consideration	$	8,343	$	1,154	$	12,189	$	(983)	$	20,703	$	1,154
Rate lock commitments	8,754		2,749		—		(8,754)		2,749		2,749
Forward sale contracts	624		72		—		(624)		72		72
Total	$	17,721	$	3,975	$	12,189	$	(10,361)	$	23,524	$	3,975


	As of December 31, 2022
	Opening Balance		Total realized and unrealized gains (losses) included in Net income		Additions		Settlements		Closing Balance		Unrealized gains (losses) outstanding
Assets:
Rate lock commitments	$	3,957	$	3,181	$	—	$	(3,957)	$	3,181	$	3,181
Forward sale contracts	4,544		11,139		—		(4,544)		11,139		11,139

Total	$	8,501	$	14,320	$	—	$	(8,501)	$	14,320	$	14,320

	Opening Balance		Total realized and unrealized gains (losses) included in Net income		Additions		Settlements		Closing Balance		Unrealized gains (losses) outstanding
Liabilities:
Contingent consideration	$	12,338	$	(1,893)	$	6,226	$	(8,328)	$	8,343	$	(1,893)
Rate lock commitments	2,836		8,754		—		(2,836)		8,754		8,754
Forward sale contracts	2,180		624		—		(2,180)		624		624
Total	$	17,354	$	7,485	$	6,226	$	(13,344)	$	17,721	$	7,485

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:


June 30, 2023
Level 3 assets and liabilities	Assets		Liabilities		Significant Unobservable Inputs	Range		Weighted Average
Accounts payable, accrued expenses and other liabilities:
Contingent consideration	$	—	$	20,703	Discount rate	4.0% - 11.8%	(1)	4.2%
					Probability of meeting earnout and contingencies	75.0% - 100.0%	(1)	99.5%

Derivative assets and liabilities:

Forward sale contracts	$	20,485	$	72	Counterparty credit risk	N/A		N/A
Rate lock commitments	$	2,092	$	2,749	Counterparty credit risk	N/A		N/A


December 31, 2022
Level 3 assets and liabilities	Assets		Liabilities		Significant Unobservable Inputs	Range		Weighted Average
Accounts payable, accrued expenses and other liabilities:
Contingent consideration	$	—	$	8,343	Discount rate	4.0% - 11.8%	(1)	5.1%
					Probability of meeting earnout and contingencies	75.0% - 100.0%	(1)	98.9%

Derivative assets and liabilities:

Forward sale contracts	$	11,139	$	624	Counterparty credit risk	N/A		N/A
Rate lock commitments	$	3,181	$	8,754	Counterparty credit risk	N/A		N/A

(1)Newmark’s estimate of contingent consideration as of June 30, 2023 and December 31, 2022 was based on the acquired business’ projected future financial performance, including revenues.

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 unaudited condensed 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 or 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 fair value of Newmark’s contingent consideration is based on the discount rate of the Company's calculated-average cost of capital, as well as the probability of acquirees meeting earnout targets.

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 probability of meeting earnout and contingencies. Significant increases (decreases) in the discount rate would have resulted in a significantly lower (higher) fair value measurement. Significant increases (decreases) in the probability of meeting earnout and contingencies would have resulted in a significantly higher (lower) fair value measurement. As of June 30, 2023 and December 31, 2022, the present value of expected payments related to Newmark’s contingent consideration was $20.7 million and $8.3 million, respectively (see Note 29 — “Commitments and Contingencies”). As of June 30, 2023 and December 31, 2022, the undiscounted value of the payments, assuming that all contingencies are met, would be $39.4 million and $30.9 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 $7.7 million and $8.7 million, which was included in “Other assets” on the accompanying unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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