14 unchanged sentences
We reviewed the results of management’s assessment with our Audit Committee.
−Removed: Management has excluded the acquisition of Knotel Inc, Space Management, and a U.S.
−Removed: based real estate property management services firm, which did not have a material effect on our financial condition, results of operations or cash flows in 2021.
+Added: Management has excluded the acquisition of BH2, McCall & Almy, Inc., and Open Realty Advisors and Open Realty Properties , which did not have a material effect on our financial condition, results of operations or cash flows in 2022.
However, we do anticipate that these acquisition will be included in management’s assessment of internal control over financial reporting and our audit of internal controls over financial reporting for 2023.
−Removed: Knotel Inc and Space Management are included in our 2021 consolidated financial statements and constituted 5.87% and 5.17%, of total assets, 2.36% and 2.38% of net assets respectively, as of December 31, 2021 and less than 1.91% and 1.62% of revenues and (3.49%) and (0.04%), of net revenues for the year then ended.
+Added: BH2, McCall & Almy, Inc., and Open Realty Advisors and Open Realty Properties, are included in our 2022 consolidated financial statements and constituted 1.53%, 0.13% and 0.13% of total assets, 3.78%, (0.01%) and (0.01%) of net assets, respectively as of December 31, 2022 and 0.23%, 0.18% and 0.25% of revenues and 1.51%, (0.17%) and (0.12%) of net income, respectively, for the year then ended.
Such report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.
Changes in Internal Control over Financial Reporting
−Removed: During the quarter ended December 31, 2021, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the year ended December 31, 2022, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
35 unchanged sentences
6.125% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2018)
+Added: Employment Agreement, dated February 10, 2023, by and among Barry Gosin, Newmark Holdings, L.P.
+Added: and Newmark Partners, L.P.
+Added: (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023) *
10.2 Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2017)
25 unchanged sentences
dated as of December 28, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 30, 2021)*
−Removed: Employment Agreement, dated as of December 1, 2017, by and between Newmark Partners, L.P.
−Removed: Gosin (incorporated by reference to Exhibit 10.13 of Amendment No.
−Removed: 3 to the Registration Statement on Form S-1 of Newmark Group, Inc.
−Removed: filed with the SEC on December 4, 2017)*
+Added: 10.14 Employment Agreement, dated September 29, 2022, by and among Michael Rispoli, Newmark Holdings, L.P.
+Added: and Newmark Partners, L.P.
+Added: (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2022) *
10.15 Letter Agreement, effective as of December 1, 2017, by and between Barry M.
3 unchanged sentences
filed with the SEC on December 4, 2017)*
−Removed: Letter Agreement, effective as of December 1, 2017, by and between Barry M.
−Removed: Gosin and Newmark Holdings, L.P.
−Removed: (incorporated by reference to Exhibit 10.28 of Amendment No.
−Removed: 3 to the Registration Statement on Form S-1 of Newmark Group, Inc.
−Removed: filed with the SEC on December 4, 2017)*
10.16 Newmark Group, Inc.
11 unchanged sentences
10.22 First Amendment, dated February 26, 2020, to the Credit Agreement, dated as of November 28, 2018, by and among Newmark Group, Inc., as Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A.
−Removed: as Administrative Agent
+Added: as Administrative Agent (incorporated by reference to Exhibit 10.2 5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1 , 20 2 1 )
10.23 Master Repurchase Agreement, dated August 2, 2021, by and between Newmark Partners, L.P.
−Removed: and CF Secured LLC C (incorporated by reference as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021)
+Added: and CF Secured LLC (incorporated by reference as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021)
+Added: 10.24 Amended and Restated Credit Agreement, dated as of March 10, 2022, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 14, 2022)
+Added: 10.25 Amendment, dated as of March 10, 2023, to the Amended and Restated Agreement of Limited Partnership of Newmark Holdings, L.P., dated as of December 13, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 14, 2023 )
List of subsidiaries of Newmark Group, Inc.
9 unchanged sentences
Not Applicable.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K for the fiscal year ended December 31, 2021 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of February, 2022.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16th day of March, 2023.
Newmark Group, Inc.
3 unchanged sentences
/s/ Howard W.
−Removed: (Principal Executive Officer) February 28, 2022
+Added: (Principal Executive Officer) March 16, 2023
/s/ Barry Gosin
−Removed: Chief Executive Officer February 28, 2022
+Added: Chief Executive Officer March 16, 2023
/s/ Michael J.
Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer) February 28, 2022
+Added: (Principal Financial and Accounting Officer) March 16, 2023
/s/ Virginia S.
−Removed: Director February 28, 2022
−Removed: /s/ Michael Snow
−Removed: Director February 28, 2022
+Added: Director March 16, 2023
/s/ Kenneth A.
−Removed: Director February 28, 2022
+Added: Director March 16, 2023
+Added: /s/ Jay Itzkowitz
+Added: Jay Itzkowitz
+Added: Director March 16, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.