Equibles

8-K

Marcus & Millichap, Inc. (MMI)

8-K 2022-08-05 For: 2022-08-05
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2022

MARCUS & MILLICHAP, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware 001-36155 35-2478370
(State or Other Jurisdiction<br> <br>of Incorporation) (Commission<br> <br>File Number) (I.R.S. Employer<br> <br>Identification Number)

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(Address of Principal Executive Offices including Zip Code)

(818) 212-2250

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 2.02. Results of Operations and Financial Condition.

On August 5, 2022, Marcus & Millichap, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished on this Form 8-K, including the attached exhibit, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>Number Exhibit Title or Description
99.1 Press Release issued by the Company entitled “Marcus & Millichap, Inc. Reports Results for Second Quarter 2022” dated August 5, 2022.
104 Cover Page Interactive Data File—the cover page iXBRL tags are embedded within the Inline XBRL document

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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 hereunto duly authorized.

MARCUS & MILLICHAP, INC.
Date: August 5, 2022 By: /s/ Steven F. DeGennaro
Steven F. DeGennaro<br> <br>Chief Financial Officer

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EX-99.1

Exhibit 99.1

LOGO

MARCUS & MILLICHAP, INC. REPORTS RESULTS FOR

SECOND QUARTER 2022

Revenue Grew 39% Year over Year to $396 Million

Net Income Rose 34% to $1.04 Per Diluted Share

CALABASAS, Calif., August 5, 2022 — (BUSINESS WIRE) — Marcus & Millichap, Inc. (the “Company”, “Marcus & Millichap”, “MMI”) (NYSE: MMI), a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services, today reported a record second quarter.

Second Quarter 2022 Highlights Compared to Second Quarter 2021

• Total revenues grew by 39.0% to $396.0 million
• Net income increased to $42.2 million, or $1.04 per common share, diluted, compared to $31.5 million,<br>or $0.78 per common share, diluted
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• Adjusted EBITDA was up 30.8% to $62.9 million **** compared to $48.1 million
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• Brokerage commissions increased to $354.7 million, up 40.2% from prior year
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• Private Client brokerage revenue grew by 32.7% to $209.9 million
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• Middle Market and Larger Transaction Market brokerage revenue increased 58.5% to $138.1 million<br>
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• Financing fees improved 30.5% to $36.8 million
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Six Months 2022 Highlights Compared to Six Months 2021

• Total revenues increased by 52.6% to $715.4 million
• Net income increased to $75.0 million, or $1.85 per common share, diluted, compared to $46.5 million,<br>or $1.16 per common share, diluted
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• Adjusted EBITDA grew 55.5% to $114.8 million **** compared to $73.8 million
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• Brokerage commissions grew to $641.6 million or 54.3% from $415.7 million
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• Private Client brokerage revenue increased by 40.7% to $370.9 million
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• Middle Market and Larger Transaction Market brokerage revenue rose 86.6% to $258.2 million<br>
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• Financing fees improved 37.4% to $63.3 million
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“The second quarter was another record for MMI as our sales and financing professionals effectively navigated a changing macroeconomic environment, and we benefited from ongoing investments into the business,” said Hessam Nadji, President and CEO. “We saw increased activity across the board driven by our client outreach and marketing initiatives as well as investors’ heightened motivation to transact before additional interest rate increases. These factors led to the significant increase in transactions compared to a year ago, including many transaction closings pulling forward into the quarter. There was also significant rotation both between property types and regions as equity built over the past few years was redeployed.”

Mr. Nadji continued, “Looking ahead, we anticipate that the effect of rapid interest rate increases, and expectations of additional rate hikes will further widen the bid/ask spread and tighten lender underwriting. Notwithstanding this market transition and time needed for valuation expectations to reset, capital is still attracted to commercial real estate as an inflation hedge with healthy supply-demand fundamentals and solid long-term growth prospects. Our fortress balance sheet enables us to continue to support our growth strategy through internal initiatives to further strengthen the MMI platform, such as enhancing technology to increase sales force efficiency, continuing to bolster the team with experienced professionals, and making targeted accretive acquisitions. With our capabilities, broad relationships, and deep industry expertise, we believe we are well positioned for long-term growth and building shareholder value.”

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Dividends

In the six months ended June 30, 2022, the Company paid $50.1 million in dividends to outstanding shareholders. As of June 30, 2022, accrued dividends related to unvested restricted stock units totaled $2.0 million.

On August 2, 2022, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, or approximately $10.4 million, payable on October 6, 2022, to stockholders of record at the close of business on September 15, 2022.

Second Quarter 2022 Results Compared to Second Quarter 2021

Total revenues for the second quarter of 2022 reached $396.0 million, compared to $284.9 million for the same period during the prior year, an increase of 39.0%. The growth in total revenues was driven by increases in real estate brokerage commissions and financing fees. Real estate brokerage commissions increased 40.2% to $354.7 million from the same period in the prior year primarily due to an increase in overall volume of investment sales and average transaction size, and revenue growth of 58.5% in the combined Middle Market and Larger Transaction Market and 32.7% in the Private Client Market. Financing fees increased by 30.5% to $36.8 million due to an overall increase in volume of financing transactions and an increase in average transaction size.

Total operating expenses for the second quarter of 2022 were $339.2 million, an increase of 39.4% compared to $243.3 million for the same period in the prior year. The change was primarily driven by a 43.4% increase in cost of services and a 29.2% increase in selling, general and administrative expense. Cost of services as a percent of total revenues increased by 200 basis points to 64.7% compared to the same period during the prior year, primarily due to senior investment sales and financing professionals earning additional commissions as certain annual revenue thresholds were achieved earlier than in prior years.

Selling, general and administrative expense for the second quarter of 2022 increased by $18.0 million to $79.8 million, compared to the same period in the prior year. The change was primarily due to increases in (i) compensation related costs, primarily driven by increases in performance compensation due to significant year-over-year growth in operating results; (ii) business development, marketing and other support related to the long-term retention of our sales and financing professionals; and (iii) a return to in-person agent and client business events, conferences, and meetings.

Net income for the second quarter of 2022 was $42.2 million, or $1.04 per common share, diluted, compared to $31.5 million, or $0.78 per common share, diluted, for the same period in the prior year. Adjusted EBITDA for the second quarter of 2022 was $62.9 million, compared to $48.1 million for the same period in the prior year.

Six Months 2022 Results Compared to Six Months 2021

Total revenues for the six months ended June 30, 2022 were $715.4 million, compared to $468.9 million for the same period in the prior year, an increase of $246.5 million, or 52.6%. Total operating expenses for the six months ended June 30, 2022 increased by 50.9% to $614.4 million compared to $407.1 million for the same period in the prior year. Cost of services as a percent of total revenues increased to 63.3%, up 190 basis points compared to the first six months of 2021. The Company’s net income for the six months ended June 30, 2022 of $75.0 million, or $1.85 per common share, diluted, compared with net income of $46.5 million, or $1.16 per common share, diluted, for the same period in the prior year. Adjusted EBITDA for the six months ended June 30, 2022 increased to $114.8 million, from $73.8 million for the same period in the prior year. As of June 30, 2022, the Company had 1,901 investment sales and financing professionals, a net loss of 121 over the prior year.

Business Outlook

Notwithstanding the potential ongoing impact of the COVID-19 pandemic, the Company believes it is well positioned to achieve long-term growth. However, short-term macroeconomic forces have become increasingly fluid, particularly inflationary pressure and interest rate movements, and these have the potential to influence economic growth and investor sentiment.

The Company benefits from its experienced management team, recent infrastructure investments, industry-leading market research and proprietary technology. The size and fragmentation of the Private Client Market segment continues to offer long-term growth opportunities through consolidation. This highly fragmented market segment consistently accounts for 80% of all commercial property sales transactions and over 59% of the commission pool. The top 10 brokerage firms, led by MMI, have an estimated 21% share of this segment by transaction count.

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Key factors that may influence the Company’s business during the rest of 2022 include:

• Volatility in sales and financing activity and investor sentiment driven by:
• Slowdown in sales and financing activity of asset types impacted by<br>COVID-19, elevated inflation, interest rate fluctuations, an increasing bid-ask spread between buyers and sellers, and economic trends including a potential recession<br>
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• Possible impact to investor sentiment related to the outcome of the midterm elections and any potential policy or<br>tax law changes that may contribute to future fluctuations in sales and financing activity
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• Potential higher cost of services resulting from more experienced investment sales and financing professionals<br>closing a larger share of revenue and surpassing revenue thresholds earlier in the year
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• Volatility in each of the Company’s market segments
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• High variability in the Larger Transaction Market segment from quarter to quarter, particularly due to changes in<br>the macro economy and capital market conditions
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• Increase in costs related to inflation and the return of in-person<br>events, client meetings, and conferences
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• The impact of a potential rapid increase in interest rates that could affect acquisition, financing and refinance<br>activity
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• Global geopolitical uncertainty, which may disrupt financial markets or cause investors to refrain from<br>transacting
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Webcast and Call Information

Marcus & Millichap will host a live webcast today to discuss the financial results at 7:30 a.m. Pacific Time/10:30 a.m. Eastern Time. The webcast will be accessible through the Investor Relations section of Marcus & Millichap’s website at ir.marcusmillichap.com and will be archived upon completion of the call. The Company encourages the use of the webcast due to potential extended wait times to access the conference call via dial-in.

For those unable to access the webcast, callers from the United States and Canada should dial 1-877-407-9208 ten minutes prior to the scheduled call time. International callers should dial 1-201-493-6784.

ReplayInformation

For those unable to participate during the live broadcast, a telephonic replay of the call will also be available from 1:30 p.m. Eastern Time on Friday, August 5, 2022 through 11:59 p.m. Eastern Time on Friday, August 19, 2022 by dialing 1-844-512-2921 in the United States and Canada or 1-412-317-6671 internationally and entering passcode 13731197.

About Marcus & Millichap,Inc.

Marcus & Millichap, Inc. is a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services. As of June 30, 2022, the Company had 1,901 investment sales and financing professionals in 82 offices who provide investment brokerage and financing services to sellers and buyers of commercial real estate. The Company also offers market research, consulting and advisory services to our clients. Marcus & Millichap closed 6,540 transactions during the six months ended June 30, 2022, with a sales volume of $47.4 billion. For additional information, please visit www.MarcusMillichap.com.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements, including the Company’s business outlook for 2022, the potential continuing impact of the COVID-19 pandemic, the anticipation of interest rate increases, the execution of our capital return program, and expectations for market share growth. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

• uncertainties relating to the economic, operational and financial impact of the ongoing COVID-19 pandemic, including uncertainties regarding the potential impact of new variants on our workforce;
• general uncertainty in the capital markets and a worsening of economic conditions and the rate and pace of<br>economic recovery following an economic downturn;
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• changes in our business operations;
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• market trends in the commercial real estate market or the general economy, including the impact of rising<br>inflation;
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• our ability to attract and retain qualified senior executives, managers and investment sales and financing<br>professionals;
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• the effects of increased competition on our business;
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• our ability to successfully enter new markets or increase our market share;
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• our ability to successfully expand our services and businesses and to manage any such expansions;<br>
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• our ability to retain existing clients and develop new clients;
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• our ability to keep pace with changes in technology;
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• any business interruption or technology failure, including cyber and ransomware attacks, and any related impact<br>on our reputation;
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• changes in interest rates, availability of capital, tax laws, employment laws or other government regulation<br>affecting our business;
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• our ability to successfully identify, negotiate, execute and integrate accretive acquisitions; and<br>
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• other risk factors included under “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
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In addition, in this release, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “potential,” “should” and similar expressions, as they relate to our company, our business and our management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Forward-looking statements speak only as of the date of this release. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. We have not filed our Form 10-Q for the quarter ended June 30, 2022. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file our Form 10-Q.

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MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

(Unaudited)

Six Months Ended<br>June 30,
2021 2022 2021
Revenues:
Real estate brokerage commissions 354,685 $ 252,903 $ 641,594 $ 415,699
Financing fees 36,811 28,214 63,264 46,057
Other revenues 4,461 3,829 10,563 7,167
Total revenues 395,957 284,946 715,421 468,923
Operating expenses:
Cost of services 256,042 178,585 452,810 287,688
Selling, general and administrative 79,841 61,797 154,376 113,474
Depreciation and amortization 3,332 2,959 7,243 5,956
Total operating expenses 339,215 243,341 614,429 407,118
Operating income 56,742 41,605 100,992 61,805
Other (expense) income, net (461 ) 1,370 (11 ) 2,414
Interest expense (158 ) (146 ) (318 ) (292 )
Income before provision for income taxes 56,123 42,829 100,663 63,927
Provision for income taxes 13,955 11,297 25,712 17,383
Net income 42,168 $ 31,532 $ 74,951 $ 46,544
Other comprehensive loss:
Marketable debt securities,<br>available-for-sale:
Change in net unrealized gains/losses (1,558 ) 146 (3,915 ) (475 )
Less: reclassification adjustment for net gains included in other (expense) income, net 7 3 (77 ) 3
Net change, net of tax of 528 and 1,366 for the three and six months ended June 30, 2022,<br>and (51) and 164 for the three and six months ended June 30, 2021, respectively (1,551 ) 149 (3,992 ) (472 )
Foreign currency translation gain (loss), net of tax of 0 for each of the three and six months<br>ended June 30, 2022 and 2021, respectively 179 (217 ) 120 (330 )
Total other comprehensive loss (1,372 ) (68 ) (3,872 ) (802 )
Comprehensive income 40,796 $ 31,464 $ 71,079 $ 45,742
Earnings per share:
Basic 1.05 $ 0.79 $ 1.87 $ 1.17
Diluted 1.04 $ 0.78 $ 1.85 $ 1.16
Weighted average common shares outstanding:
Basic 40,048 39,877 40,018 39,817
Diluted 40,342 40,139 40,390 40,112

All values are in US Dollars.

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MARCUS & MILLICHAP, INC.

KEY OPERATING METRICS SUMMARY

(Unaudited)

Total sales volume was approximately $26.4 billion for the three months ended June 30, 2022, encompassing 3,636 transactions consisting of $19.9 billion for real estate brokerage (2,685 transactions), $4.5 billion for financing (697 transactions) and $2.0 billion in other transactions, including consulting and advisory services (254 transactions). Total sales volume was $47.4 billion for the six months ended June 30, 2022, encompassing 6,540 transactions consisting of $37.1 billion for real estate brokerage (4,822 transactions), $7.2 billion for financing (1,217 transactions) and $3.1 billion in other transactions, including consulting and advisory services (501 transactions). As of June 30, 2022, the Company had 1,812 investment sales professionals and 89 financing professionals. 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 2022 2021 2022 2021
Average Number of Investment Sales Professionals 1,822 1,934 1,839 1,946
Average Number of Transactions per Investment Sales Professional 1.47 1.20 2.62 2.01
Average Commission per Transaction $ 132,099 $ 108,542 $ 133,056 $ 106,100
Average Commission Rate 1.79 % 1.87 % 1.73 % 1.85 %
Average Transaction Size (in thousands) $ 7,399 $ 5,820 $ 7,688 $ 5,723
Total Number of Transactions 2,685 2,330 4,822 3,918
Total Sales Volume (in millions) $ 19,868 $ 13,560 $ 37,073 $ 22,424
Three Months Ended<br>June 30, Six Months Ended<br>June 30,
Financing ^(1)^ 2022 2021 2022 2021
Average Number of Financing Professionals 87 85 86 86
Average Number of Transactions per Financing Professional 8.01 8.05 14.15 13.70
Average Fee per Transaction $ 44,985 $ 34,783 $ 44,198 $ 32,972
Average Fee Rate 0.70 % 0.82 % 0.75 % 0.86 %
Average Transaction Size (in thousands) $ 6,453 $ 4,228 $ 5,882 $ 3,824
Total Number of Transactions 697 684 1,217 1,178
Total Financing Volume (in millions) $ 4,498 $ 2,892 $ 7,158 $ 4,504
^(1)^ Operating metrics exclude certain financing fees not directly associated to transactions.<br>
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The following table sets forth the number of transactions, sales volume and revenues by commercial real estate market segment for real estate brokerage:
2021 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 279 $ 168 $ 6,672 297 $ 200 $ 7,618 (18 ) $ (32 ) $ (946 )
Private Client Market (1 - <10 million) 2,021 7,348 209,868 1,767 5,675 158,136 254 1,673 51,732
Middle Market (10 - <20 million) 209 2,819 56,456 156 2,134 41,745 53 685 14,711
Larger Transaction Market (≥20 million) 176 9,533 81,689 110 5,551 45,404 66 3,982 36,285
2,685 $ 19,868 $ 354,685 2,330 $ 13,560 $ 252,903 355 $ 6,308 $ 101,782
2021 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 485 $ 296 $ 12,459 524 $ 349 $ 13,756 (39 ) $ (53 ) $ (1,297 )
Private Client Market (1 - <10 million) 3,627 13,044 370,899 2,967 9,343 263,559 660 3,701 107,340
Middle Market (10 - <20 million) 393 5,322 103,216 234 3,201 62,346 159 2,121 40,870
Larger Transaction Market (≥20 million) 317 18,411 155,020 193 9,531 76,038 124 8,880 78,982
4,822 $ 37,073 $ 641,594 3,918 $ 22,424 $ 415,699 904 $ 14,649 $ 225,895

All values are in US Dollars.

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MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for shares and par value)

December 31,<br>2021
Assets
Current assets:
Cash and cash equivalents 211,651 $ 382,140
Accounts receivable, net 14,138 17,230
Prepaid expenses 10,046 13,220
Marketable debt securities,<br>available-for-sale (includes amortized cost of 254,487 and 183,915 at June 30, 2022 and December 31, 2021, respectively, and 0 allowance for credit<br>losses) 253,040 183,868
Advances and loans, net 3,605 6,403
Other assets, current 5,880 5,270
Total current assets 498,360 608,131
Property and equipment, net 25,338 23,192
Operating lease<br>right-of-use assets, net 84,351 81,528
Marketable debt securities,<br>available-for-sale (includes amortized cost of 80,767 and 111,858 at June 30, 2022 and December 31, 2021, respectively, and 0 allowance for credit<br>losses) 77,588 112,610
Assets held in rabbi trust 9,587 11,508
Deferred tax assets, net 35,233 33,736
Goodwill and other intangible assets, net 58,263 48,105
Advances and loans, net 164,469 113,242
Other assets, non-current 13,573 13,146
Total assets 966,762 $ 1,045,198
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses 13,022 $ 15,487
Deferred compensation and commissions 55,387 114,685
Income tax payable 2,848 17,853
Operating lease liabilities 18,632 18,973
Accrued bonuses and other employee related expenses 30,586 49,848
Other liabilities, current 7,567 8,784
Total current liabilities 128,042 225,630
Deferred compensation and commissions 48,096 53,536
Operating lease liabilities 63,366 58,334
Other liabilities, non-current 10,088 11,394
Total liabilities 249,592 348,894
Commitments and contingencies — —
Stockholders’ equity:
Preferred stock, 0.0001 par value:
Authorized shares – 25,000,000; issued and outstanding shares – none at June 30,<br>2022 and December 31, 2021, respectively — —
Common stock, 0.0001 par value:
Authorized shares – 150,000,000; issued and outstanding shares – 39,964,292 and<br>39,692,373 at June 30, 2022 and December 31, 2021, respectively 4 4
Additional paid-in capital 123,767 121,844
Retained earnings 596,361 573,546
Accumulated other comprehensive (loss) income (2,962 ) 910
Total stockholders’ equity 717,170 696,304
Total liabilities and stockholders’ equity 966,762 $ 1,045,198

All values are in US Dollars.

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MARCUS & MILLICHAP, INC.

OTHER INFORMATION

(Unaudited)

Adjusted EBITDAReconciliation

Adjusted EBITDA, which the Company defines 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 mortgage servicing rights (“MSRs”) activity. The Company uses Adjusted EBITDA in its business operations to evaluate the performance of its business, develop budgets and measure its performance against those budgets, among other things. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate its overall operating performance. However, Adjusted EBITDA has material limitations as a supplemental metric and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under U.S. generally accepted accounting principles (“U.S. GAAP”). The Company finds Adjusted EBITDA to be a useful management metric to assist in evaluating performance, because Adjusted EBITDA eliminates items related to capital structure, taxes and non-cash items. Considering the foregoing limitations, the Company does not rely solely on Adjusted EBITDA as a performance measure and also considers its U.S. GAAP results. Adjusted EBITDA is not a measurement of the Company’s 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,
2022 2021 2022 2021
Net income $ 42,168 $ 31,532 $ 74,951 $ 46,544
Adjustments:
Interest income and other ^(1)^ (979 ) (436 ) (1,594 ) (967 )
Interest expense 158 146 318 292
Provision for income taxes 13,955 11,297 25,712 17,383
Depreciation and amortization 3,332 2,959 7,243 5,956
Stock-based compensation 4,275 2,662 8,131 4,950
Non-cash MSR activity ^(2)^ — (50 ) — (353 )
Adjusted EBITDA $ 62,909 $ 48,110 $ 114,761 $ 73,805
^(1)^ Other includes net realized gains (losses) on marketable debt securities available-for-sale.
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^(2)^ Non-cash MSR activity includes the assumption of new servicing<br>obligations.
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Glossary of Terms

• Private Client Market segment: transactions with values from $1 million to up to but less than<br>$10 million
• Middle Market segment: transactions with values from $10 million to up to but less than $20 million<br>
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• Larger Transaction Market segment: transactions with values of $20 million and above
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• Acquisitions: acquisition of businesses accounted for as a business combination in accordance with generally<br>accepted accounting standards.
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Certain Adjusted Metrics

Real Estate Brokerage

During the six months ended June 30, 2022, we closed a portfolio of large transactions in our real estate brokerage business in excess of $300 million. Following are actual and as adjusted metrics excluding those transactions:

Three Months Ended<br>June 30, 2022 Six Months Ended<br>June 30, 2022
(actual) (as adjusted) (actual) (as adjusted)
Total Sales Volume Increase 46.5 % 39.4 % 65.3 % 54.1 %
Average Commission Rate Reduction (4.3 )% (0.2 )% (6.6 )% (2.0 )%
Average Transaction Size Increase 27.1 % 21.1 % 34.3 % 25.3 %

Investor Relations Contact*:*

Investor Relations

InvestorRelations@marcusmillichap.com

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