Equibles

10-Q

Marcus & Millichap, Inc. (MMI)

10-Q 2021-08-06 For: 2021-06-30
View Original
Added on April 04, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number: 001-36155

MARCUS & MILLICHAP, INC.

(Exact name of registrant as specified in its Charter)

Delaware 35-2478370
(State or Other Jurisdiction of<br><br>Incorporation or Organization) (I.R.S. Employer<br><br>Identification No.)
23975 Park Sorrento, Suite 400<br><br>Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)

(818) 212-2250

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share MMI New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No  ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter time period that the registrant was required to submit such files). Yes ☒     No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No ☒

Number of shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding as of August 2, 2021 was 39,579,303 shares.

Table of Contents

MARCUS & MILLICHAP, INC.

TABLE OF CONTENTS

Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets at June 30, 2021 (Unaudited) and December 31, 2020 3
Condensed Consolidated Statements of Net and Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited) 4
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (Unaudited) 7
Notes to Condensed Consolidated Financial Statements (Unaudited) 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 38
Item 4. Controls and Procedures 39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 40
Item 1A. Risk Factors 40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40
Item 3. Defaults Upon Senior Securities 40
Item 4. Mine Safety Disclosures 40
Item 5. Other Information 40
Item 6. Exhibits 41
SIGNATURES

2

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for shares and par value)

December 31,<br> 2020
Assets
Current assets:
Cash and cash equivalents 230,414 $ 243,152
Commissions receivable, net 14,954 10,391
Prepaid expenses 10,402 10,153
Marketable debt securities, available-for-sale (includes amortized cost of 147,142 and 158,148 at June 30, 2021 and December 31, 2020, respectively, and 0 allowance for credit losses) 147,172 158,258
Advances and loans, net 2,657 2,413
Other assets 5,742 4,711
Total current assets 411,341 429,078
Property and equipment, net 22,746 23,436
Operating lease right-of-use assets, net 86,420 84,024
Marketable debt securities, available-for-sale (includes amortized cost of 95,488 and 45,181 at June 30, 2021 and December 31, 2020, respectively, and 0 allowance for credit losses) 97,514 47,773
Assets held in rabbi trust 11,178 10,295
Deferred tax assets, net 20,706 21,374
Goodwill and other intangible assets, net 49,843 52,053
Advances and loans, net 114,036 106,913
Other assets 3,986 4,176
Total assets 817,770 $ 779,122
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and other liabilities 20,959 $ 18,288
Deferred compensation and commissions 48,169 58,106
Income tax payable 2,380 3,726
Operating lease liabilities 20,157 19,190
Accrued bonuses and other employee related expenses 23,854 21,007
Total current liabilities 115,519 120,317
Deferred compensation and commissions 32,191 38,745
Operating lease liabilities 61,293 59,408
Other liabilities 11,914 13,816
Total liabilities 220,917 232,286
Commitments and contingencies — —
Stockholders’ equity:
Preferred stock, 0.0001 par value:
Authorized shares – 25,000,000; issued and outstanding shares – none at June 30, 2021 and December 31, 2020, respectively — —
Common stock, 0.0001 par value:
Authorized shares – 150,000,000; issued and outstanding shares – 39,578,360 and 39,401,976 at June 30, 2021 and December 31, 2020, respectively 4 4
Additional paid-in capital 117,457 113,182
Retained earnings 477,620 431,076
Accumulated other comprehensive income 1,772 2,574
Total stockholders’ equity 596,853 546,836
Total liabilities and stockholders’ equity 817,770 $ 779,122

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

3

Table of Contents

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

(Unaudited)

Six Months Ended<br> June 30,
2020 2021 2020
Revenues:
Real estate brokerage commissions 252,903 $ 103,371 $ 415,699 $ 275,200
Financing fees 28,214 12,703 46,057 28,054
Other revenues 3,829 1,326 7,167 4,863
Total revenues 284,946 117,400 468,923 308,117
Operating expenses:
Cost of services 178,585 73,743 287,688 187,500
Selling, general and administrative 61,797 43,519 113,474 98,379
Depreciation and amortization 2,959 2,752 5,956 5,216
Total operating expenses 243,341 120,014 407,118 291,095
Operating income (loss) 41,605 (2,614 ) 61,805 17,022
Other income (expense), net 1,370 2,975 2,414 2,609
Interest expense (146 ) (213 ) (292 ) (496 )
Income before provision for income taxes 42,829 148 63,927 19,135
Provision for income taxes 11,297 42 17,383 5,959
Net income 31,532 106 46,544 13,176
Other comprehensive income (loss):
Marketable debt securities, available-for-sale:
Change in net unrealized gains 146 1,214 (475 ) 717
Less: reclassification adjustment for net losses included in other income (expense), net 3 13 3 24
Net change, net of tax of 51, 421, (164) and 253 for the three and six months ended June 30, 2021 and 2020, respectively 149 1,227 (472 ) 741
Foreign currency translation (loss) gain, net of tax of 0 for each of the three and six months ended June 30, 2021 and 2020 (217 ) (423 ) (330 ) 468
Total other comprehensive (loss) income (68 ) 804 (802 ) 1,209
Comprehensive income 31,464 $ 910 $ 45,742 $ 14,385
Earnings per share:
Basic 0.79 $ — $ 1.17 $ 0.33
Diluted 0.78 $ — $ 1.16 $ 0.33
Weighted average common shares outstanding:
Basic 39,877 39,629 39,817 39,585
Diluted 40,139 39,673 40,112 39,662

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

4

Table of Contents

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except for shares)

(Unaudited)

Three Months Ended June 30, 2021
Preferred Stock Common Stock Additional<br> <br>Paid-In<br><br> Capital Stock Notes<br> Receivable<br> From<br> Employees Retained<br> Earnings Accumulated<br> Other<br> Comprehensive<br> Income (Loss) Total
Shares Amount Shares Amount
Balance at March 31, 2021 — $ — 39,500,966 $ 4 $ 113,737 $ — $ 446,088 $ 1,840 $ 561,669
Net and comprehensive income<br> <br>(loss) — — — — — — 31,532 (68 ) 31,464
Stock-based award activity
Stock-based compensation — — — — 2,662 — — — 2,662
Shares issued pursuant to<br> <br>employee stock purchase plan — — 11,635 — 369 — — — 369
Issuance of common stock for vesting of restricted stock units — — 34,198 — — — — — —
Issuance of common stock for unvested restricted stock awards — — 12,492 — — — — — —
Issuance of common stock for stock settled deferred consideration — — 27,481 — 1,000 — — — 1,000
Shares withheld related to net share settlement of stock-based awards — — (8,412 ) — (311 ) — — — (311 )
Balance as of June 30, 2021 — $ — 39,578,360 $ 4 $ 117,457 $ — $ 477,620 $ 1,772 $ 596,853
Three Months Ended June 30, 2020
Preferred Stock Common Stock Additional<br> <br>Paid-In<br><br> Capital Stock Notes<br> Receivable<br> From<br> Employees Retained<br> Earnings Accumulated<br> Other<br> Comprehensive<br> Income Total
Shares Amount Shares Amount
Balance at March 31, 2020 — $ — 39,272,429 $ 4 $ 105,601 $ (4 ) $ 401,308 $ 2,383 $ 509,292
Net and comprehensive income — — — — — — 106 804 910
Stock-based award activity
Stock-based compensation — — — — 2,536 — — — 2,536
Shares issued pursuant to<br> <br>employee stock purchase<br><br>plan — — 15,923 — 371 — — — 371
Issuance of common stock for vesting of restricted stock units — — 27,373 — — — — — —
Issuance of common stock for unvested restricted stock awards — — 19,516 — — — — — —
Shares withheld related to net share settlement of stock-based awards — — (7,224 ) — (200 ) — — — (200 )
Reduction of stock notes receivable from employees — — — — — 4 — — 4
Balance as of June 30, 2020 — $ — 39,328,017 $ 4 $ 108,308 $ — $ 401,414 $ 3,187 $ 512,913

See accompanying notes to condensed consolidated financial statements.

5

Table of Contents

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except for shares)

(Unaudited)

Six Months Ended June 30, 2021
Preferred Stock Common Stock Additional<br> <br>Paid-In<br><br> Capital Stock Notes<br> Receivable<br> From<br> Employees Retained<br> Earnings Accumulated<br> Other<br> Comprehensive<br> Income (Loss) Total
Shares Amount Shares Amount
Balance at December 31, 2020 — $ — 39,401,976 $ 4 $ 113,182 $ — $ 431,076 $ 2,574 $ 546,836
Net and comprehensive income<br> <br>(loss) — — — — — — 46,544 (802 ) 45,742
Stock-based award activity
Stock-based compensation — — — — 4,950 — — — 4,950
Shares issued pursuant to employee stock purchase plan — — 11,635 — 369 — — — 369
Issuance of common stock for vesting of restricted stock units — — 183,315 — — — — — —
Issuance of common stock for unvested restricted stock awards — — 12,492 — — — — — —
Issuance of common stock for stock settled deferred consideration — — 27,481 — 1,000 — — — 1,000
Shares withheld related to net share settlement of stock-based awards — — (58,539 ) — (2,044 ) — — — (2,044 )
Balance as of June 30, 2021 — $ — 39,578,360 $ 4 $ 117,457 $ — $ 477,620 $ 1,772 $ 596,853
Six Months Ended June 30, 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Preferred Stock Common Stock Additional<br> <br>Paid-In<br><br> Capital Stock Notes<br> Receivable<br> From<br> Employees Retained<br> Earnings Accumulated<br> Other<br> Comprehensive<br> Income Total
Shares Amount Shares Amount
Balance at December 31, 2019 — $ — 39,153,195 $ 4 $ 104,658 $ (4 ) $ 388,271 $ 1,978 $ 494,907
Cumulative effect of a change in accounting principle, net of tax — — — — — — (33 ) — (33 )
Balance at January 1, 2020, as adjusted — — 39,153,195 4 104,658 (4 ) 388,238 1,978 494,874
Net and comprehensive income — — — — — — 13,176 1,209 14,385
Stock-based award activity
Stock-based compensation — — — — 5,168 — — — 5,168
Shares issued pursuant to employee stock purchase plan — — 15,923 — 371 — — — 371
Issuance of common stock for vesting of restricted stock units — — 197,479 — — — — — —
Issuance of common stock for unvested restricted stock awards — — 19,516 — — — — — —
Shares withheld related to net share settlement of stock-based awards — — (58,096 ) — (1,889 ) — — — (1,889 )
Reduction of stock notes receivable from<br><br>employees — — — — — 4 — — 4
Balance as of June 30, 2020 — $ — 39,328,017 $ 4 $ 108,308 $ — $ 401,414 $ 3,187 $ 512,913

See accompanying notes to condensed consolidated financial statements.

6

Table of Contents

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

Six Months Ended<br> June 30,
2021 2020
Cash flows from operating activities
Net income $ 46,544 $ 13,176
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 5,956 5,216
Amortization of <br>right-of-use<br> assets 11,850 11,151
Credit loss recovery (137 ) (78 )
Stock-based compensation 4,950 5,168
Deferred taxes, net 780 4,172
Unrealized foreign exchange (gains) losses (560 ) 557
Net realized gains on marketable debt securities, <br>available-for-sale (10 ) (117 )
Other <br>non-cash<br> items 196 567
Changes in operating assets and liabilities:
Commissions receivable (4,781 ) (5 )
Prepaid expenses (239 ) 2,259
Advances and loans (7,086 ) (34,149 )
Other assets (2,138 ) (1,059 )
Accounts payable and other liabilities 4,988 (1,204 )
Income tax receivable/payable (1,345 ) 775
Accrued bonuses and other employee related expenses 3,005 (18,168 )
Deferred compensation and commissions (15,968 ) (31,425 )
Operating lease liabilities (10,557 ) (9,016 )
Other liabilities (1,982 ) 331
Net cash provided by (used in) operating activities 33,466 (51,849 )
Cash flows from investing activities
Acquisition of businesses, net of cash received 229 (11,821 )
Purchases of marketable debt securities, <br>available-for-sale (199,513 ) (95,266 )
Proceeds from sales and maturities of marketable debt securities, <br>available-for-sale 159,968 95,028
Issuances of employee notes receivable (40 ) (211 )
Payments received on employee notes receivable 276 1
Purchase of property and equipment (2,770 ) (4,190 )
Net cash used in investing activities (41,850 ) (16,459 )
Cash flows from financing activities
Taxes paid related to net share settlement of stock-based awards (2,044 ) (1,889 )
Proceeds from issuance of shares pursuant to employee stock purchase plan 369 371
Principal payments on notes payable to former stockholders — (6,563 )
Principal payments on stock appreciation rights liability (1,481 ) (1,251 )
Principal payments on deferred consideration (1,302 ) —
Net cash used in financing activities (4,458 ) (9,332 )
Effect of currency exchange rate changes on cash and cash equivalents 104 (150 )
Net decrease in cash and cash equivalents (12,738 ) (77,790 )
Cash and cash equivalents at beginning of period 243,152 232,670
Cash and cash equivalents at end of period $ 230,414 $ 154,880
Supplemental disclosures of cash flow information
Interest paid during the period $ 714 $ 1,193
Income taxes paid, net $ 17,897 $ 1,013

See accompanying notes to condensed consolidated financial statements.

7

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business, Basis of Presentation and Recent Accounting Pronouncements

Description of Business

Marcus & Millichap, Inc. (the “Company”, “Marcus & Millichap”, or “MMI”), a Delaware corporation, is a brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services. As of June 30, 2021, MMI operates 84 offices in the United States and Canada through its wholly-owned subsidiaries, including the operations of Marcus & Millichap Capital Corporation.

Reorganization and Initial Public Offering

MMI was formed in June 2013 in preparation for Marcus & Millichap Company (“MMC”) to spin-off its majority-owned subsidiary, Marcus & Millichap Real Estate Investment Services, Inc. (“MMREIS”). Prior to the initial public offering (“IPO”) of MMI, all of the preferred and common stockholders of MMREIS (including MMC and employees of MMREIS) contributed all of their outstanding shares to MMI, in exchange for new MMI common stock. As a result, MMREIS became a wholly-owned subsidiary of MMI. Thereafter, MMC distributed 80.0% of the shares of MMI common stock to MMC’s shareholders and exchanged the remaining portion of its shares of MMI common stock for cancellation of indebtedness of MMC. MMI completed its IPO in November 2013.

Basis of Presentation

The financial information presented in the accompanying unaudited condensed consolidated financial statements, has been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements and notes include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated financial position, results of operations and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto, including the Company’s accounting policies for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed on March 1, 2021 with the SEC. The results of the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, for other interim periods or for future years.

Considerations Related to the COVID-19 Pandemic

The Company may continue to experience operational and financial impacts due to the ongoing COVID-19 pandemic. Actual results may differ from the Company’s current estimates due to the uncertainty around the economic impact and spread of new COVID-19 variants and vaccination rates.

See Note 5 – “Acquisitions, Goodwill and Other Intangible Assets” and Note 8 – “Fair Value Measurements” for further discussions on the potential impacts of COVID-19.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and cash equivalents, investments in marketable debt securities, available-for-sale, security deposits (included under other assets, non-current) and commissions receivable, net. Cash and cash equivalents are placed with high-credit quality financial institutions and invested in high-credit quality money market funds and commercial paper. Concentrations and ratings of marketable debt securities, available-for-sale are limited by the approved investment policy.

8

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

To reduce its credit risk, the Company monitors the credit standing of the financial institutions money market funds that represent amounts recorded as cash and cash equivalents. The Company historically has not experienced any significant losses related to cash and cash equivalents.

The Company derives its revenues from a broad range of real estate investors, owners, and users in the United States and Canada, none of which individually represents a significant concentration of credit risk. The Company maintains allowances, as needed, for estimated credit losses based on management’s assessment of the likelihood of collection. For the three and six months ended June 30, 2021 and 2020, no transaction represented 10% or more of total revenues. Further, while one or more transactions may represent 10% or more of commissions receivable at any reporting date, amounts due are typically collected within 10 days of settlement and, therefore, do not expose the Company to significant credit risk.

During the three and six months ended June 30, 2021 and 2020, the Company’s Canadian operations represented approximately 2% of total revenues.

During each of the three and six months ended June 30, 2021 and 2020, no office represented 10% or more of total revenues.

Recent Accounting Pronouncements

Pending Adoption

In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04,

Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides temporary optional exceptions to the guidance in U.S. GAAP on contract modifications to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). ASU 2020-04 is effective for all entities upon issuance and may be applied prospectively to contract modifications through December 31, 2022. The guidance applies to the Company’s Credit Agreement (see Note 13 – “Commitments and Contingencies”), which references LIBOR, and will generally allow it to account for and present a modification as an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. As of June 30, 2021, the Company has not drawn funds from the credit facility. The Company continues to evaluate the impact of this new standard but does not expect ASU 2020-04 to have a material effect on its condensed consolidated financial statements.

2. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

June 30,<br> 2021 December 31,<br> 2020
Computer software and hardware equipment $ 31,007 $ 30,955
Furniture, fixtures and equipment 23,809 23,418
Less: accumulated depreciation and amortization (32,070 ) (30,937 )
$ 22,746 $ 23,436

During the six months ended June 30, 2021 and 2020, the Company wrote-off approximately $2.4 million and $966,000, respectively, of fully depreciated computer software and hardware equipment and furniture, fixtures and equipment.

As of June 30, 2021 and 2020, property and equipment additions incurred but not yet paid included in accounts payable and other liabilities were $250,000 and $197,000, respectively.

3. Operating Leases

The Company has operating leases for all of its facilities and autos. As of June 30, 2021 and December 31, 2020, operating lease right-of-use (“ROU”) assets were $138.8 million and $126.9 million, respectively, and the related accumulated amortization was $52.4 million and $42.9 million, respectively.

9

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The operating lease cost, included in selling, general and administrative expense in the condensed consolidated statement of net and comprehensive income, consisted of the following (in thousands):

Three Months Ended<br> <br> <br>June 30, Six Months Ended<br> June 30,
2021 2020 2021 2020
Operating lease cost:
Lease cost <br>(1) $ 6,512 $ 6,341 $ 13,101 $ 12,604
Variable lease cost <br>(2) 1,241 1,215 2,641 2,611
Sublease income (19 ) (89 ) (52 ) (166 )
$ 7,734 $ 7,467 $ 15,690 $ 15,049
(1) Includes short-term lease cost and ROU asset amortization.
--- ---
(2) Primarily relates to common area maintenance, property taxes, insurance, utilities and parking.
--- ---

Maturities of lease liabilities by year consisted of the following (in thousands):

June 30, 2021
Remainder of 2021 $ 11,862
2022 19,536
2023 16,039
2024 13,913
2025 11,730
Thereafter 14,575
Total future minimum lease payments 87,655
Less imputed interest (6,205 )
Present value of operating lease liabilities $ 81,450

Supplemental cash flow information and noncash activity related to the operating leases consisted of the following (in thousands):

Six Months Ended<br> June 30,
2021 2020
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities $ 11,764 $ 10,456
Noncash activity:
ROU assets obtained in exchange for operating lease liabilities $ 13,373 $ 6,334
Tenant improvements owned by lessor related to ROU assets <br>(1) $ 881 $ 317
(1) Reclassification from other assets current.
--- ---

Other information related to the operating leases consisted of the following:

June 30, 2021 December 31, 2020
Weighted average remaining operating lease term 4.84 years 4.70 years
Weighted average discount rate 3.0 % 3.1 %

10

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. Investments in Marketable Debt Securities

Amortized cost, allowance for credit losses, gross unrealized gains/losses in accumulated other comprehensive income/loss and fair value of marketable debt securities, available-for-sale, by type of security consisted of the following (in thousands):

June 30, 2021
Amortized<br> Cost Allowance<br> for Credit<br> Losses Gross<br> Unrealized<br> Gains Gross<br> Unrealized<br> Losses Fair<br> Value
Short-term investments:
U.S. treasuries $ 74,424 $ — $ 12 $ — $ 74,436
Corporate debt 72,718 — 19 (1 ) 72,736
$ 147,142 $ — $ 31 $ (1 ) $ 147,172
Long-term investments:
U.S. treasuries $ 52,033 $ — $ 185 $ (22 ) $ 52,196
U.S. government sponsored entities 888 — 27 (2 ) 913
Corporate debt 35,998 — 1,669 (18 ) 37,649
Asset-backed securities (“ABS”) and other 6,569 — 189 (2 ) 6,756
$ 95,488 $ — $ 2,070 $ (44 ) $ 97,514
December 31, 2020
--- --- --- --- --- --- --- --- --- --- --- ---
Amortized<br> Cost Allowance<br> for Credit<br> Losses Gross<br> Unrealized<br> Gains Gross<br> Unrealized<br> Losses Fair<br> Value
Short-term investments:
U.S. treasuries $ 75,887 $ — $ 88 $ (5 ) $ 75,970
U.S. government sponsored entities 32,439 — 8 — 32,447
Corporate debt 49,822 — 20 (1 ) 49,841
$ 158,148 $ — $ 116 $ (6 ) $ 158,258
Long-term investments:
U.S. treasuries $ 3,375 $ — $ 266 $ — $ 3,641
U.S. government sponsored entities 1,114 — 38 — 1,152
Corporate debt 34,183 — 2,137 (33 ) 36,287
ABS and other 6,509 — 195 (11 ) 6,693
$ 45,181 $ — $ 2,636 $ (44 ) $ 47,773

The Company’s investments in marketable debt securities, available-for-sale, that have been in a continuous unrealized loss position, for which an allowance for credit losses has not been recorded, by type of security consisted of the following (in thousands):

June 30, 2021
Less than 12 months 12 months or greater Total
Fair<br> Value Gross<br> Unrealized<br> Losses Fair<br> Value Gross<br> Unrealized<br> Losses Fair<br> Value Gross<br> Unrealized<br> Losses
U.S. treasuries $ 36,576 $ (22 ) $ — $ — $ 36,576 $ (22 )
U.S. government sponsored entities 134 (2 ) — — 134 (2 )
Corporate debt 25,190 (16 ) 145 (3 ) 25,335 (19 )
ABS and other 250 — 223 (2 ) 473 (2 )
$ 62,150 $ (40 ) $ 368 $ (5 ) $ 62,518 $ (45 )

11

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020
Less than 12 months 12 months or greater Total
Fair<br> Value Gross<br> Unrealized<br> Losses Fair<br> Value Gross<br> Unrealized<br> Losses Fair<br> Value Gross<br> Unrealized<br> Losses
U.S. treasuries $ 41,702 $ (5 ) $ — $ — $ 41,702 $ (5 )
Corporate debt 29,810 (34 ) — — 29,810 (34 )
ABS and other 546 (6 ) 157 (5 ) 703 (11 )
$ 72,058 $ (45 ) $ 157 $ (5 ) $ 72,215 $ (50 )

Gross realized gains and losses from the sales of the Company’s marketable debt securities, available-for-sale, consisted of the following (in thousands):

Three Months Ended<br> June 30, Six Months Ended<br> June 30,
2021 2020 2021 2020
Gross realized gains <br>(1) $ 9 $ 79 $ 10 $ 132
Gross realized losses <br>(1) $ — $ (15 ) $ — $ (15 )
(1) Recorded in other income (expense), net in the condensed consolidated statements of net and comprehensive income. The cost basis of securities sold were determined based on the specific identification method.
--- ---

The Company invests its excess cash in a diversified portfolio of fixed and variable rate debt securities to meet current and future cash flow needs. All investments are made in accordance with the Company’s approved investment policy. As of June 30, 2021, the portfolio had an average credit rating of AA and weighted term to contractual maturity of 1.8 years, with 28 securities in the portfolio with an unrealized loss aggregating $45,000, or 0.1% of amortized cost, and a weighted average credit rating of AA+.

As of June 30, 2021, the Company performed an impairment analysis and determined an allowance for credit losses was not required. The Company determined that it did not have an intent to sell and it was not more likely than not that the Company would be required to sell any security based on its current liquidity position, or to maintain compliance with its investment policy, specifically as it relates to minimum credit ratings. The Company evaluated the securities with an unrealized loss considering severity of loss, credit ratings, specific credit events during the period since acquisition, overall likelihood of default, market sector, potential impact from the current economic environment and a review of an issuer’s and securities’ liquidity and financial strength, as needed. The Company concluded that it would receive all scheduled interest and principal payments. The Company, therefore, determined qualitatively that the unrealized loss was related to changes in interest rates and other market factors and therefore no allowance for credit losses was required.

Amortized cost and fair value of marketable debt securities, available-for-sale, by contractual maturity consisted of the following (in thousands, except weighted average data):

June 30, 2021 December 31, 2020
Amortized<br> Cost Fair Value Amortized<br> Cost Fair Value
Due in one year or less $ 147,142 $ 147,172 $ 158,148 $ 158,258
Due after one year through five years 80,697 81,796 30,604 32,041
Due after five years through ten years 10,045 10,824 10,022 11,044
Due after ten years 4,746 4,894 4,555 4,688
$ 242,630 $ 244,686 $ 203,329 $ 206,031
Weighted average contractual maturity 1.8 years 1.6 years

Actual maturities may differ from contractual maturities because certain issuers have the right to prepay certain obligations with or without prepayment penalties.

12

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. Acquisitions, Goodwill and Other Intangible Assets

During the six months ended June 30, 2021, the Company recognized measurement period adjustments, including additional cash expected to be received in excess of the provisional amounts that were recognized at the acquisition date for businesses acquired during 2020. Measurement period adjustments reflect new information obtained about facts and circumstances that existed as of the acquisition dates that, if known, would have affected the measurement of the amounts recognized as of the acquisition date. The impact to amortization expense not previously recognized related to these changes in estimates was not material.

The goodwill recorded as part of the acquisitions primarily arose from the acquired assembled workforce and brokerage and financing sales platforms. The Company expects all of the goodwill to be tax deductible, with the tax-deductible amount of goodwill related to the contingent and deferred consideration to be determined once the cash payments are made to settle any contingent and deferred consideration. The goodwill resulting from acquisitions is allocated to the Company’s one reporting unit.

Goodwill and intangible assets, net consisted of the following (in thousands):

June 30, 2021 December 31, 2020
Gross<br> Carrying<br> Amount Accumulated<br> Amortization Net Book<br> Value Gross<br> Carrying<br> Amount Accumulated<br> Amortization Net Book<br> Value
Goodwill and intangible assets:
Goodwill $ 34,071 $ — $ 34,071 $ 33,375 $ — $ 33,375
Intangible assets <br>(1) 23,974 (8,202 ) 15,772 24,745 (6,067 ) 18,678
$ 58,045 $ (8,202 ) $ 49,843 $ 58,120 $ (6,067 ) $ 52,053
(1) Total weighted average amortization period was 5.53 years and 5.57 years as of June 30, 2021 and December 31, 2020, respectively.
--- ---

The changes in the carrying amount of goodwill consisted of the following (in thousands):

Six Months Ended<br> June 30,
2021 2020
Beginning balance $ 33,375 $ 15,072
Additions from acquisitions <br>(1) 696 9,247
Impairment losses — —
Ending balance $ 34,071 $ 24,319
(1) The 2021 addition represents a measurement period adjustment.
--- ---

Estimated amortization expense for intangible assets by year for the next five years and thereafter consisted of the following (in thousands):

June 30, 2021
Remainder of 2021 $ 1,738
2022 3,474
2023 3,407
2024 2,891
2025 2,671
Thereafter 1,591
$ 15,772

The Company evaluates goodwill for impairment annually in the fourth quarter. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing, which indicate that it is more likely than not an impairment loss has occurred. The Company evaluates its intangible assets that have finite useful lives whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable.

13

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2021, the Company considered the impact of COVID-19 pandemic and evaluated its goodwill and intangible assets for impairment testing. The Company estimated the recoverability of the intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows that the Company expects the asset to generate. The sum of the undiscounted expected future cash flows was greater than the carrying amount of the intangible assets. The Company concluded that as of June 30, 2021, there was no impairment of its goodwill and intangible assets.

6. Selected Balance Sheet Data

Advances and Loans, Net and Commissions Receivable, Net

Allowance for credit losses for advances and loans and commissions receivable consisted of the following (in thousands):

Advances and<br> Loans Commissions<br> Receivable Total
Beginning balance as of January 1, 2021 $ 563 $ 94 $ 657
Credit recovery (53 ) (84 ) (137 )
Write-offs (36 ) — (36 )
Ending balance as of June 30, 2021 $ 474 $ 10 $ 484
Advances and<br> Loans Commissions<br> Receivable Total
--- --- --- --- --- --- --- --- --- ---
Beginning balance as of January 1, 2020 $ 512 $ 32 (1) $ 544
Credit loss (recovery) expense (79 ) 1 (78 )
Write-offs (32 ) — (32 )
Ending balance as of June 30, 2020 $ 401 $ 33 $ 434
(1) Includes cumulative-effect adjustment related to the adoption of ASU <br>No. 2016-13,<br><br>Financial Instruments - Credit Losses<br>.
--- ---

Other Assets

Other assets consisted of the following (in thousands):

Current Non-Current
June 30,<br> 2021 December 31,<br> 2020 June 30,<br> 2021 December 31,<br> 2020
Mortgage servicing rights (“MSRs”), net of amortization $ — $ — $ 1,993 $ 1,897
Security deposits — — 1,475 1,461
Employee notes receivable <br>(1) 113 185 12 246
Customer trust accounts and other 5,629 4,526 506 572
$ 5,742 $ 4,711 $ 3,986 $ 4,176
(1) Reduction of accrued bonuses and other employee related expenses in settlement of employee notes receivable were $10 and $0 for the six months ended June 30, 2021 and 2020, respectively. See Note 7 – “Related-Party Transactions” for additional information.
--- ---

14

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MSRs

The net change in the carrying value of MSRs consisted of the following (in thousands):

Six Months Ended<br> June 30,
2021 2020
Beginning balance $ 1,897 $ 2,002
Additions 366 384
Amortization (270 ) (253 )
Ending balance $ 1,993 $ 2,133

The portfolio of loans serviced by the Company aggregated $1.6 billion for each of the periods ended June 30, 2021 and December 31, 2020, respectively. See Note 8 – “Fair Value Measurements” for additional information on MSRs.

In connection with MSR activities, the Company holds funds in escrow for the benefit of the lenders. These funds, which totaled $2.6 million and $3.2 million as of June 30, 2021 and December 31, 2020, respectively, and the offsetting obligations are not presented in the Company’s condensed consolidated financial statements as they do not represent assets and liabilities of the Company.

Deferred Compensation and Commissions

Deferred compensation and commissions consisted of the following (in thousands):

Current Non-Current
June 30,<br> 2021 December 31,<br> 2020 June 30,<br> 2021 December 31,<br> 2020
Stock appreciation rights (“SARs”) liability <br>(1) $ 2,225 $ 2,162 $ 14,690 $ 16,671
Commissions payable to investment sales and financing professionals 44,379 54,082 10,405 15,306
Deferred compensation liability <br>(1) 1,250 1,519 7,096 6,768
Other 315 343 — —
$ 48,169 $ 58,106 $ 32,191 $ 38,745
(1) The SARs and deferred compensation liability become subject to payout as a result of a participant no longer being considered a service provider. As a result of the retirement of certain participants, estimated amounts to be paid to the participants within the next twelve months have been classified as current.
--- ---

SARs Liability

Prior to the IPO, certain employees of the Company were granted SARs under a stock-based compensation program assumed by MMC. In connection with the IPO, the SARs agreements were revised, the MMC liability of $20.0 million for the SARs was frozen as of March 31, 2013 and was transferred to MMI through a capital distribution. The SARs liability will be settled with each participant in ten annual installments in January of each year upon retirement or termination from service, or in full upon consummation of a change in control of the Company.

Under the revised agreements, MMI is required to accrue interest on the outstanding balance beginning on January 1, 2014 at a rate based on the 10-year treasury note, plus 2%. The rate resets annually. The rates at January 1, 2021 and 2020 were 2.930% and 3.920%, respectively. MMI recorded interest expense related to this liability of $122,000 and $177,000 for the three months ended June 30, 2021 and 2020, respectively, and $244,000 and $355,000 for the six months ended June 30, 2021 and 2020, respectively.

Estimated payouts within the next twelve months for participants that have separated from service have been classified as current. During the six months ended June 30, 2021 and 2020, the Company made total payments of $2.2 million and $2.1 million, consisting of principal and accumulated interest, respectively.

Commissions Payable

Certain investment sales professionals have the ability to earn additional commissions after meeting certain annual revenue thresholds. These commissions are recognized as cost of services in the period in which they are earned as they relate to specific transactions closed. The Company has the ability to defer payment of certain commissions, at its election, for up to three years. Commissions payable that are not expected to be paid within twelve months are classified as long-term.

15

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Deferred Compensation Liability

A select group of management is eligible to participate in the Marcus & Millichap Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is a non-qualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code and permits participants to defer compensation up to the limits set forth in the Deferred Compensation Plan. Amounts are paid out generally when the participant is no longer a service provider; however, an in-service payout election is available to participants. Participants may elect to receive payouts as a lump sum or quarterly over a two to fifteen-year period. The Company elected to fund the Deferred Compensation Plan through company owned variable life insurance policies. The Deferred Compensation Plan is managed by a third-party institutional fund manager, and the deferred compensation and investment earnings are held as a Company asset in a rabbi trust, which is recorded in assets held in rabbi trust in the accompanying condensed consolidated balance sheets. The assets in the trust are restricted unless the Company becomes insolvent, in which case the trust assets are subject to the claims of the Company’s creditors. The Company may also, in its sole and absolute discretion, elect to withdraw at any time a portion of the trust assets by an amount by which the fair market value of the trust assets exceeds 110% of the aggregate deferred compensation liability represented by the participants’ accounts. Estimated payouts within the next twelve months for participants that have separated from service or elected in service payout have been classified as current. During the six months ended June 30, 2021 and 2020, the Company made total payments to participants of $815,000 and $821,000, respectively.

The assets held in the rabbi trust are carried at the cash surrender value of the variable life insurance policies, which represents its fair value. The net change in the carrying value of the assets held in the rabbi trust and the net change in the carrying value of the deferred compensation liability, each exclusive of additional contributions, distributions and trust expenses consisted of the following (in thousands):

Three Months Ended<br> June 30, Six Months Ended<br> June 30,
2021 2020 2021 2020
Increase (decrease) in the carrying value of the assets held in the rabbi trust <br>(1) $ 657 $ 1,124 $ 990 $ (264 )
Increase (decrease) in the net carrying value of the deferred compensation obligation <br>(2) $ 503 $ 973 $ 763 $ (300 )
(1) Recorded in other income (expense), net in the condensed consolidated statements of net and comprehensive income.
--- ---
(2) Recorded in selling, general and administrative expense in the condensed consolidated statements of net and comprehensive income.
--- ---

Other Liabilities

Other liabilities consisted of the following (in thousands):

Non-Current
June 30,<br> 2021 December 31,<br> 2020
Deferred consideration <br>(1) (2) $ 5,797 $ 8,582
Contingent consideration <br>(1) (2) 5,026 4,219
Other 1,091 1,015
$ 11,914 $ 13,816
(1) The current portions of deferred consideration in the amounts of $6,201 and $6,666 as of June 30, 2021 and December 31, 2020, respectively, are included in accounts payable and other liabilities in the condensed consolidated balance sheets. The current portions of contingent consideration in the amounts of $1,791 and $1,353 as of June 30, 2021 and December 31, 2020, respectively, are included in accounts payable and other liabilities in the condensed consolidated balance sheets.
--- ---
(2) Includes a measurement period adjustment and a reduction in deferred consideration settled in stock made during the six months ended June 30, 2021, which represents a noncash investing activity. See Note 5 – “Acquisitions, Goodwill and Other Intangible Assets” for additional information.
--- ---
7. Related-Party Transactions
--- ---

Shared and Transition Services

Certain services are provided to the Company under a Transition Services Agreement (“TSA”) between MMC and the Company. The TSA is intended to provide certain services until the Company acquires these services separately. Under the TSA, the Company incurred net costs (charge-back) during the three months ended June 30, 2021 and 2020 of $(4,000) and $16,000, respectively, and during

the six months ended June 30, 2021 and 2020 of $15,000 and $42,000, respectively. These amounts are included in selling, general and administrative expense in the accompanying condensed consolidated statements of net and comprehensive income.

16

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Brokerage and Financing Services with the Subsidiaries of MMC

MMC has wholly or majority owned subsidiaries that buy and sell commercial real estate properties. The Company performs certain brokerage and financing services related to transactions of the subsidiaries of MMC. For the three months ended June 30, 2021 and 2020, the Company earned real estate brokerage commissions and financing fees of $337,000 and $880,000, respectively, from transactions with subsidiaries of MMC related to these services. The Company incurred cost of services of $203,000 and $536,000, respectively, related to these revenues. For the six months ended June 30, 2021 and 2020, the Company earned real estate brokerage commissions and financing fees of $794,000 and $1.6 million, respectively, from transactions with subsidiaries of MMC related to these services. The Company incurred cost of services of $477,000 and $988,000, respectively, related to these revenues.

Operating Lease with MMC

The Company has an operating lease with MMC for a single-story office building located in Palo Alto, California, which expires on May 31, 2022. The related operating lease cost was $332,000 for each of the three months ended June 30, 2021 and 2020, respectively, and $665,000 for each of the six months ended June 30, 2021 and 2020, respectively. Operating lease cost is included in selling, general and administrative expense in the accompanying condensed consolidated statements of net and comprehensive income. See Note 3 – “Operating Leases” for additional information.

Accounts Payable and Other Liabilities with MMC

As of June 30, 2021 and December 31, 2020, accounts payable and other liabilities with MMC totaling $85,000 and $89,000, respectively, remain unpaid and are included in accounts payable and other liabilities in the accompanying condensed consolidated balance sheets.

Other

The Company makes advances to non-executive employees from time-to-time. At June 30, 2021 and December 31, 2020, the aggregate principal amount for employee notes receivable was $125,000 and $431,000, respectively, which is included in other assets (current and non-current) in the accompanying condensed consolidated balance sheets. See Note 6 – “Selected Balance Sheet Data” for additional information.

As of June 30, 2021, George M. Marcus, the Company’s founder and Chairman, beneficially owned approximately 38% of the Company’s issued and outstanding common stock, including shares owned by Phoenix Investments Holdings, LLC and the Marcus Family Foundation II.

8. Fair Value Measurements

U.S. GAAP defines the fair value of a financial instrument as the amount that would be received from the sale of an asset in an orderly transaction between market participants at the measurement date. The Company is responsible for the determination of fair value and the supporting methodologies and assumptions. The Company uses various pricing sources and third parties to provide and validate the values utilized.

The degree of judgment used in measuring the fair value of financial instruments is generally inversely correlated with the level of observable valuation inputs. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Financial instruments for which no quoted prices are available have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment.

Assets recorded at fair value are measured and classified in accordance with a fair value hierarchy consisting of the three “levels” based on the observability of inputs available in the marketplace used to measure the fair values as discussed below:

• Level<br><br>1:<br> Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
• Level<br><br>2:<br> Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or
--- ---
• Level<br><br>3:<br> Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
--- ---

17

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recurring Fair Value Measurements

The Company values its investments including commercial paper and floating NAV money market funds recorded in cash and cash equivalents, investments in marketable debt securities, available-for-sale, assets held in the rabbi trust, deferred compensation liability and contingent and deferred consideration at fair value on a recurring basis.

Fair values for investments included in cash and cash equivalents and marketable debt securities, available-for-sale were determined for each individual security in the investment portfolio and all these securities are Level 1 or 2 measurements as appropriate.

Fair values for assets held in the rabbi trust and related deferred compensation liability were determined based on the cash surrender value of the company owned variable life insurance policies and underlying investments in the trust, and are Level 2 and Level 1 measurements, respectively.

Contingent consideration in connection with acquisitions, is carried at fair value and determined on a contract-by-contract basis, calculated using unobservable inputs based on a probability of achieving EBITDA and other performance requirements, and is a Level 3 measurement. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time, and is a Level 2 measurement.

Assets and liabilities carried at fair value on a recurring basis consisted of the following (in thousands):

June 30, 2021 December 31, 2020
Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3
Assets:
Assets held in rabbi trust $ 11,178 $ — $ 11,178 $ — $ 10,295 $ — $ 10,295 $ —
Cash equivalents <br>(1)<br>:
Commercial paper and other $ 1,800 $ — $ 1,800 $ — $ 9,399 $ — $ 9,399 $ —
Money market funds 167,441 167,441 — — 158,271 158,271 — —
$ 169,241 $ 167,441 $ 1,800 $ — $ 167,670 $ 158,271 $ 9,399 $ —
Marketable debt securities, <br>available-for-sale:
Short-term investments:
U.S. treasuries $ 74,436 $ 74,436 $ — $ — $ 75,970 $ 75,970 $ — $ —
U.S. government sponsored entities — — — — 32,447 — 32,447 —
Corporate debt 72,736 — 72,736 — 49,841 — 49,841 —
$ 147,172 $ 74,436 $ 72,736 $ — $ 158,258 $ 75,970 $ 82,288 $ —
Long-term investments:
U.S. treasuries $ 52,196 $ 52,196 $ — $ — $ 3,641 $ 3,641 $ — $ —
U.S. government sponsored entities 913 — 913 — 1,152 — 1,152 —
Corporate debt 37,649 — 37,649 — 36,287 — 36,287 —
ABS and other 6,756 — 6,756 — 6,693 — 6,693 —
$ 97,514 $ 52,196 $ 45,318 $ — $ 47,773 $ 3,641 $ 44,132 $ —
Liabilities:
Contingent consideration $ 6,817 $ — $ — $ 6,817 $ 5,572 $ — $ — $ 5,572
Deferred consideration $ 11,998 $ — $ 11,998 $ — $ 15,248 $ — $ 15,248 $ —
Deferred compensation liability $ 8,346 $ 8,346 $ — $ — $ 8,287 $ 8,287 $ — $ —
(1) Included in cash and cash equivalents on the accompanying condensed consolidated balance sheets.
--- ---

There were no transfers in or out of Level 3 during the six months ended June 30, 2021 and 2020.

18

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2021, the Company considered current and future interest rates and the economic impact from the COVID-19 pandemic, including new variants and vaccination rates, on the probability of achieving EBITDA and other performance targets in its determination of fair value for the contingent consideration. The Company is uncertain as to the extent of the volatility in the unobservable inputs in the foreseeable future. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time.

As of June 30, 2021 and December 31, 2020, contingent and deferred consideration ha d a maximum undiscounted payment to be settled in cash or stock of $31.0 million and $33.2 million, respectively. Assuming the achievement of the applicable performance criteria and/or service and time requirements, the Company anticipates these payments will be made over the next one to seven-year period. Changes in fair value are included in selling, general and administrative expense in the condensed consolidated statements of net and comprehensive income.

A reconciliation of contingent consideration measured at fair value on a recurring basis consisted of the following (in thousands):

Six Months Ended<br> June 30,
2021 2020
Beginning balance $ 5,572 $ 3,387
Contingent consideration in connection with acquisitions<br>(1) (100 ) 1,800
Change in fair value of contingent consideration 1,345 21
Payments of contingent consideration — —
Ending balance $ 6,817 $ 5,208
(1) Contingent consideration in connection with acquisitions represents a noncash investing activity. Six months ended June 30, 2021 relates to a measurement period adjustment. See Note 5 – “Acquisitions, Goodwill and Other Intangible Assets” for additional information.
--- ---

Quantitative information about the valuation technique and significant unobservable inputs used in the valuation of the Company’s Level 3 financial liabilities measured at fair value on a recurring basis consisted of the following (dollars in thousands):

Fair Value at<br> June 30, 2021 Valuation Technique Unobservable inputs Range<br> (Weighted Average)<br>(1)
Contingent consideration $ 6,817 Discounted cash flow Expected life of cash flows 1.9-6.3 years (3.8 years)
Discount rate 1.9%-3.7%       (2.8%)
Probability of achievement 33.8%-100.0%     (90.1%)
Fair Value at<br> December 31, 2020 Valuation Technique Unobservable inputs Range<br> (Weighted Average)<br>(1)
Contingent consideration $ 5,572 Discounted cash flow Expected life of cash flows 2.4-6.8<br> years (4.4 years)
Discount rate 2.6%-4.3%       (3.4%)
Probability of achievement 50.0%-100.0%     (86.1%)
(1) Unobservable inputs were weighted by the relative fair value of the instruments.
--- ---

Nonrecurring Fair Value Measurements

In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of MSRs, intangibles, goodwill and other assets for indications of impairment at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required.

19

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MSRs are recorded at fair value upon acquisition of a servicing contract. The Company has elected the amortization method for the subsequent measurement of MSRs. MSRs are carried at the lower of amortized cost or fair value. MSRs are a Level 3 measurement. The Company’s MSRs do not trade in an active, open market with readily observable prices. The estimated fair value of the Company’s MSRs were developed using a discounted cash flow model that calculates the present value of estimated future net servicing income. The model considers contractual provisions and assumptions of market participants including specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions used to reflect observable market conditions and assumptions that a market participant would consider in valuing an MSR asset. Management uses assumptions in the determination of fair value for MSRs after considering default, severity, prepayment and discount rates related to the specific types and underlying collateral of the various serviced loans, interest rates, refinance rates, and current government and private sector responses on the economic impact of the COVID-19 pandemic. MSRs are carried at the lower of amortized cost or fair value. The fair value of the MSRs approximated the carrying value at June 30, 2021 and December 31, 2020 after consideration of the revisions to the various assumptions. See Note 6 – “Selected Balance Sheet Data – Other Assets – MSRs” for additional information.

Quantitative information about the valuation technique and significant unobservable inputs used in the valuation of the Company’s Level 3 financial assets measured at fair value on a nonrecurring basis consisted of the following (dollars in thousands):

Fair Value at<br> June 30, 2021 Valuation Technique Unobservable inputs Range<br> (Weighted Average)<br>(1)
MSRs $ 2,367 Discounted cash flow Constant prepayment rates 0.0%-20.0% (10.0%)
Constant default rate 0.3%-4.5%   (1.2%)
Loss severity 26.2%-31.4% (28.0%)
Discount rate 10.0%-10.0% (10.0%)
Fair Value at<br> December 31, 2020 Valuation Technique Unobservable inputs Range<br> (Weighted Average)<br>(1)
MSRs $ 2,135 Discounted cash flow Constant prepayment rates 0.0%-20.0% (10.0%)
Constant default rate 0.3%-4.1%   (1.1%)
Loss severity 26.2%-31.4% (28.0%)
Discount rate 10.0%-10.0% (10.0%)
(1) Weighted average is based on the 10% constant prepayment rate scenario which the Company uses as the reported fair value.
--- ---
9. Stockholders’ Equity
--- ---

Common Stock

As of June 30, 2021 and December 31, 2020, there were 39,578,360 and 39,401,976 shares of common stock, $0.0001 par value, issued and outstanding, which include unvested restricted stock awards (“RSAs”) issued to non-employee directors, respectively. See Note 12 – “Earnings per Share” for additional information.

Preferred Stock

The Company has 25,000,000 authorized shares of preferred stock with a par value $0.0001 per share. At June 30, 2021 and December 31, 2020, there were no preferred shares issued or outstanding.

Accumulated Other Comprehensive Income/Loss

Amounts reclassified from accumulated other comprehensive income/loss include marketable debt securities, available for sale are included as a component of other income (expense), net or selling, general and administrative expense, as applicable, in the condensed consolidated statements of net and comprehensive income. The reclassifications were determined on a specific identification basis.

20

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has not provided for U.S. taxes on unremitted earnings of its foreign subsidiary as it is operating at a loss and has no earnings and profits to remit. As a result, deferred taxes were not provided related to the cumulative foreign currency translation adjustments.

10. Stock-Based Compensation Plans

2013 Omnibus Equity Incentive Plan

The Company’s board of directors adopted the 2013 Omnibus Equity Incentive Plan (the “2013 Plan”), which became effective upon the Company’s IPO. In February 2017, the board of directors amended and restated the 2013 Plan, which was approved by the Company’s stockholders in May 2017. Grants are made from time to time by the compensation committee of the Company’s board of directors at its discretion, subject to certain restrictions as to the number and value of shares that may be granted to any individual. In addition, non-employee directors receive annual grants under a director compensation policy. As of June 30, 2021, there were 4,718,747 shares available for future grants under the 2013 Plan.

Awards Granted and Settled

Under the 2013 Plan, the Company has issued RSAs to non-employee directors and restricted stock units (“RSUs”) to employees and independent contractors. RSAs vest over a one-year period from the date of grant, subject to service requirements. RSUs generally vest in equal annual installments over a five-year period from the date of grant or earlier as approved by the compensation committee of the Company’s board of directors. Any unvested awards are canceled upon termination as a service provider. As of June 30, 2021, there were no issued or outstanding options, SARs, performance units or performance share awards under the 2013 Plan.

During the six months ended June 30, 2021, 183,315 shares of RSUs vested and 58,539 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on the vesting date. The shares withheld for taxes were returned to the share reserve and are available for future issuance in accordance with provisions of the 2013 Plan. During the six months ended June 30, 2021, there were no deferred stock units (“DSUs”) that settled.

Outstanding Awards

Activity under the 2013 Plan consisted of the following (dollars in thousands, except weighted average per share data):

RSA Grants to<br> <br>Non-employee<br><br> Directors RSU Grants to<br> Employees RSU Grants to<br> Independent<br> Contractors Total Weighted-<br> Average Grant<br> Date Fair Value<br> Per Share
Nonvested shares at December 31, 2020<br>(1) 16,728 637,650 264,001 918,379 $ 33.73
Granted 12,492 247,469 15,386 275,347 $ 38.57
Vested (16,728 ) (155,379 ) (27,936 ) (200,043 ) $ 32.31
Transferred — (3,220 ) 3,220 — $ 31.05
Forfeited/canceled — (16,476 ) (3,585 ) (20,061 ) $ 33.05
Nonvested shares at June 30, 2021 <br>(1) 12,492 710,044 251,086 973,622 $ 34.86
Unrecognized stock-based compensation expense as of June 30, 2021 <br>(2) $ 378 $ 23,442 $ 6,634 $ 30,454
Weighted average remaining vesting period (years) as of June 30, 2021 0.84 3.75 2.99 3.55
(1) Nonvested RSUs will be settled through the issuance of new shares of common stock.
--- ---
(2) The total unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately 3.55 years.
--- ---

Employee Stock Purchase Plan

In 2013, the Company adopted the 2013 Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and provides for consecutive, non-overlapping

6-month offering periods. The offering periods generally start on the first trading day on or after May 15 and November 15 of each year. Qualifying employees may purchase shares of the Company stock at a 10% discount based on the lower of the market price at the beginning or end of the offering period, subject to IRS limitations. The Company determined that the ESPP was a compensatory plan and is required to expense the fair value of the awards over each 6-month offering period.

21

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The ESPP initially had 366,667 shares of common stock reserved, and 165,242 shares of common stock remain available for issuance as of June 30, 2021. The ESPP provides for annual increases in the number of shares available for issuance under the ESPP, equal to the least of (i) 366,667 shares, (ii) 1% of the outstanding shares on such date, or (iii) an amount determined by the compensation committee of the board of directors. Pursuant to the provisions of the ESPP, the board of directors has determined to not provide for any annual increases to date. At June 30, 2021, total unrecognized compensation cost related to the ESPP was $50,000 and is expected to be recognized over a weighted average period of 0.38 years.

SARs and DSUs

Prior to the IPO, certain employees were granted SARs. As of March 31, 2013, the outstanding SARs were frozen at the liability amount, and will be paid out to each participant in installments upon retirement or departure under the terms of the revised SARs agreements. To replace beneficial ownership in the SARs, the difference between the book value liability and the fair value of the awards was granted to plan participants in the form of DSUs, which were fully vested upon receipt and will be settled in actual stock at a rate of 20% per year if the participant remains employed by the Company during that period (otherwise all unsettled shares of stock upon termination from service will be settled five years from the termination date, unless otherwise agreed to by the Company). In the event of death or termination of service after reaching the age of 67, 100% of the DSUs will be settled. As of June 30, 2021, the remaining future share settlements of fully vested DSUs by year consisted of the following:

June 30, 2021
2021 60,373
2022 281,193
341,566

Summary of Stock-Based Compensation

Components of stock-based compensation are included in selling, general and administrative expense in the condensed consolidated statements of net and comprehensive income and consisted of the following (in thousands):

Three Months Ended<br> June 30, Six Months Ended<br> June 30,
2021 2020 2021 2020
ESPP $ 24 $ 36 $ 74 $ 83
RSAs – <br>non-employee<br> directors 113 213 224 373
RSUs – employees 1,747 1,514 3,201 3,170
RSUs – independent contractors 778 773 1,451 1,542
$ 2,662 $ 2,536 $ 4,950 $ 5,168
11. Income Taxes
--- ---

The Company’s effective tax rate for the three and six months ended June 30, 2021 was 26.4% and 27.2%, respectively, compared to 28.4% and 31.1% ,

respectively, for the three and six months ended June 30, 2020. The Company provides for the effects of income taxes in interim financial statements based on the Company’s estimate of its annual effective tax rate for the full year, which is based on forecasted income by jurisdiction where the Company operates, adjusted for any tax effects of items that relate discretely to the period, if any.

22

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The provision for income taxes differs from the amount computed by applying the U.S. federal statutory rate to income before provision for income taxes and consisted of the following (dollars in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Amount Rate Amount Rate Amount Rate Amount Rate
Income tax expense at the federal statutory rate $ 8,994 21.0 % $ 31 21.0 % $ 13,425 21.0 % $ 4,018 21.0 %
State income tax expense, net of federal benefit 1,999 4.7 % (69 ) (46.8 )% 3,046 4.8 % 950 5.0 %
(Windfall) shortfall tax benefits, net related to stock-based<br> <br>compensation (52 ) (0.1 )% 90 61.2 % (79 ) (0.1 )% 73 0.4 %
Change in valuation allowance 17 0.0 % 96 65.4 % 188 0.3 % 460 2.4 %
Permanent and other items <br>(1) 339 0.8 % (106 ) (72.4 )% 803 1.2 % 458 2.3 %
$ 11,297 26.4 % $ 42 28.4 % $ 17,383 27.2 % $ 5,959 31.1 %
(1) Permanent items relate principally to compensation charges, qualified transportation fringe benefits and meals and entertainment.
--- ---
  1. Earnings per Share

Basic and diluted earnings per share for the three and six months ended June 30, 2021 and 2020, respectively consisted of the following (in thousands, except per share data):

Three Months Ended<br> June 30, Six Months Ended<br> June 30,
2021 2020 2021 2020
Numerator (Basic and Diluted):
Net income $ 31,532 $ 106 $ 46,544 $ 13,176
Change in value for stock settled consideration (42 ) — 10 —
Adjusted net income $ 31,490 $ 106 $ 46,554 $ 13,176
Denominator:
Basic
Weighted average common shares issued and outstanding 39,549 39,306 39,491 39,261
Deduct: Unvested RSAs <br>(1) (14 ) (19 ) (16 ) (18 )
Add: Fully vested DSUs <br>(2) 342 342 342 342
Weighted average common shares outstanding 39,877 39,629 39,817 39,585
Basic earnings per common share $ 0.79 $ — $ 1.17 $ 0.33
Diluted
Weighted average common shares outstanding from above 39,877 39,629 39,817 39,585
Add: Dilutive effect of RSUs, RSAs & ESPP 149 44 182 77
Add: Contingently issuable shares<br>(3) 113 — 113 —
Weighted average common shares outstanding 40,139 39,673 40,112 39,662
Diluted earnings per common share $ 0.78 $ — $ 1.16 $ 0.33
Antidilutive shares excluded from diluted earnings per common share<br>(4) 48 738 275 636
(1) RSAs were issued and outstanding to the <br>non-employee<br> directors and have a <br>one-year<br> vesting term subject to service requirements. See Note 10 – “Stock-Based Compensation Plans” for additional information.
--- ---
(2) Shares are included in weighted average common shares outstanding as the shares are fully vested but have not yet been delivered. See Note 10 – “Stock-Based Compensation Plans” for additional information.
--- ---
(3) Relates to contingently issuable stock settled consideration.
--- ---
(4) Primarily pertaining to RSU grants to the Company’s employees and independent contractors.
--- ---

23

Table of Contents

MARCUS & MILLICHAP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13. Commitments and Contingencies

Credit Agreement

On June 18, 2014, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association (the “Bank”), as amended and restated on May 28, 2019, and further, amended on November 27, 2019 and on February 9, 2021 (the “Credit Agreement”). The Credit Agreement provides for a $60.0 million principal amount senior secured revolving credit facility that is guaranteed by all of the Company’s domestic subsidiaries (the “Credit Facility”) and matures on June 1, 2022. The Company may borrow, repay and reborrow amounts under the Credit Facility until its maturity date, at which time all amounts outstanding under the Credit Facility must be repaid in full. Upon the expiration of the use of the LIBOR as a benchmark, the benchmark will be replaced with the SOFR plus a spread adjustment.

Borrowings under the Credit Agreement are available for general corporate purposes and working capital. The Credit Facility includes a $10.0 million sublimit for the issuance of standby letters of credit of which $533,000 was utilized at June 30, 2021. Borrowings under the Credit Facility will bear interest, at the Company’s option, at either (i) a fluctuating rate per annum 2.00% below the Base Rate (defined as the highest of (a) the Bank’s prime rate, (b) one-month LIBOR plus 1.50%, and (c) the federal funds rate plus 1.50%), or (ii) at a fixed rate per annum determined by Bank to be between 0.875% to 1.125% above LIBOR. In connection with the amendments of the Credit Agreement, the Company paid bank fees and other expenses, which are being amortized over the remaining term of the Credit Agreement. The Company pays a commitment fee of up to 0.1% per annum, payable quarterly, based on the amount of unutilized commitments under the Credit Facility. The amortization and commitment fee is included in interest expense in the accompanying condensed consolidated statements of net and comprehensive income and was $20,000 and $21,000 during the three months ended June 30, 2021 and 2020, respectively, and $44,000 and $43,000 , respectively, during the six months ended June 30, 2021 and 2020. As of June 30, 2021, there were no amounts outstanding under the Credit Agreement.

The Credit Facility contains customary covenants, including financial and other covenant reporting requirements and events of default. Financial covenants require the Company, on a combined basis with its guarantors, to maintain (i) an EBITDAR Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25:1.0 as of each quarter end, determined on a rolling four-quarter basis, and (ii) total funded debt to EBITDA not greater than 1.5:1.0 as of each quarter end, determined on a rolling four-quarter basis, and also limits investments in foreign entities and certain other loans. The Credit Facility is secured by substantially all assets of the Company, including pledges of 100% of the stock or other equity interest of each subsidiary except for the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code), in which case no such pledge is required. As of June 30, 2021, the Company was in compliance with all financial and non-financial covenants and has not experienced any limitation in its operations as a result of the covenants.

Other

In connection with certain agreements with investment sales and financing professionals, the Company may agree to advance amounts to such professionals upon reaching certain time and performance goals. Such commitments as of June 30, 2021 aggregated $23.0 million.

24

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context requires otherwise, the words “Marcus & Millichap,” “MMI,” “we,” the “Company,” “us” and “our” refer to Marcus & Millichap, Inc., and its other consolidated subsidiaries.

Forward-Looking Statements

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to the potential continuing impact of the COVID-19 pandemic. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021, or for any other future period. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Item 1 of this Form 10-Q and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021, including the “Risk Factors” section and the consolidated financial statements and notes included therein.

Overview

We are a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services. We have been the top commercial real estate investment broker in the United States based on the number of investment transactions for more than 15 years. As of June 30, 2021, we had 2,022 investment sales and financing professionals that are primarily exclusive independent contractors operating in 84 offices, who provide real estate brokerage and financing services to sellers and buyers of commercial real estate assets. We also offer market research, consulting and advisory services to our clients. During the three and six months ended June 30, 2021, we closed 3,285 and 5,617 investment sales, financing and other transactions with total sales volume of approximately $17.4 billion and $29.4 billion, respectively. During the year ended December 31, 2020, we closed 8,954 investment sales, financing and other transactions with total sales volume of approximately $43.4 billion.

We generate revenues by collecting real estate brokerage commissions upon the sale, and fees upon the financing, of commercial properties, and by providing equity advisory services, loan sales and consulting and advisory services. Real estate brokerage commissions are typically based upon the value of the property and financing fees are typically based upon the size of the loan. During each of the three and six months ended June 30, 2021, approximately 89% of our revenues were generated from real estate brokerage commissions, 10% from financing fees and 1% from other real estate related services. During the year ended December 31, 2020, approximately 88% of our revenues were generated from real estate brokerage commissions, 10% from financing fees and 2% from other real estate related services.

We divide commercial real estate into four major market segments, characterized by price:

• Properties priced less than $1 million;
• Private client market:<br> properties priced from $1 million to up to but less than $10 million;
--- ---
• Middle market:<br> properties priced from $10 million to up to but less than $20 million; and
--- ---
• Larger transaction market:<br> properties priced from $20 million and above.
--- ---

Our strength is in serving private clients in the $1-$10 million private client market segment, which contributed approximately 63% and 69% of our real estate brokerage commissions during the three months ended June 30, 2021 and 2020, respectively, and approximately 63% and 67% of our real estate brokerage commissions during the six months ended June 30, 2021 and 2020, respectively. The following table sets forth the number of transactions, sales volume and revenues by commercial real estate market segment for real estate brokerage:
2020 Change
Real Estate Brokerage Volume Revenues Number Volume Revenues Number Volume Revenues
(in millions) (in thousands) (in millions) (in thousands) (in millions) (in thousands)
<1 million 297 $ 200 $ 7,618 192 $ 118 $ 4,518 105 $ 82 $ 3,100
Private client market (1 - <10 million) 1,767 5,675 158,136 793 2,614 70,817 974 3,061 87,319
Middle market (10 - <20 million) 156 2,134 41,745 43 618 11,591 113 1,516 30,154
Larger transaction market (³20 million) 110 5,551 45,404 47 2,074 16,445 63 3,477 28,959
2,330 $ 13,560 $ 252,903 1,075 $ 5,424 $ 103,371 1,255 $ 8,136 $ 149,532

All values are in US Dollars.

25

Table of Contents
2020 Change
Real Estate Brokerage Volume Revenues Number Volume Revenues Number Volume Revenues
(in millions) (in thousands) (in millions) (in thousands) (in millions) (in thousands)
<1 million 524 $ 349 $ 13,756 408 $ 254 $ 10,260 116 $ 95 $ 3,496
Private client market (1 - <10 million) 2,967 9,343 263,559 2,035 6,615 185,081 932 2,728 78,478
Middle market (10 - <20 million) 234 3,201 62,346 134 1,840 34,259 100 1,361 28,087
Larger transaction market (³20 million) 193 9,531 76,038 113 5,157 45,600 80 4,374 30,438
3,918 $ 22,424 $ 415,699 2,690 $ 13,866 $ 275,200 1,228 $ 8,558 $ 140,499

All values are in US Dollars.

COVID-19

We are closely monitoring the continuing impact of the COVID-19 pandemic on all aspects of our business and in the regions we operate. We continue to follow the local guidelines in cities where our offices are located, and all of our offices have re-opened and are available to our employees and sales and financing professionals.

Our business was impacted by the COVID-19 pandemic during most of 2020, with the total number of transactions and total revenues declining 7.9% and 11.1%, respectively, in the year ended December 31, 2020 compared to the same period in 2019. During the six months ended June 30, 2021, total revenues and total number of transactions increased 52.2% and 46.4%, respectively, compared to the same period in 2020 and 26.6% and 25.2%, respectively, compared to the same period in 2019. While our total revenues were significantly above prior years’ levels, some uncertainty exists in our ability to sustain the growth rates experienced during the three and six months ended June 30, 2021, for the second half of 2021.

We continue to monitor the economic trends and related demand for our services and will adjust our operations accordingly. Our priority continues to be to support our team’s efforts to increase client contact, provide expanded content and advisory services to investors and clients, and preserve our financial position through expense controls. We continue to extend the use of technology and resource sharing measures adopted over the past year as ways to achieve more efficiency on a long-term basis. Given our significant liquidity, we expect our company to be well positioned to benefit from and contribute to the economic recovery and the related increase in the volume of real estate transactions as the pandemic subsides, including making accretive and synergistic acquisitions, which will help expand service offerings and market coverage.

Due to a continuing uncertainty around the COVID-19 pandemic, we are unable to predict its potential impact on our financial condition, results of operations and cash flows. These uncertainties include the scope, severity and duration of the pandemic; variants in the virus, vaccination rates and the effects thereof; expectation gaps among buyers and sellers on pricing and property operation, vulnerability to further economic weakness and/or slow recovery; the direct and indirect economic effects of the actions taken by state and local governments to continue to contain the pandemic or mitigate its impact; and the impact of these and other factors on our employees, independent contractors, clients and potential clients.

Factors Affecting Our Business

Our business and our operating results, financial condition and liquidity are significantly affected by the number and size of commercial real estate investment sales and financing transactions that we close in any period. The number and size of these transactions are affected by our ability to recruit and retain investment sales and financing professionals, identify and contract properties for sale and identify those that need financing and refinancing. We principally monitor the commercial real estate market through four factors, which generally drive our business. The factors are the economy, commercial real estate supply and demand, capital markets and investor sentiment and investment activity.

The Economy

Our business is dependent on economic conditions within the markets in which we operate. Changes in the economy on a global, national, regional or local basis can have a positive or a negative impact on our business. Economic indicators and projections related to job growth, unemployment, interest rates, retail spending and confidence trends can have a positive or a negative impact on our business. Overall market conditions, including global trade, interest rate changes and job creation, can affect investor sentiment and, ultimately, the demand for our services from investors in real estate.

26

Table of Contents

The infusion of over $5 trillion of stimulus funds in conjunction with the reopening of states after the prolonged lockdowns fueled strong second quarter GDP growth of 6.5%, supporting outsized annual economic growth this year. We believe the prospect of a strong recovery could continue to fuel space demand for all types of commercial real estate, although the emergence of the COVID-19 variants could potentially slow the recovery of some real estate sectors in select parts of the country. The addition of nearly 3.3 million jobs so far this year, largely in the hard-hit service sectors, reflects strengthening economic growth as consumers return to retail stores, restaurants, entertainment venues and hotels. The rapid consumption gains have outpaced manufacturing and supply chain capacity, delivering elevated inflationary pressure. Although heightened inflation risk merits investor attention, particularly in relation to Federal Reserve policy and interest rates, we believe that commercial real estate tends to be a comparatively strong inflation hedge relative to many other investment classes. This combination, along with elevated liquidity, supported particularly strong investor activity in the second quarter of 2021. Potential headwinds could still emerge in the second half of 2021, however, as the U.S. Congress considers tax policy revisions that could affect commercial real estate investments.

Commercial Real Estate Supply and Demand

Our business is dependent on the willingness of investors to invest in or sell commercial real estate, which is affected by many factors beyond our control. These factors include the supply of commercial real estate coupled with user demand for these properties and the performance of real estate assets when compared with other investment alternatives, such as stocks and bonds.

During the second quarter of 2021, economic reopening bolstered space demand for all commercial real estate property types. Apartment, self-storage and industrial properties delivered particularly strong results as they built on the momentum they sustained through the COVID-19 pandemic. Retail, hotel and seniors housing properties delivered more modest gains, beginning their recovery from the severe impact of the pandemic. Office space demand remains comparatively weak, but it has finally moved back into positive territory following four quarters of negative space demand. A key consideration for office space will be the extent to which companies bring their employees back to the office. It appears that some headway has been made as a modest recovery of housing demand in major urban metros like New York and the Bay Area manifested in the second quarter of 2021. Whether employees fully return to the office, adopt some form of hybrid work week or continue to work from home could significantly impact future commercial real estate space demand. Through the pandemic, housing and space demand followed the population migration to suburban areas and to smaller cities, drawing increased investor capital to these areas. If workers return to offices in the urban core of major metros, the trend could at least partially revert to pre-pandemic trends. Regardless, on a macro-level space demand drivers appear to be reviving, and this is supporting increased investor activity.

Capital Markets

Credit and liquidity issues in the financial markets have a direct impact on the flow of capital to the commercial real estate market. Real estate purchases are often financed with debt and, as a result, credit and liquidity impact transaction activity and prices. Changes in interest rates, as well as steady and protracted movements of interest rates in one direction, whether increases or decreases, could adversely or positively affect the operations and income potential of commercial real estate properties, as well as lender and equity underwriting for real estate investments. These changes generally influence the demand of investors for commercial real estate investments.

Capital liquidity remains strong with debt financing available for most property types in most markets. Although hotels and some retail properties have faced difficulty in obtaining financing through the COVID-19 pandemic, lenders are becoming increasingly active in these segments. On a macro level, banks and government agencies have been the most active lenders, but commercial mortgage-backed securities and life insurance company lenders have become increasingly active, further increasing the availability of debt capital. Interest rates were particularly favorable through the second quarter of 2021, with the ten-year treasury hovering in the 1.5% range, and have since dipped even lower. The low cost of capital has been promoting investor activity, but elevated inflation risk could force the Federal Reserve to begin to tighten their monetary policy earlier than previously expected. We believe such action could result in upward pressure on interest rates and could potentially weigh on investor activity depending on the speed and magnitude of any changes.

Investor Sentiment and Investment Activity

We rely on investors to buy and sell properties in order to generate commissions. Investors’ desires to engage in real estate transactions are dependent on many factors that are beyond our control. The economy, supply and demand for properly positioned properties, available credit and market events impact investor sentiment and, therefore, transaction velocity. In addition, our private clients are often motivated to buy, sell and/or refinance properties due to personal circumstances such as death, divorce, partnership breakups and estate planning.

27

Table of Contents

During the second quarter of 2021, commercial real estate activity was notably strong, well above the pandemic restrained second quarter of 2020 and in alignment with the second quarter of 2019. Positive market and economic factors including rising commercial real estate space demand, strong liquidity, low interest rates, expectations of a robust economic recovery and positive demographics aligned to spur investor optimism. The demand for highly sought-after property types and markets was robust as buyers competed to place capital, but the transaction flow has been inhibited by a limited volume of for-sale properties and by the price discovery process which is still ongoing. Recovery property segments like hotels, seniors housing, office and some retail properties often face a wide buyer/seller expectation gap, as do properties in major urban areas that were particularly hard-hit by the COVID-19 pandemic. It appears some buyers still hope to find distressed properties in these hard-hit segments, but well-financed owners have generally been able to weather the worst of the downturn and the majority are expected to hold through the nascent recovery until pricing fully revives. We believe the investment climate remains positive, but could be inhibited by a significant COVID-19 resurgence or variants, Federal Reserve actions or commentary that pushes interest rates higher or by the release of potential tax policy changes by Congress. Prospective increases in personal, corporate, capital gains and estate taxes have the potential to dampen consumption and business investment while simultaneously rendering existing investment and estate plans obsolete. Tax policy changes could spark a short-term wave of transactions or they could slow transaction activity depending on exactly how the changes are framed and the time frame in which they are enacted. In addition, questions remain about the future of 1031 tax deferred exchanges, but this tax code section has survived many attempts at elimination largely because studies have demonstrated that cancelling this tax code section would likely cause considerable economic and tax revenue losses. Nonetheless, based on the foregoing, we believe the emerging medical solutions to the health crisis and the nascent release of pent-up demand among consumers and real estate investors should ultimately outweigh tax policy headwinds.

Seasonality

Our real estate brokerage commissions and financing fees have tended to be seasonal and, combined with other factors, can affect an investor’s ability to compare our financial condition and results of operations on a quarter-by-quarter basis. Historically, this seasonality has generally caused our revenue, operating income, net income and cash flows from operating activities to be lower in the first half of the year and higher in the second half of the year, particularly in the fourth quarter. The concentration of earnings and cash flows in the last six months of the year, particularly in the fourth quarter, is due to an industry-wide focus of clients to complete transactions towards the end of the calendar year. This historical trend can be disrupted both positively and negatively by major economic events, political events, natural disasters or pandemics such as the COVID-19 pandemic, which may impact, among other things, investor sentiment for a particular property type or location, volatility in financial markets, current and future projections of interest rates, attractiveness of other asset classes, market liquidity and the extent of limitations or availability of capital allocations for larger property buyers, among others. Private client investors may accelerate or delay transactions due to personal or business-related reasons unrelated to economic events. In addition, our operating margins are typically lower during the second half of each year due to our commission structure for some of our senior investment sales and financing professionals. These senior investment sales and financing professionals are on a graduated commission schedule that resets annually, pursuant to which higher commissions are paid for higher sales volumes. Our historical pattern of seasonality may or may not continue to the same degree experienced in prior years.

Operating Segments

We follow the guidance for segment reporting, which requires reporting information on operating segments in interim and annual financial statements. Substantially all of our operations involve the delivery of commercial real estate services to our customers including real estate investment sales, financing and consulting and advisory services. Management makes operating decisions, assesses performance and allocates resources based on an ongoing review of these integrated operations, which constitute only one operating segment for financial reporting purposes.

Key Financial Measures and Indicators

Revenues

Our revenues are primarily generated from our real estate investment sales business. In addition to real estate brokerage commissions, we generate revenues from financing fees and from other revenues, which are primarily comprised of consulting and advisory fees.

28

Table of Contents

Because our business is transaction oriented, we rely on investment sales and financing professionals to continually develop leads, identify properties to sell and finance, market those properties and close the sale timely to generate a consistent flow of revenue. While our sales volume is impacted by seasonality factors, the timing of closings is also dependent on many market and personal factors unique to a particular client or transaction, particularly clients transacting in the $1-$10 million private client market segment. These factors can cause transactions to be accelerated or delayed beyond our control. Further, commission rates earned are generally inversely related to the value of the property sold. As a result of our expansion into the middle and larger transaction market segments, we have seen our overall commission rates fluctuate from period-to-period as a result of changes in the relative mix of the number and volume of investment sales transactions closed in the middle and larger transaction market segments as compared to the $1-$10 million private client market segment. These factors may result in period-to-period variations in our revenues that differ from historical patterns.

A small percentage of our transactions include retainer fees and/or breakage fees. Retainer fees are credited against a success-based fee paid upon the closing of a transaction or a breakage fee. Transactions that are terminated before completion will sometimes generate breakage fees, which are usually calculated as a set amount or a percentage of the fee we would have received had the transaction closed.

Real Estate Brokerage Commissions

We earn real estate brokerage commissions by acting as a broker for commercial real estate owners seeking to sell or investors seeking to buy properties. Revenues from real estate brokerage commissions are typically recognized at the close of escrow.

Financing Fees

We earn financing fees by securing financing on purchase transactions or by securing refinancing of our clients’ existing mortgage debt. We recognize financing fee revenues at the time the loan closes, and we have no remaining significant obligations for performance in connection with the transaction.

To a lesser extent, we also earn mortgage servicing revenue, mortgage servicing fees, equity advisory services, loan sales and ancillary fees associated with financing activities. We recognize mortgage servicing revenues upon the acquisition of a servicing obligation. We generate mortgage servicing fees through the provision of collection, remittance, recordkeeping, reporting and other related mortgage servicing functions, activities and services.

Other Revenues

Other revenues include fees generated from consulting, advisory and other real estate services performed by our investment sales professionals, as well as referral fees from other real estate brokers. Revenues from these services are recognized as they are performed and completed.

Operating Expenses

Our operating expenses consist of cost of services, selling, general and administrative expenses and depreciation and amortization. The significant components of our expenses are further described below.

Cost of Services

The majority of our cost of services expense is variable commissions paid to our investment sales professionals and compensation-related costs related to our financing activities. Commission expenses are directly attributable to providing services to our clients for investment sales and financing services. Most of our investment sales and financing professionals are independent contractors and are paid commissions; however, because there are some who are initially paid a salary and certain of our financing professionals are employees, costs of services also include employee-related compensation, employer taxes and benefits for those employees. The commission rates we pay to our investment sales and financing professionals vary based on individual contracts negotiated and are generally higher for the more experienced professionals. Some of our most senior investment sales and financing professionals also have the ability to earn additional commissions after meeting certain annual financial thresholds. These additional commissions are recognized as cost of services in the period in which they are earned. Payment of a portion of these additional commissions are generally deferred for a period of one or three years, at our election, and paid at the beginning of the second or fourth calendar year. Cost of services also includes referral fees paid to other real estate brokers where we are the principal service provider. Cost of services, therefore, can vary based on the commission structure of the independent contractors that closed transactions in any particular period.

29

Table of Contents

Selling, General and Administrative Expenses

The largest expense component within selling, general and administrative expenses is personnel expenses for our management team and sales and support staff. In addition, these costs include facilities costs (excluding depreciation and amortization), staff related expenses, sales, marketing, legal, telecommunication, network, data sources, transaction costs related to acquisitions, changes in fair value for contingent and deferred consideration and other administrative expenses. Also included in selling, general and administrative are expenses for stock-based compensation to non-employee directors, employees and independent contractors (i.e. investment sales and financing professionals) under the Amended and Restated 2013 Omnibus Equity Incentive Plan (“2013 Plan”) and the 2013 Employee Stock Purchase Plan (“ESPP”).

Depreciation and Amortization Expense

Depreciation expense consists of depreciation recorded on our computer software and hardware and furniture, fixture and equipment. Depreciation is provided over estimated useful lives ranging from three to seven years for assets. Amortization expense consists of (i) amortization recorded on our mortgage servicing rights (“MSRs”) using the interest method over the period that servicing income is expected to be received and (ii) amortization recorded on intangible assets amortized on a straight-line basis using a useful life between one and seven years.

Other Income (Expense), Net

Other income (expense), net primarily consists of interest income, net gains or losses on our deferred compensation plan assets, realized gains and losses on our marketable debt securities, available-for-sale, foreign currency gains and losses and other non-operating income and expenses.

Interest Expense

Interest expense primarily consists of interest expense associated with the stock appreciation rights (“SARs”) liability, notes payable to former stockholders (through the second quarter of 2020 when fully repaid) and our credit agreement.

Provision for Income Taxes

We are subject to U.S. and Canadian federal taxes and individual state and local taxes based on the income generated in the jurisdictions in which we operate. Our effective tax rate fluctuates as a result of the change in the mix of our activities in the jurisdictions we operate due to differing tax rates in those jurisdictions and the impact of permanent items, including compensation charges, qualified transportation fringe benefits, uncertain tax positions, meals and entertainment and tax-exempt deferred compensation plan assets. Our provision for income taxes includes the windfall tax benefits and shortfall expenses, net, from shares issued in connection with our 2013 Plan and ESPP.

We record deferred taxes, net based on the tax rate expected to be in effect at the time those items are expected to be recognized for tax purposes.

30

Table of Contents

Results of Operations

Following is a discussion of our results of operations for the three and six months ended June 30, 2021 and 2020. The tables included in the period comparisons below provide summaries of our results of operations. The period-to-period comparisons of financial results are not necessarily indicative of future results.

Key Operating Metrics

We regularly review a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We also believe these metrics are relevant to investors’ and others’ assessment of our financial condition and results of operations. During the three months ended June 30, 2021 and 2020, we closed more than 3,200 and 1,500 investment sales, financing and other transactions, respectively, with total sales volume of approximately $17.4 billion and $6.9 billion, respectively. During the six months ended June 30, 2021 and 2020, we closed more than 5,600 and 3,800 investment sales, financing and other transactions, respectively, with total sales volume of approximately $29.4 billion and $18.7 billion, respectively. Such key metrics for real estate brokerage and financing activities (excluding other transactions) are as follows:

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
Real Estate Brokerage 2021 2020 2021 2020
Average Number of Investment Sales Professionals 1,934 1,926 1,946 1,908
Average Number of Transactions per Investment Sales Professional 1.20 0.56 2.01 1.41
Average Commission per Transaction $ 108,542 $ 96,159 $ 106,100 $ 102,305
Average Commission Rate 1.87 % 1.91 % 1.85 % 1.98 %
Average Transaction Size (in thousands) $ 5,820 $ 5,045 $ 5,723 $ 5,155
Total Number of Transactions 2,330 1,075 3,918 2,690
Total Sales Volume (in millions) $ 13,560 $ 5,424 $ 22,424 $ 13,866
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
Financing<br><br>(1) 2021 2020 2021 2020
Average Number of Financing Professionals 85 87 86 88
Average Number of Transactions per Financing Professional 8.05 4.38 13.70 9.76
Average Fee per Transaction $ 34,783 $ 30,260 $ 32,972 $ 30,616
Average Fee Rate 0.82 % 1.00 % 0.86 % 0.91 %
Average Transaction Size (in thousands) $ 4,228 $ 3,021 $ 3,824 $ 3,382
Total Number of Transactions 684 381 1,178 859
Total Financing Volume (in millions) $ 2,892 $ 1,151 $ 4,504 $ 2,905
(1) Operating metrics exclude certain financing fees not directly associated to transactions.
--- ---

31

Table of Contents

Comparison of Three Months Ended June 30, 2021 and 2020

Below are key operating results for the three months ended June 30, 2021 compared to the three months ended June 30, 2020 (dollars in thousands):

Three Months<br>Ended<br>June 30, 2021 Percentage<br>of<br>Revenue Three Months<br>Ended<br>June 30, 2020 Percentage<br>of<br>Revenue Change
Dollar Percentage
Revenues:
Real estate brokerage commissions $ 252,903 88.8 % $ 103,371 88.1 % $ 149,532 144.7 %
Financing fees 28,214 9.9 12,703 10.8 15,511 122.1 %
Other revenues 3,829 1.3 1,326 1.1 2,503 188.8 %
Total revenues 284,946 100.0 117,400 100.0 167,546 142.7 %
Operating expenses:
Cost of services 178,585 62.7 73,743 62.8 104,842 142.2 %
Selling, general and administrative 61,797 21.7 43,519 37.1 18,278 42.0 %
Depreciation and amortization 2,959 1.0 2,752 2.3 207 7.5 %
Total operating expenses 243,341 85.4 120,014 102.2 123,327 102.8 %
Operating income (loss) 41,605 14.6 (2,614 ) (2.2 ) 44,219 nm (2)
Other income (expense), net 1,370 0.5 2,975 2.5 (1,605 ) (53.9 )%
Interest expense (146 ) 0.0 (213 ) (0.2 ) 67 (31.5 )%
Income before provision for income taxes 42,829 15.1 148 0.1 42,681 nm (2)
Provision for income taxes 11,297 4.0 42 0.0 11,255 nm (2)
Net income $ 31,532 11.1 % $ 106 0.1 % $ 31,426 nm (2)
Adjusted EBITDA <br>(1) $ 48,110 16.9 % $ 4,150 3.5 % $ 43,960 nm (2)
(1) Adjusted EBITDA is not a measurement of our financial performance under U.S. generally accepted accounting principles (“U.S. GAAP”) and should not be considered as an alternative to net income, operating income or any other measures derived in accordance with U.S. GAAP. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see <br>“Non-GAAP<br> Financial Measure.”
--- ---
(2) Not meaningful
--- ---

Revenues

Our total revenues were $284.9 million for the three months ended June 30, 2021 compared to $117.4 million for the same period in 2020, an increase of $167.5 million, or 142.7%. Total revenues increased primarily as a result of increases in real estate brokerage commissions, financing fees and other revenues due to the recovery from the slowdown impacted by the pandemic in 2020, as described below.

Real estate brokerage commissions. Revenues from real estate brokerage commissions increased to $252.9 million for the three months ended June 30, 2021 from $103.4 million for the same period in 2020, an increase of $149.5 million, or 144.7%. The increase was primarily driven by a 150.0% increase in overall sales volume generated by a 116.7% increase in the number of investment sales transactions and a 15.4% increase in average transaction size, partially offset by a 4 basis points reduction in average commission rates due to a larger proportion of transactions closed from the Larger Transaction Market segment.

Financing fees. Revenues from financing fees increased to $28.2 million for the three months ended June 30, 2021 from $12.7 million for the same period in 2020, an increase of $15.5 million, or 122.1%, in part spurred by growth from our recent acquisitions and other ancillary financing fees.

Additionally,

the increase was driven by a 151.3% increase in financing volume. Financing volume was impacted by a 79.5% increase in the number of financing transactions and a 40.0% increase in average transaction size. The increase was partially offset by an 18 basis points decrease in average commission rates.

Other revenues. Other revenues increased to $3.8 million for the three months ended June 30, 2021 from $1.3 million for the same period in 2020, an increase of $2.5 million, or 188.8%. The increase was primarily driven by increases in consulting and advisory services during the three months ended June 30, 2021, compared to the same period in 2020.

Total Operating Expenses

Our total operating expenses were $243.3 million for the three months ended June 30, 2021 compared to $120.0 million for the same period in 2020, an increase of $123.3 million, or 102.8%. The increase was primarily due to increases in cost of services, which are variable commissions paid to our investment sales professionals and compensation-related costs in connection with our financing activities, selling, general and administrative costs and depreciation and amortization expense, as described below.

32

Table of Contents

Cost of services. Cost of services increased to $178.6 million for the three months ended June 30, 2021 from $73.7 million for the same period in 2020, an increase of $104.8 million, or 142.2%. The increase was primarily due to increased commission expenses driven by the related increased revenues noted above. Cost of services as a percent of total revenues decreased to 62.7% compared to 62.8% for the same period in 2020 primarily due to a higher proportion of transactions closed by our more senior investment sales and financing professionals at the start of the pandemic during the three months ended June 30, 2020.

Selling, general and administrative expense. Selling, general and administrative expense for the three months ended June 30, 2021 increased $18.3 million, or 42.0%, to $61.8 million from $43.5 million for the same period in 2020. The increase was primarily due to increases in (i) compensation related costs, primarily driven by increases in management performance compensation due to a significant increase in operating results; (ii) the value of contingent consideration in connection with our acquisition activities; (iii) business development, marketing and other support related to the long-term retention of our sales and financing professionals; (iv) facilities expenses; and (v) net other expense categories, including stock-based compensation expense. These increases were partially offset by a decrease in legal costs.

Depreciation and amortization expense. Depreciation and amortization expense increased to $3.0 million for the three months ended June 30, 2021 from $2.8 million for the same period in 2020, an increase of $0.2 million, or 7.5%.

Other Income (Expense), Net

Other income (expense), net decreased to $1.4 million for the three months ended June 30, 2021 from $3.0 million for the same period in 2020. The decrease was primarily driven by (i) a reduction in interest income on our investments in marketable debt securities, available-for-sale due to an overall decrease in interest rates; (ii) an unfavorable change in the value of our deferred compensation plan assets that are held in a rabbi trust; and (iii) a reduction in net other categories including a foreign currency loss related to our Canadian operations.

Interest Expense

Interest expense decreased to $0.1 million for the three months ended June 30, 2021 from $0.2 million for the same period in 2020. The decrease for the three months ended June 30, 2021 was primarily due to a decrease in interest expense on SARs liability and no interest expense related to notes payable to former stockholders, which were fully repaid during the second quarter of 2020.

Provision for Income Taxes

The provision for income taxes was $11.3 million for the three months ended June 30, 2021 compared to $42,000 in the same period in 2020, an increase of $11.3 million. The effective income tax rate for the three months ended June 30, 2021 was 26.4% compared to 28.4% for the same period in 2020. The effective income tax rate decreased primarily due to the change in the relationship of permanent nondeductible items to income before provision for income taxes and a decrease in Canadian losses, which are subject to a full valuation allowance.

33

Table of Contents

Comparison of Six Months Ended June 30, 2021 and 2020

Below are key operating results for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 (dollars in thousands):

Six Months<br>Ended<br>June 30, 2021 Percentage<br>of<br>Revenue Six Months<br>Ended<br>June 30, 2020 Percentage<br>of<br>Revenue Change
Dollar Percentage
Revenues:
Real estate brokerage commissions $ 415,699 88.7 % $ 275,200 89.3 % $ 140,499 51.1 %
Financing fees 46,057 9.8 28,054 9.1 18,003 64.2 %
Other revenues 7,167 1.5 4,863 1.6 2,304 47.4 %
Total revenues 468,923 100.0 308,117 100.0 160,806 52.2 %
Operating expenses:
Cost of services 287,688 61.4 187,500 60.9 100,188 53.4 %
Selling, general and administrative 113,474 24.2 98,379 31.9 15,095 15.3 %
Depreciation and amortization 5,956 1.3 5,216 1.7 740 14.2 %
Total operating expenses 407,118 86.9 291,095 94.5 116,023 39.9 %
Operating income 61,805 13.1 17,022 5.5 44,783 263.1 %
Other income (expense), net 2,414 0.5 2,609 0.8 (195 ) (7.5 )%
Interest expense (292 ) 0.0 (496 ) (0.1 ) 204 (41.1 )%
Income before provision for income taxes 63,927 13.6 19,135 6.2 44,792 234.1 %
Provision for income taxes 17,383 3.7 5,959 1.9 11,424 191.7 %
Net income $ 46,544 9.9 % $ 13,176 4.3 % $ 33,368 253.2 %
Adjusted EBITDA <br>(1) $ 73,805 15.7 % $ 26,528 8.6 % $ 47,277 178.2 %
(1) Adjusted EBITDA is not a measurement of our financial performance under U.S. generally accepted accounting principles (“U.S. GAAP”) and should not be considered as an alternative to net income, operating income or any other measures derived in accordance with U.S. GAAP. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see <br>“Non-GAAP<br> Financial Measure.”
--- ---

Revenues

Our total revenues were $468.9 million for the six months ended June 30, 2021 compared to $308.1 million for the same period in 2020, an increase of $160.8 million, or 52.2%. Total revenues increased primarily as a result of increases in real estate brokerage commissions, financing fees and other revenues, as described below.

Real estate brokerage commissions. Revenues from real estate brokerage commissions increased to $415.7 million for the six months ended June 30, 2021, from $275.2 million for the same period in 2020, an increase of $140.5 million, or 51.1%. The increase was primarily driven by a 61.7% increase in sales volume generated by a 45.7% increase in the number of investment sales transactions and an 11.0% increase in the average transaction size, partially offset by a 13 basis points reduction in average commission rates due to a larger proportion of transactions closed from the Larger Transaction Market segment.

Financing fees. Revenues from financing fees increased to $46.1 million for the six months ended June 30, 2021 from $28.1 million for the same period in 2020, an increase of $18.0 million, or 64.2%, in part spurred by growth from our recent acquisitions and other ancillary financing fees. The increase was driven by a 55.0% increase in financing volume, partially offset by a 5 basis points reduction in average commission rates. Financing volume was impacted by a 13.1% increase in average transaction size and a 37.1% increase in the number of financing transactions.

Other revenues. Other revenues increased to $7.2 million for the six months ended June 30, 2021 from $4.9 million for the same period in 2020, an increase of $2.3 million, or 47.4%. The increase was primarily driven by an increase in consulting and advisory services during the six months ended June 30, 2021, compared to the same period in 2020.

Total Operating Expenses

Our total operating expenses were $407.1 million for the six months ended June 30, 2021 compared to $291.1 million for the same period in 2020, an increase of $116.0 million, or 39.9%. The increase was primarily due to increases in cost of services, which are variable commissions paid to our investment sales professionals and compensation-related costs in connection with our financing activities, selling, general and administrative costs and depreciation and amortization expense, as described below.

34

Table of Contents

Cost of services. Cost of services increased to $287.7 million for the six months ended June 30, 2021 from $187.5 million for the same period in 2020, an increase of $100.2 million, or 53.4%. The increase was primarily due to increased commission expenses driven by the related increased revenues noted above. Cost of services as a percent of total revenues increased to 61.4% compared to 60.9% for the same period in 2020 primarily due to a higher proportion of transactions that were closed by our more senior investment sales and financing professionals as they surpassed thresholds earlier in the year than anticipated.

Selling, general and administrative expense. Selling, general and administrative expense for the six months ended June 30, 2021 increased $15.1 million, or 15.3%, to $113.5 million from $98.4 million for the same period in 2020. The increase was primarily due to increases in (i) compensation related costs, primarily driven by increases in management performance compensation due to a significant increase in operating results; (ii) facilities expenses; (iii) the value of contingent consideration in connection with our acquisition activities; and (iv) business development, marketing and other support related to the long-term retention of our sales and financing professionals. These increases were partially offset by decreases in (i) sales operations support and promotional marketing expenses primarily due to the cancellation of the Company’s annual sales recognition event typically held during the first quarter of 2021 due to ongoing concerns about the pandemic; (ii) legal costs; and (iii) stock-based compensation expense.

Depreciation and amortization expense. Depreciation and amortization expense increased to $6.0 million for the six months ended June 30, 2021 from $5.2 million for the same period in 2020, an increase of $0.7 million, or 14.2%. The increase was primarily driven by capital expenditures due to our expansion and growth.

Other Income (Expense), Net

Other income (expense), net decreased to $2.4 million for the six months ended June 30, 2021 from $2.6 million for the same period in 2020. The decrease was primarily driven by (i) a reduction in interest income on our investments in marketable debt securities, available-for-sale due to an overall decrease in interest rates; and (ii) a net reduction in other categories. These decreases were partially offset by (i) a favorable change in the value of our deferred compensation plan assets that are held in a rabbi trust; and (ii) a foreign currency gain related to our Canadian operations.

Interest Expense

Interest expense decreased to $0.3 million for the six months ended June 30, 2021 from $0.5 million for the same period in 2020. The decrease for the six months ended June 30, 2021 was primarily due to a decrease in interest expense on SARs liability and no interest expense related to notes payable to former stockholders, which were fully repaid during the second quarter of 2020.

Provision for Income Taxes

The provision for income taxes was $17.4 million for the six months ended June 30, 2021 compared to $6.0 million in the same period in 2020, an increase of $11.4 million, or 191.7%. The effective income tax rate for the six months ended June 30, 2021 was 27.2% compared to 31.1% for the same period in 2020. The effective income tax rate decreased primarily due the change in the relationship of permanent nondeductible items to income before provision for income taxes and a decrease in Canadian losses, which are subject to a full valuation allowance.

35

Table of Contents

Non-GAAP Financial Measure

In this quarterly report on Form 10-Q, we include a non-GAAP financial measure, adjusted earnings before interest income/expense, taxes, depreciation and amortization, stock-based compensation and other non-cash items, or Adjusted EBITDA. We define Adjusted EBITDA as net income before (i) interest income and other, including net realized gains (losses) on marketable debt securities, available-for-sale and cash and cash equivalents, (ii) interest expense, (iii) provision for income taxes, (iv) depreciation and amortization, (v) stock-based compensation, and (vi) non-cash MSR activity. We use Adjusted EBITDA in our business operations to evaluate the performance of our business, develop budgets and measure our performance against those budgets, among other things. We also believe that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate our overall operating performance. However, Adjusted EBITDA has material limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. We find Adjusted EBITDA to be a useful tool to assist in evaluating performance, because Adjusted EBITDA eliminates items related to capital structure, taxes and non-cash items. In light of the foregoing limitations, we do not rely solely on Adjusted EBITDA as a performance measure and also consider our U.S. GAAP results. Adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income or any other measures calculated in accordance with U.S. GAAP. Because Adjusted EBITDA is not calculated in the same manner by all companies, it may not be comparable to other similarly titled measures used by other companies. A reconciliation of the most directly comparable U.S. GAAP financial measure, net income, to Adjusted EBITDA is as follows (in thousands):

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2021 2020 2021 2020
Net income $ 31,532 $ 106 $ 46,544 $ 13,176
Adjustments:
Interest income and other <br>(1) (436 ) (1,198 ) (967 ) (3,201 )
Interest expense 146 213 292 496
Provision for income taxes 11,297 42 17,383 5,959
Depreciation and amortization 2,959 2,752 5,956 5,216
Stock-based compensation 2,662 2,536 4,950 5,168
Non-cash<br> MSR activity <br>(2) (50 ) (301 ) (353 ) (286 )
Adjusted EBITDA <br>(3) $ 48,110 $ 4,150 $ 73,805 $ 26,528
(1) Other includes net realized gains (losses) on marketable debt securities, <br>available-for-sale.
--- ---
(2) Non-cash<br> MSR activity includes the assumption of servicing obligations.
--- ---
(3) The increase in Adjusted EBITDA for the three and six months ended June 30, 2021, compared to the same period in 2020 is primarily due to an increase in total revenues and a lower proportion of operating expenses compared to total revenues.
--- ---

Liquidity and Capital Resources

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, marketable debt securities, available-for-sale and, if necessary, borrowings under our credit agreement. In order to enhance yield to us, we have invested a portion of our cash in money market funds and fixed and variable income debt securities, in accordance with our investment policy approved by the board of directors. Certain of our investments in money market funds may not maintain a stable net asset value and may impose fees on redemptions and/or gating fees. To date, the Company has not experienced any restrictions or gating fees on its ability to redeem funds from money market funds. Although we have historically funded our operations through operating cash flows, there can be no assurance that we can continue to meet our cash requirements entirely through our operations, cash and cash equivalents, proceeds from the sale of marketable debt securities, available-for-sale or availability under our credit agreement.

36

Table of Contents

Cash Flows

Our total cash and cash equivalents balance decreased by $12.7 million to $230.4 million at June 30, 2021, compared to $243.2 million at December 31, 2020. The following table sets forth our summary cash flows for the six months ended June 30, 2021 and 2020 (in thousands):

Six Months Ended<br>June 30,
2021 2020
Net cash provided by (used in) operating activities $ 33,466 $ (51,849 )
Net cash used in investing activities (41,850 ) (16,459 )
Net cash used in financing activities (4,458 ) (9,332 )
Effect of currency exchange rate changes on cash and cash equivalents 104 (150 )
Net decrease in cash and cash equivalents (12,738 ) (77,790 )
Cash and cash equivalents at beginning of period 243,152 232,670
Cash and cash equivalents at end of period $ 230,414 $ 154,880

Operating Activities

Cash flows provided by operating activities were $33.5 million for the six months ended June 30, 2021 compared to cash flows used in operating activities of $51.8 million for the same period in 2020. Net cash provided by operating activities is driven by our net income adjusted for non-cash items and changes in operating assets and liabilities. The $85.3 million improvement in operating cash flows for the six months ended June 30, 2021 compared to the same period in 2020 was primarily due to higher total revenues and a lower proportion of operating expenses compared to total revenues, differences in timing of certain payments and receipts, a reduction in advances to our investment sales and financing professionals and lower bonus payments paid during the first quarter of 2021 compared to the same period in 2020 due to the significant decline in operating results for the year ended December 31, 2020. The improvement in operating cash flows was partially offset by a reduction in the deferral of certain discretionary commissions.

Investing Activities

Cash flows used in investing activities were $41.9 million for the six months ended June 30, 2021 compared to $16.5 million for the same period in 2020. The $25.4 million increased usage in investing activities for the six months ended June 30, 2021 compared to the same period in 2020 was primarily due to a $39.3 million increase in net purchases of marketable debt securities, partially offset by a $12.1 million reduction in cash used in acquisitions of businesses, net of cash received during the six months ended June 30, 2021 compared to the same period in 2020.

Financing Activities

Cash flows used in financing activities were $4.5 million for the six months ended June 30, 2021 compared to $9.3 million for the same period in 2020. The $4.9 million reduction in cash flows used in financing activities for the six months ended June 30, 2021 compared to the same period in 2020 was primarily impacted by principal payments on notes payable to former stockholders, which were fully repaid during the second quarter of 2020, partially offset by principal payments on deferred consideration in connection with acquisitions with no such comparable outflow for the same period in 2020.

Liquidity

We believe that our existing balances of cash and cash equivalents, cash flows expected to be generated from our operations, proceeds from the sale of marketable debt securities, available-for-sale and borrowings available under the Credit Agreement (defined below) will be sufficient to satisfy our operating requirements for at least the next 12 months. If we need to raise additional capital through public or private debt or equity financings, strategic relationships or other arrangements, this capital might not be available to us in a timely manner, on acceptable terms, or at all. Our failure to raise sufficient capital when needed could prevent us from funding acquisitions or otherwise financing our growth or operations. In addition, our SARs agreements have provisions, which could accelerate repayment of outstanding principal and accrued interest and impact our liquidity. As of June 30, 2021, cash and cash equivalents and marketable debt securities, available-for-sale, aggregated $475.1 million, and we had $59.5 million of borrowing capacity under our credit agreement.

37

Table of Contents

Credit Agreement

We have a Credit Agreement with Wells Fargo Bank, National Association for a $60.0 million principal amount senior secured revolving credit facility that is guaranteed by all of our domestic subsidiaries and matures on June 1, 2022 (the “Credit Agreement”). See Note 13 – “Commitments and Contingencies” of our Notes to Condensed Consolidated Financial Statements for additional information on the Credit Agreement.

Contractual Obligations and Commitments

There have been no material changes in our commitments under contractual obligations, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020 through the date the condensed consolidated financial statements were issued.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Inflation

Our revenues and other variable costs related to revenue are primarily affected by real estate market supply and demand, which may be affected by uncertain or changing economic and market conditions, including inflation/deflation arising in connection with and in response to the COVID-19 pandemic. The actual economic impact from inflation/deflation to our business remains unknown at this time.

Critical Accounting Policies; Use of Estimates

We prepare our financial statements in accordance with U.S. GAAP. In applying many of these accounting principles, we make assumptions, estimates and/or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our condensed consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are often subjective and our actual results may change based on changing circumstances or changes in our analyses. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. There were no significant changes in our critical accounting policies, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note 1 – “Description of Business, Basis of Presentation and Recent Accounting Pronouncements” of our Notes to Condensed Consolidated Financial Statements. Although we do not believe any of the other accounting pronouncements listed in that note will have a significant impact on our business, we are still in the process of determining the impact of the new pronouncements may have on our condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We maintain a portfolio of investments in a variety of fixed and variable debt rate securities, including U.S. Treasuries, U.S. government sponsored entities, corporate debt, asset-backed securities and other. As of June 30, 2021, the fair value of investments in marketable debt securities, available-for-sale was $244.7 million. The primary objective of our investment activity is to maintain the safety of principal, and to provide for future liquidity requirements while maximizing yields without significantly increasing risk. While some investments may be securities of companies in foreign countries, all investments are denominated and payable in U.S. Dollars. We do not enter into investments for trading or speculative purposes. While our intent is not to sell these investment securities prior to their stated maturities, we may choose to sell any of the securities for strategic reasons including, but not limited to, anticipated capital requirements, anticipation of credit deterioration, duration management and because a security no longer meets the criteria of our investment policy. We do not use derivatives or similar instruments to manage our interest rate risk. We seek to invest in high quality investments. The weighted average rating (exclusive of cash and cash equivalents) was AA as of June 30, 2021. Maturities are maintained consistent with our short-, medium- and long-term liquidity objectives.

38

Table of Contents

Currently, our portfolio of investments predominantly consists of fixed interest rate debt securities; however, a portion of our investment portfolio may consist of variable interest rate debt securities. Our investments in fixed interest rate debt securities are subject to various market risks. Changes in prevailing interest rates may adversely or positively impact their fair market value should interest rates generally rise or fall. Accordingly, we also may have interest rate risk with variable interest rate debt securities as the income produced may decrease if interest rates fall. Contraction in market liquidity may adversely affect the value of portions of our portfolio and affect our ability to sell securities in the time frames required and at acceptable prices. Uncertainty in future market conditions may raise market participant’s expectations of returns, thus impacting the value of securities in our portfolio as well. The following table sets forth the impact on the fair value of our investments as of June 30, 2021 from changes in interest rates based on the weighted average duration of the debt securities in our portfolio (in thousands):

Change in Interest Rates Approximate Change in<br>Fair Value of Investments<br>Increase (Decrease)
2% Decrease $ 2,417
1% Decrease $ 1,700
1% Increase $ (3,043 )
2% Increase $ (6,085 )

Due to the nature of our business and the manner in which we conduct our operations, we believe we do not face any material interest rate risk with respect to other assets and liabilities, equity price risk or other market risks. The functional currency of our Canadian operations is the Canadian dollar. We are exposed to foreign currency exchange rate risk for the settlement of transactions of the Canadian operations as well as unrealized translation adjustments. To date, realized foreign currency exchange rate gains and losses have not been material.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f), including maintenance of (i) records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, and (ii) policies and procedures that provide reasonable assurance that (a) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, (b) our receipts and expenditures are being made only in accordance with authorizations of management and our board of directors and (c) we will prevent or timely detect unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management, with the supervision and participation of our chief executive officer (“CEO”) and chief financial officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act, as of the end of the period covered by this Form 10-Q, based on the criteria established under the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on such evaluation, our management has concluded that as of June 30, 2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any significant impact to our internal controls over financial reporting despite the fact that a significant number of our employees and independent contractors are still working remotely due to the COVID-19 pandemic. The design of our processes and controls allow for remote execution with accessibility to secure data. We are continually monitoring and assessing the COVID-19 situation to minimize the impact, if any, on the design and operating effectiveness on our internal controls.

39

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in claims and legal actions arising in the ordinary course of our business, some of which involve claims for damages that are substantial in amount. Most of these litigation matters are covered by our insurance policies, which contain deductibles, exclusions, claim limits and aggregate policy limits. Such litigation and other proceedings may include, but are not limited to, actions relating to commercial relationships, standard brokerage disputes like the alleged failure to disclose physical or environmental defects or property expenses or contracts, the alleged inadequate disclosure of matters relating to the transaction like the relationships among the parties to the transaction, potential claims or losses pertaining to the asset, vicarious liability based upon conduct of individuals or entities outside of our control, general fraud claims, conflicts of interest claims, employment law claims, including claims challenging the classification of our sales professionals as independent contractors, claims alleging violations of state consumer fraud statutes and intellectual property. While the ultimate liability for these legal proceedings cannot be determined, we review the need for an accrual for loss contingencies quarterly and record an accrual for litigation related losses where the likelihood of loss is both probable and estimable. We do not believe, based on information currently available to us, that the final outcome of these proceedings will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

There have been no material changes from the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On April 30, 2021, we issued 27,481 shares of our common stock, par value $0.0001 per share, at a price per share of $36.39 in connection with the settlement of consideration related to a prior business acquisition.

The issuance of the above securities was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

On August 3, 2021, the Company adopted a Change in Control Policy and a Death & Disability Policy for certain specified senior executives (each a “participant”) and members of the Board of Directors.

The Change in Control Policy (“CIC Policy”) for participants is a “double-trigger” plan. The plan provides for severance benefits if within 12 months following the “Change of Control”, the participant’s employment with the Company is terminated involuntarily by the Company without “Cause”, or voluntarily by the participant for “Good Reason”, as such terms are defined in the CIC Policy. Upon one of these triggering events, a participant would be entitled to receive the following:

• a lump sum of one full year of annual base salary as of the date of termination;
• a lump sum equal to the full amount of the target bonus for the full year in which the termination occurred or the previous year, whichever is less, to be calculated as if 100% of all corporate and personal performance objectives were achieved;
--- ---
• a full acceleration of all outstanding and unvested restricted stock units (“RSUs”) at the time of termination;
--- ---
• reimbursement for the full amount of the employer and participant share of the premiums for continued coverage of the participant and participant’s spouse and dependents under the Company’s Welfare Benefits, pursuant to COBRA as applicable, for a period of one year after the date of termination or until and to the extent the employee is covered by comparable Welfare Benefits, whichever occurs first, and in the event such continued coverage is not allowed by law or the Company’s Welfare Benefits plans, the participant shall be entitled to the cash equivalent of the premiums for such benefits; and
--- ---
• up to Twenty-Five Thousand Dollars ($25,000) toward appropriate executive-level outplacement or job search assistance during a period not to extend beyond December 31 of the second calendar year following the termination of employment.
--- ---

40

Table of Contents

The CIC Policy for members of the Board of Directors is a “single-trigger” plan, where upon a Change in Control, members of the Board of Directors would be entitled to receive the following:

• full acceleration of all outstanding and unvested restricted stock awards (“RSAs”) .

The Death & Disability Policy provides that upon a termination of employment because of death, if the participant has been with the Company for at least one year, the Company will grant full acceleration of all outstanding and unvested RSUs at the time of termination.

Upon a termination of employment because of “Disability” (as defined in the Death & Disability Policy), if the participant has been with the Company for at least one year, the Company will grant full acceleration of all outstanding and unvested RSUs at the time of termination, and reimburse the participant for the full amount of the employer and participant share of the premiums for continued coverage of the participant and participant’s spouse and dependents under the Company’s Welfare Benefits, pursuant to COBRA as applicable, for a period of one year after the date of termination or until and to the extent the participant is covered by comparable Welfare Benefits, whichever occurs first, and in the event such continued coverage is not allowed by law or the Company’s Welfare Benefits plans, the participant shall be entitled to the cash equivalent of the premiums for such benefits. Notwithstanding the foregoing, if the participant finds other employment during the payment period, then the participant shall promptly notify the Company in writing of the date and terms of such employment and the Company shall be entitled to reduce the amount payable to the participant during the period from the commencement of such other employment by the cash compensation received and to be received by the participant for services rendered in connection with such other employment. The Company reserves the right to provide this benefit through a policy of insurance.

The Company will also grant full acceleration of all outstanding and unvested RSA’s upon the death or Disability of a member of the Board of Directors under the Death & Disability Policy.

Item 6. Exhibits

Exhibit No. Description
10.1†* Change in Control Policy dated August 3, 2021
10.2†* Amended & Restated Death & Disability Policy dated August 3, 2021
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101* The following financial statements from the Company’s Quarterly Report on Form <br>10-Q<br> for the quarter ended June 30, 2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Net and Comprehensive Income, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
--- ---
** Furnished, not filed.
--- ---
† Indicates management contract or compensatory plan.
--- ---

41

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Marcus<br><br>& Millichap, Inc<br>.
Date: August 6, 2021 By: /s/ Hessam Nadji
Hessam Nadji<br> <br>President and Chief Executive Officer<br> <br>(Principal Executive Officer)
Date: August 6, 2021 By: /s/ Steven F. DeGennaro
Steven F. DeGennaro<br> <br>Chief Financial Officer<br> <br>(Principal Financial Officer)

EX-10.1

Exhibit 10.1

Marcus & Millichap, Inc.

Change in Control Policy

Objective: The purpose of this Change in Control Policy is to ensure that the equity ownership of senior management is protected upon (i) a possible change of control of the Company; and (ii) to align the Company’s policy with “best practices”.

General terms: Upon a “Change in Control” of Marcus & Millichap, Inc. (the “Company”) (Trigger #1) and either*:*

• (A) a termination of Executive by the Company without “Cause” (as defined below) occurs within<br>12 months (possible Trigger #2a); OR
• (B) a voluntary termination (with 30-days notice) by the Executive for “Good Reason” (as defined below)<br>occurs within 12 months (possible Trigger #2b).
--- ---
Roles Covered Change in ControlBenefits
--- ---
Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer, Executive Vice Presidents/Group Managers & other C-Suite Executives; Non-Section 16 reporting Division Managers, Specialty Directors, Corporate Department heads and other senior executives designated by the Board •  a lump sum of one full year of Annual Base Salary as of the date of<br>termination;<br> <br>•  a lump sum equal to the full amount of the target bonus for the full year in<br>which the termination occurred or the previous year, whichever is less, to be calculated as if 100% of all corporate and personal performance objectives were achieved;<br><br><br>•  full acceleration of all outstanding and unvested RSU’s at the time of termination;<br><br><br>•  reimbursement for the full amount of the employer and employee share of the premiums for continued<br>coverage of the employee and employee’s spouse and dependents under the Company’s Welfare Benefits, pursuant to COBRA as applicable, for a period of one year after the date of termination of this Agreement or until and to the extent the<br>employee is covered by comparable Welfare Benefits, whichever occurs first, and in the event such continued coverage is not allowed by law or the Company’s Welfare Benefits plans, the employee shall be entitled to the cash equivalent of the<br>premiums for such benefits; and<br> <br>•  up to Twenty-Five Thousand Dollars ($25,000) toward<br>appropriate executive-level outplacement or job search assistance during a period not to extend beyond December 31 of the second calendar year following the termination of employment.

And upon a “Change in Control” of the Company (single Trigger event), Members of the Board of Directors would be entitled to receive full acceleration of all outstanding and unvested RSA’s.

1

Definitions:

“Change in Control” means the occurrence of any of the following:

(a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if the Company’s shareholders immediately prior to such merger, consolidation or reorganization cease to directly or indirectly own immediately after such merger, consolidation or reorganization at least a majority of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization;

(b) The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets (other than (x) to a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (y) to a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the Company or (z) to a continuing or surviving entity described in (a), above in connection with a merger, consolidation or corporate reorganization which does not result in a Change in Control under (a), above;

(c) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause, if any Person (as defined below in (d)) is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control;

(d) The consummation of any transaction as a result of which any Person, other than George Marcus, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Paragraph (iv), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude:

(1) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an affiliate of the Company;

(2) a corporation or other entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the Company;

(3) the Company; and

(4) a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the

Company; or

(e) A complete winding up, liquidation or dissolution of the Company.

2

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions.

“Good Reason” would be defined as one or more of the following occurring:

(a) the Company assigns to the Executive any duties inconsistent in any material respect with the Executive’s position prior to the Change in Control, including status, offices, titles, and reporting requirements, authority, duties or responsibilities or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof by the Executive; provided, however, that a reduction in duties, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity will not constitute Good Reason;

(b) the Company materially reduces the Executive’s Annual Base Salary (except where there is a reduction applicable to all similarly situated executive officers generally) or fails to provide the Executive with the benefits provided for prior to the Change in Control, each as the same may be increased from time to time, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(c) the Company requires Executive to relocate to an office that is greater than thirty-five (35) miles from the Executive’s office as of the date of Change in Control, provided that the new office is more than thirty-five (35) miles from the Executive’s home, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations.

Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the initial existence of the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice during which such condition must not have been cured.

“Cause” would be defined as, any of the following:

(a) Executive’s conviction of, or plea of guilty to, a felony or crime involving moral turpitude;

(b) Executive’s personal dishonesty directly affecting the Business; Executive’s willful misconduct or gross negligence (which is not cured within 30 days after prior written notice to the Executive from the Company’s Board of Directors unless not curable or such misconduct or gross negligence is injurious to the Business);

3

(c) Executive’s breach of a fiduciary duty involving personal profit to the Executive;

(d) Executive’s commission of an act of fraud, embezzlement or misappropriation against the Company;

(e) Executive’s intentional failure to substantially perform duties after written notice to the Executive from the Company’s Board of Directors that, in the reasonable judgment of the Company’s Board of Directors the Executive has failed to perform Executive’s duties (except to the extent cured by Executive within 30 days following such written notice from the Company’s Board of Directors); or

(f) Executive’s breach of his or her employment agreement, including but not limited to, any breach of any applicable restrictive covenants.

Adopted: August 3, 2021

4

EX-10.2

Exhibit 10.2

Marcus & Millichap, Inc.

Amended & Restated Death & Disability Policy

Objective: The purpose of this Amended & Restated Death & Disability Policy is to ensure that equity ownership is protected upon (i) the death or disability of a member of senior management; and (ii) to align the Company’s policy with “best practices”.

Death: Upon a termination of employment because of death, if the employee has been with the Company for at least one year, the Company will provide to the executive’s estate:

Roles Covered Death Benefits
Members of the Board of Directors; Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer, Executive Vice Presidents/Group Managers & otherC-Suite Executives; Non-Section 16 reporting Division Managers, Regional Managers and other senior executives designated by the Board •  full acceleration of all outstanding and unvested RSU’s (RSA’s for<br>Members of the Board of Directors) at the time of termination.

1

Disability: Upon a termination of employment because of Disability (as defined below), if the employee has been with the Company for at least one year, the Company will provide to executive:

Roles Covered Disability Benefits
Members of the Board of Directors; Chief Executive Officer; Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer, Executive Vice Presidents/Group Managers & otherC-Suite Executives; Non-Section 16 reporting Division Managers, Regional Managers and other senior executives designated by the Board •  full acceleration of all outstanding and unvested RSU’s (RSA’s for<br>Members of the Board of Directors) at the time of termination; and<br> <br><br><br><br>•  reimbursement for the full amount of the employer and employee share of the premiums for continued<br>coverage of the employee and employee’s spouse and dependents under the Company’s Welfare Benefits, pursuant to COBRA as applicable, for a period of one year after the date of termination of this Agreement or until and to the extent the<br>employee is covered by comparable Welfare Benefits, whichever occurs first, and in the event such continued coverage is not allowed by law or the Company’s Welfare Benefits plans, the employee shall be entitled to the cash equivalent of the<br>premiums for such benefits (not applicable to Members of the Board of Directors).

Notwithstanding the foregoing, if the employee finds other employment during the payment period, then the employee shall promptly notify the Company in writing of the date and terms of such employment and the Company shall be entitled to reduce the amount payable to the employee during the period from the commencement of such other employment by the cash compensation received and to be received by the employee for services rendered in connection with such other employment. The Company reserves the right to provide this benefit through a policy of insurance.

Definitions:

“Disabled” or “Disability” shall mean the following: “the inability of such Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.”

Adopted: August 3, 2021

2

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer of Marcus & Millichap, Inc. pursuant to

Rule 13a-14(a) under the Exchange Act,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Hessam Nadji, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marcus &<br>Millichap, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a<br>material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br>Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br>designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is<br>being prepared;
--- ---
b) Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br>principles;
--- ---
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this<br>report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that<br>occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br>control over financial reporting; and
--- ---
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of<br>internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a) All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in<br>the registrant’s internal control over financial reporting.
--- ---
Date: August 6, 2021 /s/ Hessam Nadji
--- ---
Hessam Nadji<br><br><br>President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer of Marcus & Millichap, Inc. pursuant to

Rule 13a-14(a) under the Exchange Act,

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven F. DeGennaro, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Marcus &<br>Millichap, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a<br>material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
--- ---
3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
--- ---
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br>Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
--- ---
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br>designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is<br>being prepared;
--- ---
b) Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br>principles;
--- ---
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this<br>report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
--- ---
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that<br>occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br>control over financial reporting; and
--- ---
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of<br>internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
--- ---
a) All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in<br>the registrant’s internal control over financial reporting.
--- ---
Date: August 6, 2021 /s/ Steven F. DeGennaro
--- ---
Steven F. DeGennaro<br><br><br>Chief Financial Officer

EX-32.1

Exhibit 32.1

Certifications of Chief Executive Officer and Chief Financial Officer of Marcus & Millichap, Inc. Pursuant to

Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Marcus & Millichap, Inc. on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Hessam Nadji, President and Chief Executive Officer of the Company, and Steven F. DeGennaro, Chief Financial Officer of the Company, certify, to the best of our knowledge, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act<br>of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and<br>results of operations of the Company.
--- ---
Date: August 6, 2021 /s/ Hessam Nadji
--- --- ---
Hessam Nadji<br><br><br>President and Chief Executive Officer<br><br><br>(Principal Executive Officer)
Date: August 6, 2021 /s/ Steven F. DeGennaro
Steven F. DeGennaro<br><br><br>Chief Financial Officer<br> <br>(Principal<br>Financial Officer)

Report a Problem

Category
Description
Email (optional, for follow-up)