SEC Info - Marcus & Millichap, Inc. - ‘10-Q’ for 6/30/22

Marcus & Millichap, Inc. – ‘10-Q’ for 6/30/22 – ‘R11’

On: Friday, 8/5/22, at 4:08pm ET · For: 6/30/22 · Accession #: 1193125-22-213586 · File #: 1-36155

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/22 Marcus & Millichap, Inc. 10-Q 6/30/22 84:10M Donnelley … Solutions/FA

Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 2.23M 2: EX-10.1 Material Contract HTML 202K 3: EX-10.2 Material Contract HTML 78K 4: EX-10.3 Material Contract HTML 78K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K 13: R1 Cover Page HTML 79K 14: R2 Condensed Consolidated Balance Sheets HTML 142K 15: R3 Condensed Consolidated Balance Sheets HTML 54K (Parenthetical) 16: R4 Condensed Consolidated Statements of Net and HTML 125K Comprehensive Income 17: R5 Condensed Consolidated Statements of Net and HTML 33K Comprehensive Income (Parenthetical) 18: R6 Consolidated Statements of Stockholders' Equity HTML 102K 19: R7 Consolidated Statements of Cash Flows HTML 142K 20: R8 Description of Business, Basis of Presentation and HTML 53K Recent Accounting Pronouncements 21: R9 Property and Equipment, Net HTML 37K 22: R10 Investments in Marketable Debt Securities, HTML 168K Available-for-Sale 23: R11 Acquisitions, Goodwill and Other Intangible Assets HTML 70K 24: R12 Selected Balance Sheet Data HTML 123K 25: R13 Related-Party Transactions HTML 38K 26: R14 Fair Value Measurements HTML 219K 27: R15 Stockholders' Equity HTML 39K 28: R16 Stock-Based Compensation Plans HTML 69K 29: R17 Income Taxes HTML 64K 30: R18 Earnings per Share HTML 83K 31: R19 Commitments and Contingencies HTML 38K 32: R20 Subsequent Events HTML 32K 33: R21 Description of Business, Basis of Presentation and HTML 69K Recent Accounting Pronouncements (Policies) 34: R22 Property and Equipment, Net (Tables) HTML 35K 35: R23 Investments in Marketable Debt Securities, HTML 169K Available-for-Sale (Tables) 36: R24 Acquisitions, Goodwill and Other Intangible Assets HTML 71K (Tables) 37: R25 Selected Balance Sheet Data (Tables) HTML 119K 38: R26 Fair Value Measurements (Tables) HTML 207K 39: R27 Stock-Based Compensation Plans (Tables) HTML 59K 40: R28 Income Taxes (Tables) HTML 60K 41: R29 Earnings per Share (Tables) HTML 83K 42: R30 Description of Business, Basis of Presentation and HTML 65K Recent Accounting Pronouncements - 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Schedule of Other HTML 47K Liabilities (Detail) 61: R49 Related-Party Transactions - Additional HTML 56K Information (Detail) 62: R50 Fair Value Measurements - Schedule of Assets and HTML 153K Liabilities at Fair Value on Recurring Basis (Detail) 63: R51 Fair Value Measurements - Schedule of HTML 38K Reconciliation of Contingent Consideration Measured at Fair Value on Recurring Basis (Detail) 64: R52 Fair Value Measurements - Schedule of Fair Value HTML 59K Liabilities Measured On Recurring Basis Valuation Techniques (Detail) 65: R53 Fair Value Measurements - Additional Information HTML 38K (Detail) 66: R54 Stockholders' Equity - Additional Information HTML 60K (Detail) 67: R55 Stock-Based Compensation Plans - 2013 Omnibus HTML 33K Equity Incentive Plan - Award Limitations - Additional Information (Detail) 68: R56 Stock-Based Compensation Plans - 2013 Omnibus HTML 71K Equity Incentive Plan - Additional Information (Detail) 69: R57 Stock-Based Compensation Plans - Outstanding HTML 55K Awards Under 2013 Omnibus Equity Incentive Plan (Detail) 70: R58 Stock-Based Compensation Plans - Employee Stock HTML 53K Purchase Plan - Additional Information (Detail) 71: R59 Stock-Based Compensation Plans - Amendments to HTML 46K Restricted Stock and SARs - Additional Information (Detail) 72: R60 Stock-Based Compensation Plans - Stock-Based HTML 34K Compensation Expense (Detail) 73: R61 Income Taxes - Components of Provision for Income HTML 58K Taxes and Income before Provision for Income Taxes (Detail) 74: R62 Income Taxes - Additional Information (Detail) HTML 29K 75: R63 Earnings per Share - Computation of Basic and HTML 86K Diluted Earnings Per Share, Including Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) 76: R64 Earnings per Share - Computation of Basic and HTML 32K Diluted Earnings Per Share, Including Antidilutive Securities Excluded from Computation of Earnings Per Share (Parenthetical) (Detail) 77: R65 Commitments and Contingencies - Additional HTML 69K Information Credit Agreement (Detail) 78: R66 Commitments and Contingencies - Additional HTML 32K Information Other (Detail) 79: R67 Subsequent Events - 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During the six months ended June 30, 2022, the Company expanded its network of financing professionals and provided further diversification to its financing services.

The Company completed an acquisition of a business that was accounted for as a business combination, and the results have been included in the condensed consolidated financial statements beginning on the acquisition date. Terms of the acquisition principally included cash paid at closing.

The goodwill recorded as part of the Company’s 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, 2022							December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Goodwill and intangible assets:
Goodwill	$	38,101	$	—		$	38,101	$	34,071	$	—		$	34,071
Intangible assets (1)		32,444		(12,282	)		20,162		23,974		(9,940	)		14,034

	$	70,545	$	(12,282	)	$	58,263	$	58,045	$	(9,940	)	$	48,105

(1)	Total weighted average amortization period was 4.9 years and 4.4 years as of June 30, 2022 and December 31, 2021, respectively.

The Company recorded amortization expense for intangible asset

$1.1 million and $1.0

million for the three months ended June 30, 2022 and 2021, respectively, and $2.3 million and $2.1 million for the six months ended June 30, 2022 and 2021, respectively.

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


	Six Months Ended June 30,
	2022		2021
Beginning balance	$	34,071	$	33,375
Additions from acquisitions (1)		4,030		696
Impairment losses		—		—

Ending balance	$	38,101	$	34,071

(1)	The 2021 addition represents a measurement period adjustment for an acquisition made in 2020.

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


	June 30, 2022
Remainder of 2022	$	2,341
2023		4,617
2024		4,101
2025		3,881
2026		2,156
Thereafter		3,066

	$	20,162

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.

As of June 30, 2022, the Company considered the impact of the continuing

COVID-19

pandemic and geopolitical unrest 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, 2022, there was no impairment of its intangible assets or goodwill.

This ‘10-Q’ Filing

Date

Other Filings

Filed on:

8/5/22

8-K

For Period end:

6/30/22

12/31/21

10-K

6/30/21

10-Q

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Marcus & Millichap, Inc. 10-K/A 12/31/23 5:97K 2/27/24 Marcus & Millichap, Inc. 10-K 12/31/23 97:17M 2/28/23 Marcus & Millichap, Inc. 10-K 12/31/22 97:17M 11/04/22 Marcus & Millichap, Inc. 10-Q 9/30/22 79:9.6M

Marcus & Millichap, Inc. – ‘10-Q’ for 6/30/22 – ‘R11’

On: Friday, 8/5/22, at 4:08pm ET · For: 6/30/22 · Accession #: 1193125-22-213586 · File #: 1-36155

Previous ‘10-Q’: ‘10-Q’ on 5/6/22 for 3/31/22 · Next: ‘10-Q’ on 11/4/22 for 9/30/22 · Latest: ‘10-Q’ on 5/8/24 for 3/31/24 · 4 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘R11’ — Acquisitions, Goodwill and Other Intangible Assets

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Marcus & Millichap, Inc. – ‘10-Q’ for 6/30/22 – ‘R11’

On: Friday, 8/5/22, at 4:08pm ET · For: 6/30/22 · Accession #: 1193125-22-213586 · File #: 1-36155

Quarterly Report — Form 10-QFiling Table of Contents

‘R11’ — Acquisitions, Goodwill and Other Intangible Assets

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q

Filing Table of Contents