Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 04, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'MMI | ' |
Entity Registrant Name | 'Marcus & Millichap, Inc. | ' |
Entity Central Index Key | '0001578732 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 36,623,781 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $134,010 | $100,952 |
Commissions and other receivables, net of allowance for doubtful accounts of $62 and $99 at September 30, 2014 and December 31, 2013, respectively | 5,686 | 4,115 |
Employee notes receivable | 220 | 229 |
Prepaid expenses and other current assets | 5,475 | 5,204 |
Deferred tax assets, net | 9,400 | 8,663 |
Total current assets | 154,791 | 119,163 |
Prepaid rent | 4,067 | 4,999 |
Investments held in rabbi trust | 4,225 | 4,067 |
Property and equipment, net of accumulated depreciation of $14,963 and $19,412 at September 30, 2014 and December 31, 2013, respectively | 7,829 | 8,560 |
Employee notes receivable | 199 | 189 |
Deferred tax assets, net | 24,967 | 27,185 |
Other assets | 4,143 | 3,146 |
Total assets | 200,221 | 167,309 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 9,733 | 6,911 |
Accounts payable and accrued expenses - related party | 172 | 506 |
Income tax payable | 4,916 | 6,459 |
Notes payable to former stockholders | 894 | 851 |
Commissions payable | 17,195 | 25,086 |
Accrued bonuses and other employee related expenses | 21,868 | 16,947 |
Total current liabilities | 54,778 | 56,760 |
Deferred compensation and commissions | 32,578 | 32,177 |
Notes payable to former stockholders | 10,610 | 11,504 |
Other liabilities | 2,473 | 4,371 |
Total liabilities | 100,439 | 104,812 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.0001 par value: Authorized shares - 25,000,000; issued and outstanding shares - none at September 30, 2014 and December 31, 2013, respectively | ' | ' |
Common Stock $0.0001 par value: Authorized shares - 150,000,000; issued and outstanding shares - 36,623,781 and 36,600,897 at September 30, 2014 and December 31, 2013, respectively | 4 | 4 |
Additional paid-in capital | 74,560 | 70,445 |
Stock notes receivable from employees | -4 | -13 |
Retained earnings (accumulated deficit) | 25,162 | -7,939 |
Accumulated other comprehensive income | 60 | ' |
Total stockholders' equity | 99,782 | 62,497 |
Total liabilities and stockholders' equity | $200,221 | $167,309 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $62 | $99 |
Accumulated depreciation | $14,963 | $19,412 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 36,623,781 | 36,600,897 |
Common stock, shares outstanding | 36,623,781 | 36,600,897 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Net and Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||
Revenues: | ' | ' | ' | ' | ||
Real estate brokerage commissions | $140,220 | $101,757 | $368,246 | $258,720 | ||
Financing fees | 7,864 | 6,783 | 22,348 | 18,671 | ||
Other revenues | 2,805 | 3,413 | 9,150 | 9,403 | ||
Total revenues | 150,889 | 111,953 | 399,744 | 286,794 | ||
Operating expenses: | ' | ' | ' | ' | ||
Cost of services | 92,269 | 67,718 | 240,266 | 170,395 | ||
Selling, general, and administrative expense | 34,086 | 30,863 | 99,570 | 84,687 | ||
Depreciation and amortization expense | 813 | 747 | 2,399 | 2,261 | ||
Total operating expenses | 127,168 | 99,328 | 342,235 | 257,343 | ||
Operating income | 23,721 | 12,625 | 57,509 | 29,451 | ||
Other (expense) income, net | -308 | 247 | -39 | 496 | ||
Interest expense | -397 | ' | -1,202 | ' | ||
Income before provision for income taxes | 23,016 | 12,872 | 56,268 | 29,947 | ||
Provision for income taxes | 9,493 | 5,597 | 23,167 | 13,025 | ||
Net income | 13,523 | 7,275 | 33,101 | 16,922 | ||
Other comprehensive income: | ' | ' | ' | ' | ||
Foreign currency translation gain, net of tax of $38, $0, $40, and $0 for the three months ended September 30, 2014 and 2013 and the nine months ended September 30, 2014 and 2013, respectively | 57 | ' | 60 | ' | ||
Total other comprehensive income | 57 | ' | 60 | ' | ||
Comprehensive income | $13,580 | $7,275 | $33,161 | $16,922 | ||
Earnings per share | ' | ' | ' | ' | ||
Basic | $0.35 | [1] | ' | $0.85 | [1] | ' |
Diluted | $0.35 | [1] | ' | $0.85 | [1] | ' |
Weighted average common shares outstanding | ' | ' | ' | ' | ||
Basic | 38,847 | [1] | ' | 38,847 | [1] | ' |
Diluted | 39,011 | [1] | ' | 38,949 | [1] | ' |
[1] | Earnings per share information has not been presented for periods prior to the IPO on October 31, 2013 as it was not meaningful. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Net and Comprehensive Income (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Foreign currency translation gain, tax | $38 | $0 | $40 | $0 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Notes Receivable From Employees [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income [Member] |
In Thousands, except Share data | |||||||
Beginning Balance at Dec. 31, 2013 | $62,497 | ' | $4 | $70,445 | ($13) | ($7,939) | ' |
Beginning Balance, Shares at Dec. 31, 2013 | ' | ' | 36,600,897 | ' | ' | ' | ' |
Net and comprehensive income | 33,161 | ' | ' | ' | ' | ' | ' |
Net income | 33,101 | ' | ' | ' | ' | 33,101 | ' |
Total other comprehensive income (loss) | 60 | ' | ' | ' | ' | ' | 60 |
Issuance of unvested restricted stock awards | ' | ' | ' | ' | ' | ' | ' |
Issuance of unvested restricted stock awards, Shares | ' | ' | 22,884 | ' | ' | ' | ' |
Stock-based compensation | 3,275 | ' | ' | 3,275 | ' | ' | ' |
Stock-based compensation, Shares | ' | ' | ' | ' | ' | ' | ' |
Tax benefit of deductible IPO transaction costs | 840 | ' | ' | 840 | ' | ' | ' |
Reduction of stock notes receivable from employees. | 9 | ' | ' | ' | 9 | ' | ' |
Ending Balance at Sep. 30, 2014 | $99,782 | ' | $4 | $74,560 | ($4) | $25,162 | $60 |
Ending Balance, Shares at Sep. 30, 2014 | ' | ' | 36,623,781 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net income | $33,101 | $16,922 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization expense | 2,399 | 2,261 |
Provision for bad debt expense | -37 | -29 |
Stock-based compensation | 3,275 | 2,655 |
Deferred taxes, net | 1,481 | ' |
Other non-cash items | 75 | 77 |
Changes in operating assets and liabilities: | ' | ' |
Commissions and other receivables | -1,534 | 1,484 |
Prepaid expenses and other current assets | -271 | -709 |
Prepaid rent | 932 | -2,053 |
Investments in rabbi trust | -158 | -927 |
Other assets | -935 | 497 |
Due from affiliates | ' | 67,418 |
Accounts payable and accrued expenses | 2,908 | -8,537 |
Accounts payable and accrued expenses - related party | -334 | ' |
Income tax payable | -1,543 | ' |
Commissions payable | -7,891 | -10,482 |
Accrued bonuses and other employee related expenses | 4,509 | -7,303 |
Deferred compensation and commissions | 813 | 309 |
Other liabilities | -1,882 | 509 |
Net cash provided by operating activities | 34,908 | 62,092 |
Cash flows from investing activities | ' | ' |
Payments received on employee notes receivable | 68 | 1,119 |
Issuances of employee notes receivable | -68 | -345 |
Purchase of property and equipment | -1,830 | -3,697 |
Proceeds from sale of property and equipment | 1 | 32 |
Net cash used in investing activities | -1,829 | -2,891 |
Cash flows from financing activities | ' | ' |
Realized tax benefit of deductible IPO transaction costs | 840 | ' |
Principal payments on notes payable to former stockholders | -851 | ' |
Payments on obligations under capital leases | -16 | -32 |
Payments of initial public offering costs | ' | -2,574 |
Dividends paid to Marcus & Millichap Company | ' | -31,181 |
Payments received on stock notes receivable from employees | 6 | 158 |
Net cash used in financing activities | -21 | -33,629 |
Net increase in cash and cash equivalents | 33,058 | 25,572 |
Cash and cash equivalents at beginning of period | 100,952 | 3,107 |
Cash and cash equivalents at end of period | 134,010 | 28,679 |
Supplemental disclosures of cash flow information | ' | ' |
Interest paid during the period | 619 | 1 |
Income taxes paid (paid to former parent in 2013) | 22,429 | 19,694 |
Supplemental disclosures of noncash investing and financing activities | ' | ' |
Distribution related to stock appreciation rights liability for taxes payable included in accrued bonuses and other employee related expenses | 412 | ' |
Deferred offering costs included in in accounts payable and accrued expenses | ' | 583 |
Net change in accounts payable and accrued expenses related to property and equipment additions | -86 | 425 |
Issuance of restricted stock for notes receivable | ' | 21 |
Deemed capital contribution from Marcus & Millichap Company | ' | 2,655 |
Dividend Declared [Member] | ' | ' |
Supplemental disclosures of noncash investing and financing activities | ' | ' |
Preferred dividends declared but not paid | ' | $6,500 |
Description_of_business_basis_
Description of business, basis of presentation and recent accounting pronouncements | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
Description of business, basis of presentation and recent accounting pronouncements | ' | |
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 September 30,2014, MMI operates 78 offices in the United States and Canada through its two wholly-owned subsidiaries, Marcus & Millichap Real Estate Investment Services, Inc. (“MMREIS”) and Marcus & Millichap Capital Corporation (“MMCC”). | ||
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, MMREIS (“Spin-Off”). Prior to the initial public offering (“IPO”) of MMI stock on October 30, 2013, all of the preferred and common stockholders of MMREIS (including MMC and employees of MMREIS) contributed all of their outstanding shares to the Company, in exchange for new MMI common stock, and MMREIS became MMI’s wholly-owned subsidiary. 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. | ||
Prior to the Spin-Off, MMI and MMREIS were affiliates under common control, and the assets and liabilities of MMREIS were recorded at carryover basis at the Spin-Off date. The historical financial statements of MMREIS, as the Company’s predecessor, have been presented as the historical financial statements of the Company for all periods prior to the Spin-Off from the beginning of the earliest period presented. | ||
On November 5, 2013, MMI completed its Initial Public Offering (“IPO”) of 6,900,000 shares of common stock at a price to the public of $12.00 per share. | ||
Basis of Presentation | ||
The financial information presented in the accompanying unaudited condensed consolidated financial statements, have 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 (“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 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 for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed on March 21, 2014, with the SEC. The results of the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014, or for other interim periods or future years. | ||
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 consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Reclassifications | ||
Certain prior-period amounts in the notes to condensed consolidated financial statements and condensed consolidated statements of cash flows have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations, financial condition, stockholders’ equity or on cash flows subtotals. | ||
Concentration of Credit Risk | ||
Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and cash equivalents and commissions receivable. Cash is placed with high-credit quality financial institutions. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents. The Company historically has not experienced any losses in its cash and cash equivalents. For commissions and other receivable, net the Company maintains allowances for estimated credit losses based on management’s assessment of the likelihood of collection. As of September 30, 2014 and December 31, 2013, the Company does not have significant concentration of credit risk. | ||
The Company derives its revenues from a broad range of real estate investors and owners in the United States and Canada, none of which individually represents a significant concentration of credit risk. For the three and nine months ended September 30, 2014 and 2013, no individual transaction represented 10% or more of total revenues. | ||
Recent Accounting Pronouncements | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes virtually all of the current revenue recognition guidance under U.S. GAAP, and requires entities to recognize revenue for transfer to customer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. ASU 2014-09 permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. For the Company, the new standard will be effective January 1, 2017. The Company is currently evaluating the impact of this new standard. | ||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Currently, there is no guidance under U.S. GAAP regarding management’s responsibility to assess whether there is substantial doubt about an entity’s ability to continue as a going concern. Under ASU 2014-15, the Company will be required to assess its ability to continue as a going concern each interim and annual reporting period and provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern, including management’s plan to alleviate the substantial doubt. ASU 2014-15 is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted. For the Company, the new standard will be effective January 1, 2017. This new standard will not have an impact to the Company’s consolidated financial position or results of operations. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
2 | Property and Equipment | ||||||||
Property and equipment, net consist of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Computer software and hardware equipment | $ | 8,308 | $ | 8,442 | |||||
Furniture, fixtures, and equipment | 14,484 | 19,530 | |||||||
Less: accumulated depreciation and amortization | (14,963 | ) | (19,412 | ) | |||||
$ | 7,829 | $ | 8,560 | ||||||
During the three months ended September 30, 2014, the Company wrote-off approximately $7.7 million of fully depreciated furniture, fixtures, and equipment no longer in use. | |||||||||
The cost and accumulated depreciation of assets subject to capital leases is recorded in furniture, fixtures and equipment and was not material as of December 31, 2013. The Company does not have any remaining capital lease obligations as of September 30, 2014. | |||||||||
Payments for certain improvements to the Company’s leased office space are recorded as prepaid rent. Amortization of prepaid rent is recorded using the straight-line method over the shorter of the estimated economic life or lease term as a charge to rent expense. |
Selected_Balance_Sheet_Data
Selected Balance Sheet Data | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||
Selected Balance Sheet Data | ' | ||||||||
3 | Selected Balance Sheet Data | ||||||||
Commissions and Other Receivables, Net | |||||||||
Commissions and other receivables, net consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Commissions due from buyer/seller | $ | 3,624 | $ | 3,241 | |||||
Due from independent contractors and others (1) | 2,124 | 973 | |||||||
Less: allowance for doubtful accounts | (62 | ) | (99 | ) | |||||
$ | 5,686 | $ | 4,115 | ||||||
(1) | Represents amounts advanced and other receivables due from the Company’s sales and financing professionals and others. | ||||||||
The following table presents the changes in the allowance for doubtful accounts for the nine months ended September 30, 2014 and 2013 (in thousands): | |||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | (99 | ) | $ | (129 | ) | |||
Provision for bad debt expense | 37 | 29 | |||||||
Balance at end of period | $ | (62 | ) | $ | (100 | ) | |||
Other Assets | |||||||||
Other assets consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Commission notes receivable | $ | 40 | $ | 82 | |||||
Due from independent contractors (1) | 2,799 | 1,938 | |||||||
Security deposits | 1,171 | 1,126 | |||||||
Other | 133 | — | |||||||
$ | 4,143 | $ | 3,146 | ||||||
(1) | Represents amounts advanced and other receivables due from the Company’s sales and financing professionals. | ||||||||
Deferred Compensation and Commissions | |||||||||
Deferred compensation and commissions consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
SARs liability | $ | 20,296 | $ | 19,970 | |||||
Commissions payable | 8,522 | 8,623 | |||||||
Deferred compensation liability | 3,760 | 3,584 | |||||||
$ | 32,578 | $ | 32,177 | ||||||
SARs Liability | |||||||||
Prior to the IPO, certain employees of the Company were granted stock appreciation rights (“SARs”) under a stock-based compensation program assumed by MMC (“Program”). The SARs agreements were revised and the MMC liability of $20.0 million for the SARs was frozen at March 31, 2013, and was ultimately transferred to MMI through a capital contribution. The SARs liability will be settled with each participant in installments upon retirement or departure. 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 rate at January 2, 2014 was 5.03%, and MMI recorded interest expense related to this liability of $236,000 and $738,000 for the three and nine months ended September 30, 2014, respectively. | |||||||||
During the three months ended September 30, 2014, the Company reduced the SARs liability balance in the amount of $412,000 related to a distribution for the settlement of FICA taxes payable on behalf of certain participants. | |||||||||
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. 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 liabilities. | |||||||||
Deferred Compensation Liability | |||||||||
A select group of management is eligible to participate in a Deferred Compensation Plan. The plan is a 409A plan and permits the participant to defer compensation up to limits as determined by the plan. 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 investments held in rabbi trust caption in the accompanying condensed consolidated balance sheets. The assets in the trust are restricted unless the Company becomes insolvent, as defined in the Deferred Compensation Plan, in which case the trust assets are subject to the claims of MMI’s creditors. The Company may also, in its sole and absolute discretion, elect to withdraw at any time all or a portion of the trust assets by an amount by which the fair market value of the trust assets exceeds 110% of the aggregate amount credited to the Deferred Compensation Plan’s participants’ accounts. | |||||||||
The net change in the carrying value of the investment assets and the related obligation are recorded in other (expense) income, net and selling, general, and administrative expense, respectively in the condensed consolidated statements of net and comprehensive income and were not material during the three and nine months ended September 30, 2014 and 2013. | |||||||||
Other Liabilities | |||||||||
Other liabilities consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Long term deferred rent | $ | 2,467 | $ | 2,952 | |||||
Accrued legal | — | 1,351 | |||||||
Other | 6 | 68 | |||||||
$ | 2,473 | $ | 4,371 | ||||||
Notes_Payable_to_Former_Stockh
Notes Payable to Former Stockholders | 9 Months Ended | |
Sep. 30, 2014 | ||
Payables and Accruals [Abstract] | ' | |
Notes Payable to Former Stockholders | ' | |
4 | Notes Payable to Former Stockholders | |
In conjunction with the Spin-Off and IPO, notes payable to certain former stockholders of MMREIS that were issued in settlement of restricted stock and SARs awards that were redeemed by MMREIS upon the termination of employment by these former stockholders (“the Notes”), and had been previously assumed by MMC, were transferred to the Company. The Notes are unsecured and bear interest at 5% with annual principal and interest installments payable until April 14, 2020. Accrued interest pertaining to the Notes was $252,000 and $425,000 as of September 30, 2014 and December 31, 2013, respectively and was recorded in accounts payable and accrued expenses caption in the accompanying condensed consolidated balance sheets. During the three and nine months ended September 30, 2014, interest expense in the amount of $144,000 and $447,000, respectively was recorded in the accompanying condensed consolidated statements of net and comprehensive income. During the nine months ended September 30, 2014, the Company made payments of $1.5 million and of this amount, $851,000 pertained to principal and $618,000 pertained to interest. |
Credit_Agreement
Credit Agreement | 9 Months Ended | |
Sep. 30, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Credit Agreement | ' | |
5 | Credit Agreement | |
On June 18, 2014, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association (“Bank”), dated as of June 1, 2014 (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”), which matures on June 1, 2017. 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. In connection with executing the Credit Agreement, the Company paid bank fees and other expenses in the aggregate amount of $224,000, which are being amortized over the term of the Credit Agreement. The amortization is included in selling, general and administrative expense in the accompanying condensed consolidated statements of net and comprehensive income. The Company must pay a commitment fee of up to 0.1% per annum, payable quarterly commencing on July 1, 2014, based on the amount of unutilized commitments under the Credit Facility. The commitment fee is included in interest expense in the accompanying condensed consolidated statements of net and comprehensive income and was not material during the three and nine months ended September 30, 2014 and 2013. As of September 30, 2014, there were no amounts outstanding under the Credit Agreement. | ||
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. Borrowings under the Credit Facility will bear interest, at the Company’s option, at either the (i) Base Rate (defined as the highest of (a) the Bank’s prime rate, (b) the Federal Funds Rate plus 1.5% and (c) one-month LIBOR plus 1.5%), or (ii) at a variable rate between 0.875% and 1.125% above LIBOR, based upon the total funded debt to EBITDA ratio. | ||
The Credit Facility contains customary covenants, including financial and other covenants (which 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 on a rolling 4-quarter basis and (ii) total funded debt to EBITDA not greater than 2.0:1.0) as of each quarter end on a rolling 4-quarter basis, reporting requirements and events of default. 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). As of September 30, 2014, the Company was in compliance with all financial and non-financial covenants. |
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended | |
Sep. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Related-Party Transactions | ' | |
6 | Related-Party Transactions | |
Shared and Transition Services | ||
Under a shared services arrangement with MMC, MMREIS was charged $1.0 million for reimbursement of health insurance premiums, $112,000 for general and administrative expenses and $493,000 in shared services during the three months ended September 30, 2013 and MMREIS was charged $2.8 million for reimbursement of health insurance premiums, $501,000 for general and administrative expenses and $896,000 in shared services during the nine months ended September 30, 2013. These amounts are included in selling, general, and administrative expense in the accompanying condensed consolidated statements of net and comprehensive income. | ||
In connection with the IPO, the shared services arrangement with MMC was replaced by a Transition Services Agreement between the Company and MMC that became effective on October 31, 2013 whereby MMC provides certain services to the Company for a limited period of time. During the three and nine months ended September 30, 2014, $0 and $1.0 million, respectively was incurred for reimbursement to MMC for health insurance premiums and $42,000 and $229,000, respectively for other costs, which are included in selling, general, and administrative expense in the accompanying condensed consolidated statements of net and comprehensive income. Effective April 2014, MMI has its own health insurance plan. As of September 30, 2014 and December 31, 2013, $172,000 and $506,000, respectively, remains unpaid and included in accounts payable and other accrued expenses – related party in the accompanying condensed consolidated balance sheets. | ||
Financing and Brokerage Services with the Subsidiaries of MMC | ||
For the three months ended September 30, 2014 and 2013, the Company recorded real estate brokerage commissions and financing fees of $872,000 and $0, respectively, and cost of services of $540,000 and $0, respectively from certain subsidiaries of MMC. For the nine months ended September 30, 2014 and 2013, the Company recorded real estate brokerage commissions and financing fees of $932,000 and $382,000, respectively, and cost of services of $576,000 and $238,000, respectively from certain subsidiaries of MMC. | ||
Operating Lease with MMC | ||
The Company has an operating lease with MMC for an office located in Palo Alto, California. The lease expires April 30, 2015. Rent expense for this office totaled $109,000 for each of the three months ended September 30, 2014 and 2013, respectively which is included in selling, general, and administrative expense in the accompanying condensed consolidated statements of net and comprehensive income. Rent expense totaled $328,000 and $289,000 for the nine months ended September 30, 2014 and 2013, respectively, which is included in selling, general and administrative expense in the accompanying condensed consolidated statements of net and comprehensive income. | ||
Other | ||
Following the IPO, Mr. Marcus, the Company’s founder and Co-Chairman, continues to beneficially own indirectly approximately 67% of the Company’s fully diluted shares, including shares to be issued upon settlement of vested deferred stock units, or DSUs. | ||
Total dividends declared and paid to MMC for the nine months ended September 30, 2013 were $31.1 million. Total dividends declared but not paid for nine months ended September 30, 2013 were $6.5 million. In October 2013, dividends in the amount of $6.5 million were paid. | ||
Prior to its termination on June 30, 2013, the Company was subject to a cash sweep arrangement with MMC. Under the arrangement, the Company’s cash was swept daily into an MMC money market account. The Company received interest on the balances held in the sweep accounts. The Company earned interest of $0 and $74,000 on the balances for the three and nine months ended September 30, 2013, respectively. | ||
The Company, from time-to-time makes advances to non-executive employees. At September 30, 2014 and December 31, 2013, the aggregate principal amount for employee loans outstanding was $419,000 and $418,000, respectively, which is included in employee notes receivable in the accompanying condensed consolidated balance sheets. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |
Sep. 30, 2014 | ||
Fair Value Disclosures [Abstract] | ' | |
Fair Value Measurements | ' | |
7 | Fair Value Measurements | |
ASC 820, Fair Value Measurement (“ASC 820”) establishes the accounting guidance for fair value measurements that applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. Under the accounting guidance, the Company makes fair value measurements that are classified and disclosed in one of the following three categories: | ||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||
Level 2: 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 3: 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. | ||
Investments held in a rabbi trust are carried at fair value and considered to be in the Level 1. | ||
Fair Value of Financial Instruments | ||
The Company’s cash and cash equivalents, commissions and other receivables, net, accounts payable and accrued expenses and commissions payable, are carried at cost, which approximates fair value based on their immediate or short-term maturities and terms that approximate current market terms and these financial instruments are considered to be in the Level 1 classification. | ||
As the Company’s obligations under notes payable to former stockholders and certain employee and agent notes receivable bear fixed interest rates that approximate the rates currently offered to the Company for similar debt instruments, the Company has determined that the carrying value on these instruments approximates fair value. As the Company’s obligations under SARs liability (included in deferred compensation and commissions caption) bear variable interest rates, the Company has determined that the carrying value approximates the fair value. These are considered to be in the Level 1 classification. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |
Sep. 30, 2014 | ||
Equity [Abstract] | ' | |
Stockholders' Equity | ' | |
8 | Stockholders’ Equity | |
Common Stock | ||
As of September 30, 2014 and December 31, 2013, there were 36,623,781 and 36,600,897 shares of common stock, $0.0001 par value, issued and outstanding, respectively, including 52,884 and 30,000 restricted stock awards issued to non-employee directors. | ||
The Company currently does not intend to pay a regular dividend. The Company will evaluate its dividend policy in the future. Any declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the board of directors and will depend on many factors, including the Company’s financial condition, earnings, cash flows, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that the board of directors deems relevant. | ||
Preferred Stock | ||
The Company has 25,000,000 authorized shares of preferred stock with a par value $0.0001 per share. At September 30, 2014 and December 31, 2013, there were no preferred shares issued or outstanding. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||
9 | Stock-Based Compensation | ||||||||||||||||||||
Prior to the IPO | |||||||||||||||||||||
Restricted Common Stock and SARs | |||||||||||||||||||||
Prior to the IPO, MMREIS granted options and SARs under a stock-based compensation award program (the “Program”). The options were exercisable into shares of unvested restricted common stock. The Program was administered by the board of directors. The board determined the terms of an award, including the amount, number of rights or shares, and vesting period, among others. Options issued generally had terms of one year or less. Restricted common stock issued upon exercise of stock options generally vested over three to five years, and stock options typically were exercised immediately for a note receivable. The exercise price of the options was based upon a formula equivalent to the net book value of common stock as of the end of the fiscal year immediately preceding the date of issuance. | |||||||||||||||||||||
During the three and nine months ended September 30, 2013, employees of MMREIS exercised 0 and 750 stock options, respectively, through the issuance of notes receivable. Cash payments on notes receivable were presented as an increase in consolidated stockholders’ equity. Such notes bore interest at a rate of 5% or 6% per annum and were due in defined installments on various remaining dates through April 15, 2016, which was consistent with the vesting periods of the restricted common stock. | |||||||||||||||||||||
There were no redemptions or cancellations of stock options during the three and nine months ended September 30, 2013. | |||||||||||||||||||||
Stock-Based Compensation Expense and Deemed Capital Contribution (Distribution) From MMC | |||||||||||||||||||||
Historically, MMC assumed MMREIS’s obligation with respect to any appreciation in the value of the underlying vested awards and SARs in excess of the employees’ exercise price. MMC was deemed to make a capital contribution to MMREIS’s additional paid-in capital equal to the amount of compensation expense recorded, net of the applicable taxes. Based on the tax-sharing agreement between MMREIS and MMC, the tax deduction on the compensation expense recorded by MMREIS was allocated to MMC. MMC recorded the liability related to the appreciation in the value of the underlying stock and SARs in its consolidated financial statements. To the extent of any depreciation in the value of the underlying vested awards and SARs (limited to the amount of any appreciation previously recorded from the employees’ original exercise price), compensation expense was reduced and MMC was deemed to receive a capital distribution. | |||||||||||||||||||||
The total compensation cost related to unvested stock and SARs was generally recognized over approximately four years. | |||||||||||||||||||||
In conjunction with the IPO, the vesting of all unvested restricted stock and all unvested SARs was accelerated. Following the IPO, future equity award issuances are recorded by the Company. | |||||||||||||||||||||
During the three and nine months ended September 30, 2013, the Company recorded a capital contribution, net of taxes of $1.2 million and $2.7 million, respectively, related to total stock based compensation expense of $2.1 million and $4.7 million, respectively. | |||||||||||||||||||||
Amendments to Restricted Stock and SARs | |||||||||||||||||||||
The SARs were frozen at the liability amount, calculated as of March 31, 2013, which will be paid out to each participant in installments upon retirement or departure under the terms of the revised SARs agreements. See Note 3-“Selected Balance Sheet Data” for additional information. 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 (or otherwise all unsettled shares of stock upon termination of employment will be settled five years from the termination date). In addition, the formula settlement value of all outstanding shares of stock held by the plan participants was removed, and all such shares of stock are subject to sales restrictions that lapse at a rate of 20% per year for five years if the participant remains employed by the Company. Additionally, in the event of death or termination of employment after reaching the age of 67, 100% of the DSUs will be settled and 100% of the shares of stock will be released from the resale restriction. Further, 100% of the shares of stock will be released from the resale restriction upon the consummation of a change of control of the Company. | |||||||||||||||||||||
Subsequent to the IPO | |||||||||||||||||||||
2013 Omnibus Equity Incentive Plan | |||||||||||||||||||||
In October 2013, the board of directors adopted the 2013 Omnibus Equity Incentive Plan (the “2013 Plan”), which became effective upon the Company’s IPO. The 2013 Plan, in general authorizes for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards (RSAs), restricted stock units (RSUs), performance units and performance shares to the Company’s employees, independent contractors, directors and consultants and subsidiary corporations’ employees and consultants as selected from time to time by the Company’s board of directors at its discretion. | |||||||||||||||||||||
All RSAs vest in equal annual installments over a three year period from the date of grant. All RSUs vest in equal annual installments over a five year period from the date of grant. Any unvested awards are canceled upon termination of service. | |||||||||||||||||||||
In connection with the approval of the 2013 Plan, the Company reserved 5,500,000 shares of common stock for the issuance of awards under the 2013 Plan. At September 30, 2014, there were 2,230,999 shares available for future grants under the Plan. | |||||||||||||||||||||
RSUs/ RSAs | |||||||||||||||||||||
The following table summarizes the Company’s vested and nonvested RSU and RSA activity under the 2013 Plan for the nine month period ended September 30, 2014 (dollars in thousands, except per share data): | |||||||||||||||||||||
RSA Grants to | RSU Grants to | RSU Grants to | Total | Weighted- | |||||||||||||||||
Non-employee | Employees | Independent | Average Grant | ||||||||||||||||||
Directors | Contractors | Date Fair Value | |||||||||||||||||||
Per Share | |||||||||||||||||||||
Nonvested shares at December 31, 2013 | 30,000 | 313,155 | 570,760 | 913,915 | $ | 14.46 | |||||||||||||||
Granted | |||||||||||||||||||||
Feb-14 | — | — | 38,088 | 38,088 | |||||||||||||||||
May-14 | 22,884 | 6,991 | 31,780 | 61,655 | |||||||||||||||||
Aug-14 | — | 6,346 | 12,474 | 18,820 | |||||||||||||||||
Total Granted | 22,884 | 13,337 | 82,342 | 118,563 | 17.06 | ||||||||||||||||
Transferred | — | (5,158 | ) | 5,158 | — | 14.54 | |||||||||||||||
Forfeited/canceled | — | (27,454 | ) | (11,770 | ) | (39,224 | ) | 14.67 | |||||||||||||
Nonvested shares at September 30, 2014 | 52,884 | 293,880 | 646,490 | 993,254 | $ | 14.76 | |||||||||||||||
Unrecognized stock-based compensation expense as of September 30, 2014 (1) | $ | 563 | $ | 3,357 | $ | 15,939 | $ | 19,859 | |||||||||||||
Weighted average remaining vesting period as of September 30, 2014 | 2.32 | 4.28 | 4.29 | 4.18 | |||||||||||||||||
(1) | The unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately 4.18 years. | ||||||||||||||||||||
RSUs granted to independent contractors are grants made to the Company’s sales and financing professionals, who are considered non-employees under ASC 718. Accordingly, such awards are required to be measured at fair value at the end of each reporting period until settlement. During the nine months ended September 30, 2014, stock-based compensation expense was impacted by an increase in the Company’s common stock price from $14.90 at December 31, 2013 to $30.26 at September 30, 2014. | |||||||||||||||||||||
As of September 30, 2014, there were 2,275,747 fully vested outstanding DSUs. See “Amendments to Restricted Stock and SARs” section above and Note 11 – “Earnings Per Share” for additional information. | |||||||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||||||
In 2013, the Company adopted the 2013 Employee Stock Purchase Plan (“2013 ESPP Plan”). The 2013 ESPP Plan had 366,667 shares of common stock reserved and available for issuance at September 30, 2014. The ESPP Plan qualifies under Section 423 of the IRS Code and provides for consecutive, nonoverlapping 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. The first offering period began on May 15, 2014. | |||||||||||||||||||||
MMI determined the fair value of ESPP shares to be acquired during the first offering period using the Black Scholes option pricing model. MMI calculated the expected volatility based on the historical volatility of the Company’s common stock and the risk-free interest rate based on the U.S. Treasury yield curve in effect at the time of grant both consistent with the term of the offering period. The expected dividend yield was 0%. See Note 8 – “Stockholders’ Equity” for additional information on dividends. | |||||||||||||||||||||
At September 30, 2014, total unrecognized compensation cost related to the ESPP Plan was $22,000 and is expected to be recognized over a weighted-average period of 0.12 years. | |||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||
The following table summarizes the components of stock-based compensation included in the condensed consolidated statements of net and comprehensive income (in thousands): | |||||||||||||||||||||
Three Months | Nine Months | ||||||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Restricted stock and SARs (prior to IPO) | $ | — | $ | 2,053 | $ | — | $ | 4,679 | |||||||||||||
Employee stock purchase plan | 45 | — | 68 | — | |||||||||||||||||
RSAs – non-employee directors | 61 | — | 137 | — | |||||||||||||||||
RSUs - employees | 175 | — | 521 | — | |||||||||||||||||
RSUs – independent contractors | 1,136 | — | 2,549 | — | |||||||||||||||||
$ | 1,417 | $ | 2,053 | $ | 3,275 | $ | 4,679 | ||||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 30, 2014 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
10 | Income Taxes | |
The Company’s effective tax rate for the three and nine months ended September 30, 2014 was 41.2% for each period, compared to 43.5% for each of the three and nine months ended September 30, 2013. The Company’s estimated annual effective tax rate after discrete items for 2014 is 40.9%. The Company provides for the effects of income taxes in interim financial statements based on the Company’s estimate of the estimated annual effective tax rate for the full year, which is based on forecasted income by country where the Company operates, adjusted for the tax effects of items that relate discretely to the period, if any. The difference between the statutory tax rate and the Company’s effective tax rate is largely attributable to state income taxes and a full valuation allowance with respect to the deferred tax assets of the Company’s Canadian operations. | ||
The Company completed an analysis related to tax deductibility of IPO transaction costs during the three months ended June 30, 2014, which resulted in a tax benefit of $840,000. This benefit was recognized as an increase to additional paid-in capital and a reduction in current income tax payable and was realized during the three months ended September 30, 2014 as a result of the filing of the 2013 consolidated federal income tax return. | ||
Prior to November 1, 2013, MMREIS was part of a consolidated federal income tax return and various combined and consolidated state tax returns that were filed by MMC. MMREIS and MMC had a tax-sharing agreement whereby MMREIS was charged for income taxes using an effective tax rate of 43.5%. As part of the IPO, the tax-sharing agreement with MMC was terminated effective October 31, 2013. The amount determined under the tax-sharing agreement represented a receivable or obligation of MMREIS from (to) the MMC that MMREIS generally settled on a current basis. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Share | ' | ||||||||
11 | Earnings Per Share | ||||||||
Earnings per share information has not been presented for periods prior to the IPO, as the holders of MMREIS Series A Redeemable Preferred Stock were entitled to receive dividends at a rate determined by the Board of Directors, payable in preference and priority to any distribution on MMREIS common stock. Since MMREIS typically distributed its earnings to the Series A Preferred stockholders on a quarter-in-arrears basis, earnings per common share information for MMREIS common stock was not meaningful. | |||||||||
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2014 (in thousands, except per share data): | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, 2014 | September 30, 2014 | ||||||||
Numerator (Basic and Diluted): | |||||||||
Net income | $ | 13,523 | $ | 33,101 | |||||
Denominator: | |||||||||
Basic | |||||||||
Weighted average common shares issued and outstanding | 36,624 | 36,613 | |||||||
Deduct: Unvested RSAs (1) | (53 | ) | (42 | ) | |||||
Add: Fully vested DSUs (2) | 2,276 | 2,276 | |||||||
Weighted Average Common Shares Outstanding | 38,847 | 38,847 | |||||||
Basic earnings per common share | $ | 0.35 | $ | 0.85 | |||||
Diluted | |||||||||
Weighted Average Common Shares Outstanding from above | 38,847 | 38,847 | |||||||
Add: Dilutive effect of RSUs and RSAs | 164 | 102 | |||||||
Weighted Average Common Shares Outstanding | 39,011 | 38,949 | |||||||
Diluted earnings per common share | $ | 0.35 | $ | 0.85 | |||||
(1) | RSAs were issued and outstanding to the non-employee directors and have a three year vesting term subject to service requirements. See Note 9 – “Stock-Based Compensation” for additional information. | ||||||||
(2) | DSUs of 2.3 million shares are included in weighted average common shares outstanding as the DSUs were fully vested upon receipt and will be settled in actual stock issued at a rate of 20% per year if the participant remains employed by the Company during that period (or otherwise all unsettled shares of stock upon termination of employment will be settled five years from the termination date). See Note 9 – “Stock-Based Compensation” for additional information. | ||||||||
RSUs totaling 67,000 shares and 618,000 shares, primarily pertaining to grants to the Company’s independent contractors, were excluded from the calculation of diluted earnings per common share for the three and nine months ended September 30, 2014, respectively, as the effects were antidilutive. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies | ' | |
12 | Commitments and Contingencies | |
Litigation | ||
The Company is subject to various legal proceeding and clams that arise in the ordinary course of business, some of which involve claims for damages that are substantial in amount. Most of these litigation matters are covered by insurance which contain deductibles, exclusions, claim limits and aggregate policy limits. While the ultimate liability for these legal proceeding cannot be determined, the Company reviews the need for its accrual for loss contingencies quarterly and records an accrual for litigation related losses where the likelihood of loss is both probable and estimable. The Company believes that the ultimate resolution of the legal proceedings will not have a material adverse effect on its financial condition or results of operations. The Company accrues legal fees for litigation as the legal services are provided. |
Description_of_business_basis_1
Description of business, basis of presentation and recent accounting pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Description of Business | ' |
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 September 30, 2014, MMI operates 78 offices in the United States and Canada through its two wholly-owned subsidiaries, Marcus & Millichap Real Estate Investment Services, Inc. (“MMREIS”) and Marcus & Millichap Capital Corporation (“MMCC”). | |
Reorganization and Initial Public Offering | ' |
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, MMREIS (“Spin-Off”). Prior to the initial public offering (“IPO”) of MMI stock on October 30, 2013, all of the preferred and common stockholders of MMREIS (including MMC and employees of MMREIS) contributed all of their outstanding shares to the Company, in exchange for new MMI common stock, and MMREIS became MMI’s wholly-owned subsidiary. 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. | |
Prior to the Spin-Off, MMI and MMREIS were affiliates under common control, and the assets and liabilities of MMREIS were recorded at carryover basis at the Spin-Off date. The historical financial statements of MMREIS, as the Company’s predecessor, have been presented as the historical financial statements of the Company for all periods prior to the Spin-Off from the beginning of the earliest period presented. | |
On November 5, 2013, MMI completed its Initial Public Offering (“IPO”) of 6,900,000 shares of common stock at a price to the public of $12.00 per share. | |
Basis of Presentation | ' |
Basis of Presentation | |
The financial information presented in the accompanying unaudited condensed consolidated financial statements, have 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 (“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 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 for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed on March 21, 2014, with the SEC. The results of the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2014, or for other interim periods or future years. | |
Consolidation | ' |
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 | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Reclassifications | ' |
Reclassifications | |
Certain prior-period amounts in the notes to condensed consolidated financial statements and condensed consolidated statements of cash flows have been reclassified to conform to the current period presentation. These changes had no impact on the previously reported consolidated results of operations, financial condition, stockholders’ equity or on cash flows subtotals. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and cash equivalents and commissions receivable. Cash is placed with high-credit quality financial institutions. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents. The Company historically has not experienced any losses in its cash and cash equivalents. For commissions and other receivable, net the Company maintains allowances for estimated credit losses based on management’s assessment of the likelihood of collection. As of September 30, 2014 and December 31, 2013, the Company does not have significant concentration of credit risk. | |
The Company derives its revenues from a broad range of real estate investors and owners in the United States and Canada, none of which individually represents a significant concentration of credit risk. For the three and nine months ended September 30, 2014 and 2013, no individual transaction represented 10% or more of total revenues. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes virtually all of the current revenue recognition guidance under U.S. GAAP, and requires entities to recognize revenue for transfer to customer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. ASU 2014-09 permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. For the Company, the new standard will be effective January 1, 2017. The Company is currently evaluating the impact of this new standard. | |
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). Currently, there is no guidance under U.S. GAAP regarding management’s responsibility to assess whether there is substantial doubt about an entity’s ability to continue as a going concern. Under ASU 2014-15, the Company will be required to assess its ability to continue as a going concern each interim and annual reporting period and provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern, including management’s plan to alleviate the substantial doubt. ASU 2014-15 is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted. For the Company, the new standard will be effective January 1, 2017. This new standard will not have an impact to the Company’s consolidated financial position or results of operations. | |
Fair Value Measurements | ' |
ASC 820, Fair Value Measurement (“ASC 820”) establishes the accounting guidance for fair value measurements that applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. Under the accounting guidance, the Company makes fair value measurements that are classified and disclosed in one of the following three categories: | |
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2: 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 3: 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. |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment, Net | ' | ||||||||
Property and equipment, net consist of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Computer software and hardware equipment | $ | 8,308 | $ | 8,442 | |||||
Furniture, fixtures, and equipment | 14,484 | 19,530 | |||||||
Less: accumulated depreciation and amortization | (14,963 | ) | (19,412 | ) | |||||
$ | 7,829 | $ | 8,560 | ||||||
Selected_Balance_Sheet_Data_Ta
Selected Balance Sheet Data (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||
Components of Commissions and Other Receivables, Net | ' | ||||||||
Commissions and other receivables, net consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Commissions due from buyer/seller | $ | 3,624 | $ | 3,241 | |||||
Due from independent contractors and others (1) | 2,124 | 973 | |||||||
Less: allowance for doubtful accounts | (62 | ) | (99 | ) | |||||
$ | 5,686 | $ | 4,115 | ||||||
(1) | Represents amounts advanced and other receivables due from the Company’s sales and financing professionals and others. | ||||||||
Changes in Allowance for Doubtful Accounts | ' | ||||||||
The following table presents the changes in the allowance for doubtful accounts for the nine months ended September 30, 2014 and 2013 (in thousands): | |||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of period | $ | (99 | ) | $ | (129 | ) | |||
Provision for bad debt expense | 37 | 29 | |||||||
Balance at end of period | $ | (62 | ) | $ | (100 | ) | |||
Schedule of Other Assets | ' | ||||||||
Other assets consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Commission notes receivable | $ | 40 | $ | 82 | |||||
Due from independent contractors (1) | 2,799 | 1,938 | |||||||
Security deposits | 1,171 | 1,126 | |||||||
Other | 133 | — | |||||||
$ | 4,143 | $ | 3,146 | ||||||
(1) | Represents amounts advanced and other receivables due from the Company’s sales and financing professionals. | ||||||||
Components of Deferred Compensation and Commissions | ' | ||||||||
Deferred compensation and commissions consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
SARs liability | $ | 20,296 | $ | 19,970 | |||||
Commissions payable | 8,522 | 8,623 | |||||||
Deferred compensation liability | 3,760 | 3,584 | |||||||
$ | 32,578 | $ | 32,177 | ||||||
Schedule of Other Liabilities | ' | ||||||||
Other liabilities consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Long term deferred rent | $ | 2,467 | $ | 2,952 | |||||
Accrued legal | — | 1,351 | |||||||
Other | 6 | 68 | |||||||
$ | 2,473 | $ | 4,371 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Components of Stock-Based Compensation Included in Consolidated Statements of Net and Comprehensive Income | ' | ||||||||||||||||||||
The following table summarizes the components of stock-based compensation included in the condensed consolidated statements of net and comprehensive income (in thousands): | |||||||||||||||||||||
Three Months | Nine Months | ||||||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||
Restricted stock and SARs (prior to IPO) | $ | — | $ | 2,053 | $ | — | $ | 4,679 | |||||||||||||
Employee stock purchase plan | 45 | — | 68 | — | |||||||||||||||||
RSAs – non-employee directors | 61 | — | 137 | — | |||||||||||||||||
RSUs - employees | 175 | — | 521 | — | |||||||||||||||||
RSUs – independent contractors | 1,136 | — | 2,549 | — | |||||||||||||||||
$ | 1,417 | $ | 2,053 | $ | 3,275 | $ | 4,679 | ||||||||||||||
Post IPO [Member] | ' | ||||||||||||||||||||
Summary of Vested and Nonvested RSU and RSA Activity and Unrecognized Stock-Based Compensation Expense | ' | ||||||||||||||||||||
The following table summarizes the Company’s vested and nonvested RSU and RSA activity under the 2013 Plan for the nine month period ended September 30, 2014 (dollars in thousands, except per share data): | |||||||||||||||||||||
RSA Grants to | RSU Grants to | RSU Grants to | Total | Weighted- | |||||||||||||||||
Non-employee | Employees | Independent | Average Grant | ||||||||||||||||||
Directors | Contractors | Date Fair Value | |||||||||||||||||||
Per Share | |||||||||||||||||||||
Nonvested shares at December 31, 2013 | 30,000 | 313,155 | 570,760 | 913,915 | $ | 14.46 | |||||||||||||||
Granted | |||||||||||||||||||||
Feb-14 | — | — | 38,088 | 38,088 | |||||||||||||||||
May-14 | 22,884 | 6,991 | 31,780 | 61,655 | |||||||||||||||||
Aug-14 | — | 6,346 | 12,474 | 18,820 | |||||||||||||||||
Total Granted | 22,884 | 13,337 | 82,342 | 118,563 | 17.06 | ||||||||||||||||
Transferred | — | (5,158 | ) | 5,158 | — | 14.54 | |||||||||||||||
Forfeited/canceled | — | (27,454 | ) | (11,770 | ) | (39,224 | ) | 14.67 | |||||||||||||
Nonvested shares at September 30, 2014 | 52,884 | 293,880 | 646,490 | 993,254 | $ | 14.76 | |||||||||||||||
Unrecognized stock-based compensation expense as of September 30, 2014 (1) | $ | 563 | $ | 3,357 | $ | 15,939 | $ | 19,859 | |||||||||||||
Weighted average remaining vesting period as of September 30, 2014 | 2.32 | 4.28 | 4.29 | 4.18 | |||||||||||||||||
(1) | The unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately 4.18 years. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Computation of Basic and Diluted Earnings Per Share | ' | ||||||||
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2014 (in thousands, except per share data): | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, 2014 | September 30, 2014 | ||||||||
Numerator (Basic and Diluted): | |||||||||
Net income | $ | 13,523 | $ | 33,101 | |||||
Denominator: | |||||||||
Basic | |||||||||
Weighted average common shares issued and outstanding | 36,624 | 36,613 | |||||||
Deduct: Unvested RSAs (1) | (53 | ) | (42 | ) | |||||
Add: Fully vested DSUs (2) | 2,276 | 2,276 | |||||||
Weighted Average Common Shares Outstanding | 38,847 | 38,847 | |||||||
Basic earnings per common share | $ | 0.35 | $ | 0.85 | |||||
Diluted | |||||||||
Weighted Average Common Shares Outstanding from above | 38,847 | 38,847 | |||||||
Add: Dilutive effect of RSUs and RSAs | 164 | 102 | |||||||
Weighted Average Common Shares Outstanding | 39,011 | 38,949 | |||||||
Diluted earnings per common share | $ | 0.35 | $ | 0.85 | |||||
(1) | RSAs were issued and outstanding to the non-employee directors and have a three year vesting term subject to service requirements. See Note 9 – “Stock-Based Compensation” for additional information. | ||||||||
(2) | DSUs of 2.3 million shares are included in weighted average common shares outstanding as the DSUs were fully vested upon receipt and will be settled in actual stock issued at a rate of 20% per year if the participant remains employed by the Company during that period (or otherwise all unsettled shares of stock upon termination of employment will be settled five years from the termination date). See Note 9 – “Stock-Based Compensation” for additional information. |
Recovered_Sheet1
Description of Business, Basis of Presentation and Recent Accounting Pronouncements - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Nov. 05, 2013 | Sep. 30, 2014 | Nov. 05, 2013 | |
Office | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | MMI [Member] | IPO [Member] | IPO [Member] | IPO [Member] | |
Subsidiary | Total revenues [Member] | Total revenues [Member] | Total revenues [Member] | Total revenues [Member] | |||||
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | ||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of offices in the United States and Canada | 78 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of wholly owned subsidiaries | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Formation date | ' | ' | ' | ' | ' | '2013-06 | ' | ' | ' |
Contribution date | 30-Oct-13 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock distributed | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock sold | ' | ' | ' | ' | ' | ' | 6,900,000 | ' | ' |
Common stock sold and issued under IPO, price per share | ' | ' | ' | ' | ' | ' | ' | ' | $12 |
Description of IPO | ' | ' | ' | ' | ' | ' | ' | 'On November 5, 2013, MMI completed its Initial Public Offering ("IPO") of 6,900,000 shares of common stock at a price to the public of $12.00 per share. | ' |
Concentration of credit risk percentage | ' | 10.00% | 10.00% | 10.00% | 10.00% | ' | ' | ' | ' |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment, Net (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Less: accumulated depreciation and amortization | ($14,963) | ($19,412) |
Property and equipment, net | 7,829 | 8,560 |
Computer software and hardware equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 8,308 | 8,442 |
Furniture, fixtures, and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $14,484 | $19,530 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 3 Months Ended |
Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ' |
Capital lease obligations | $0 |
Furniture, fixtures, and equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Fully depreciated no longer in use furniture, fixtures and equipment write-off | $7,700,000 |
Selected_Balance_Sheet_Data_Co
Selected Balance Sheet Data - Components of Commissions and Other Receivables, Net (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Balance Sheet Related Disclosures [Abstract] | ' | ' | ' | ' |
Commissions due from buyer/seller | $3,624 | $3,241 | ' | ' |
Due from independent contractors and others | 2,124 | 973 | ' | ' |
Less: allowance for doubtful accounts | -62 | -99 | -100 | -129 |
Commissions and other receivables, net | $5,686 | $4,115 | ' | ' |
Selected_Balance_Sheet_Data_Ch
Selected Balance Sheet Data - Changes in Allowance for Doubtful Accounts (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Balance at beginning of period | ($99) | ($129) |
Provision for bad debt expense | 37 | 29 |
Balance at end of period | ($62) | ($100) |
Selected_Balance_Sheet_Data_Sc
Selected Balance Sheet Data - Schedule of Other Assets (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets [Line Items] | ' | ' |
Other assets | $4,143 | $3,146 |
Commission notes receivable [Member] | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 40 | 82 |
Due from independent contractors [Member] | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 2,799 | 1,938 |
Security deposits [Member] | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | 1,171 | 1,126 |
Other [Member] | ' | ' |
Other Assets [Line Items] | ' | ' |
Other assets | $133 | ' |
Selected_Balance_Sheet_Data_Co1
Selected Balance Sheet Data - Components of Deferred Compensation and Commissions (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | |||
Balance Sheet Related Disclosures [Abstract] | ' | ' | ' |
SARs liability | $20,296 | $19,970 | $20,000 |
Commissions payable | 8,522 | 8,623 | ' |
Deferred compensation liability | 3,760 | 3,584 | ' |
Total | $32,578 | $32,177 | ' |
Selected_Balance_Sheet_Data_Ad
Selected Balance Sheet Data - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 02, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Schedule Of Accrued Expenses [Line Items] | ' | ' | ' | ' | ' |
SARs frozen liability amount | ' | $20,296,000 | $20,296,000 | $19,970,000 | $20,000,000 |
SARs Liability frozen value date | ' | ' | 31-Mar-13 | ' | ' |
SARs liability interest accrual commencement date | ' | ' | 1-Jan-14 | ' | ' |
Interest expense | ' | 397,000 | 1,202,000 | ' | ' |
Treasury note term | ' | ' | ' | '10 years | ' |
Base spread on SARs liability variable rate | 2.00% | ' | ' | ' | ' |
SARs liability interest accrual rate | 5.03% | ' | ' | ' | ' |
Stock appreciation rights liability distribution | ' | ' | 412,000 | ' | ' |
Maximum payment deferral period for certain commissions payable | ' | ' | '3 years | ' | ' |
Fair value of deferred compensation plan assets | ' | ' | 110.00% | ' | ' |
SARs [Member] | ' | ' | ' | ' | ' |
Schedule Of Accrued Expenses [Line Items] | ' | ' | ' | ' | ' |
Interest expense | ' | 236,000 | 738,000 | ' | ' |
Stock appreciation rights liability distribution | ' | $412,000 | ' | ' | ' |
Selected_Balance_Sheet_Data_Sc1
Selected Balance Sheet Data - Schedule of Other Liabilities (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ' | ' |
Long term deferred rent | $2,467 | $2,952 |
Accrued legal | ' | 1,351 |
Other | 6 | 68 |
Other liabilities | $2,473 | $4,371 |
Notes_Payable_to_Former_Stockh1
Notes Payable to Former Stockholders - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Notes Payable [Line Items] | ' | ' | ' |
Accrued interest expense pertaining to Notes | $252,000 | $252,000 | $425,000 |
Interest expense | 397,000 | 1,202,000 | ' |
Payments of principal and interest amount | ' | 1,500,000 | ' |
Payments pertained to interest | ' | 618,000 | ' |
Payments pertained to principal | ' | 851,000 | ' |
Notes Payable to Former Stockholders [Member] | ' | ' | ' |
Notes Payable [Line Items] | ' | ' | ' |
Interest expense | $144,000 | $447,000 | ' |
Restricted Stock - Notes Payable [Member] | ' | ' | ' |
Notes Payable [Line Items] | ' | ' | ' |
Unsecured notes interest rate | 5.00% | 5.00% | ' |
Unsecured notes maturity date | ' | 14-Apr-20 | ' |
SARs - Notes Payable [Member] | ' | ' | ' |
Notes Payable [Line Items] | ' | ' | ' |
Unsecured notes interest rate | 5.00% | 5.00% | ' |
Unsecured notes maturity date | ' | 14-Apr-20 | ' |
Credit_Agreement_Additional_In
Credit Agreement - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended |
Jan. 02, 2014 | Sep. 30, 2014 | |
Ratio | ||
Line of Credit Facility [Line Items] | ' | ' |
Senior secured revolving credit facility maximum borrowing capacity | ' | $60,000,000 |
Revolving credit facility maturity date | ' | 1-Jun-17 |
Bank fees and other expenses | ' | 224,000 |
Credit agreement, unused capacity, commitment fee percentage | ' | 0.10% |
Commitment fee commencement date | ' | 1-Jul-14 |
Date the Company entered into a Credit Agreement | ' | 18-Jun-14 |
Credit agreement date | ' | 1-Jun-14 |
Credit agreement, amount outstanding | ' | 0 |
Standby letters of credit borrowing capacity | ' | $10,000,000 |
Credit facility interest rate description | ' | 'Credit Facility will bear interest, at the Company's option, at either the (i) Base Rate (defined as the highest of (a) the Bank's prime rate, (b) the Federal Funds Rate plus 1.5% and (c) one-month LIBOR plus 1.5%), or (ii) at a variable rate between 0.875% and 1.125% above LIBOR, based upon the total funded debt to EBITDA ratio. |
Base spread on variable rate | 2.00% | ' |
LIBOR rate duration period | ' | '1 month |
Credit facility covenants | ' | '(i) an EBITDAR Coverage Ratio (as defined in the Credit Agreement) of not less than 1.251.0 as of each quarter end on a rolling 4-quarter basis and (ii) total funded debt to EBITDA not greater than 2.01.0 |
Minimum EBITDAR coverage ratio | ' | 1.25 |
Maximum Total Funded Debt to EBITDA ratio | ' | 2 |
Credit agreement, pledge percentage | ' | 100.00% |
Compliance description | ' | 'As of September 30, 2014, the Company was in compliance with all financial and non-financial covenants. |
London Interbank Offered Rate (LIBOR) [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Base spread on variable rate | ' | 1.50% |
Federal Funds Rate [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Base spread on variable rate | ' | 1.50% |
Minimum [Member] | Variable Rate [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Base spread on variable rate | ' | 0.88% |
Maximum [Member] | Variable Rate [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Base spread on variable rate | ' | 1.13% |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Oct. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Mr. Marcus [Member] | Dividend Paid [Member] | Dividend Paid [Member] | Dividend Declared [Member] | MMC [Member] | MMC [Member] | MMC [Member] | MMC [Member] | MMC [Member] | MMC [Member] | MMC [Member] | MMC [Member] | MMC [Member] | ||||||
Shared Services [Member] | Shared Services [Member] | Transition Services Agreement [Member] | Transition Services Agreement [Member] | Transition Services Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Health insurance premium expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | $2,800,000 | ' | ' | $0 | $1,000,000 | ' |
General and administrative expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,000 | ' | 501,000 | 493,000 | 896,000 | 42,000 | 229,000 | ' |
Transition services agreement effective date | ' | ' | 31-Oct-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and other accrued expenses - related party | 172,000 | ' | 172,000 | ' | 506,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 172,000 | 172,000 | 506,000 |
Real estate brokerage commissions and financing fees from transactions with former parent, Marcus & Millichap Company | 872,000 | 0 | 932,000 | 382,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commission expenses for transactions with former parent, Marcus & Millichap Company | 540,000 | 0 | 576,000 | 238,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,000 | 109,000 | 328,000 | 289,000 | ' | ' | ' | ' | ' |
Lease expires date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-15 | ' | ' | ' | ' | ' | ' |
Percentage of ownership in diluted shares | ' | ' | ' | ' | ' | 67.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends to former parent, Marcus & Millichap Company | ' | ' | ' | 31,181,000 | ' | ' | 6,500,000 | 31,181,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred dividends declared but not paid | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest income earned from MMC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 74,000 | ' | ' | ' | ' | ' |
Sweep arrangement termination date | ' | ' | 30-Jun-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount outstanding for employee notes receivable | $419,000 | ' | $419,000 | ' | $418,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Stockholders Equity [Line Items] | ' | ' |
Common stock, shares issued | 36,623,781 | 36,600,897 |
Common stock, shares outstanding | 36,623,781 | 36,600,897 |
Common stock share, par value | 0.0001 | 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | 0.0001 | 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Restricted Stock [Member] | Non-employee directors [Member] | ' | ' |
Stockholders Equity [Line Items] | ' | ' |
Common stock issued | 52,884 | 30,000 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Unrecognized stock-based compensation expenses recognition period | ' | ' | '4 years 2 months 5 days | ' |
Stock based compensation | $1,417 | $2,053 | $3,275 | $4,679 |
Deemed capital contribution from former parent, Marcus & Millichap Company | ' | ' | ' | 2,655 |
SARs Liability frozen value date | ' | ' | 31-Mar-13 | ' |
Notes receivable from employees [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Notes issued, interest rate | ' | ' | ' | 5.00% |
Notes issued, interest rate | ' | ' | ' | 6.00% |
Notes issued, payment date | ' | ' | 15-Apr-16 | ' |
Deferred stock units [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
DSU settlement into actual stock issued term | ' | ' | '5 years | ' |
DSU settlement to common stock percentage | ' | ' | 20.00% | ' |
Employee termination age | ' | ' | 67 | ' |
Percentage of deferred stock units settled | ' | ' | 100.00% | ' |
Percentage of shares of deferred stock units released from resale restriction | ' | ' | 100.00% | ' |
Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Restricted common stock issued, vesting period | ' | ' | '3 years | ' |
Restricted Stock [Member] | Sales Restricted [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Sales restriction lapse percentage for restricted stock | ' | ' | 20.00% | ' |
Sales restriction period for restricted stock | ' | ' | '5 years | ' |
Employee termination age | ' | ' | 67 | ' |
Percentage of shares of stock released from resale restriction upon consummation of change of control | ' | ' | 100.00% | ' |
Pre-IPO [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Terms of issued options | ' | ' | 'One year or less | ' |
Stock options exercised | ' | 0 | ' | 750 |
Number of stock option redemption or cancelations | ' | 0 | ' | 0 |
Unrecognized stock-based compensation expenses recognition period | ' | ' | '4 years | ' |
Stock based compensation | ' | 2,100 | ' | 4,700 |
Deemed capital contribution from former parent, Marcus & Millichap Company | ' | $1,200 | ' | $2,700 |
Pre-IPO [Member] | Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Restricted common stock issued, vesting period | ' | ' | ' | '3 years |
Pre-IPO [Member] | Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Restricted common stock issued, vesting period | ' | ' | ' | '5 years |
StockBased_Compensation_Subseq
Stock-Based Compensation - Subsequent to the IPO - 2013 Omnibus Equity Incentive Plan - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Common Stock [Member] | Common Stock [Member] | Restricted Stock [Member] | Restricted Stock Units (RSUs) [Member] | 2013 Omnibus Equity Incentive Plan [Member] | 2013 Omnibus Equity Incentive Plan [Member] | 2013 Omnibus Equity Incentive Plan [Member] | |||
Incentive_Plan | Deferred stock units [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of active equity plans | ' | ' | ' | ' | ' | ' | 1 | ' | ' |
Vesting period for restricted stock awards and restricted stock units | ' | ' | ' | ' | '3 years | '5 years | ' | ' | ' |
Common stock shares reserved for issuance of awards | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | ' |
Common stock shares available for future grants | ' | ' | ' | ' | ' | ' | 2,230,999 | ' | ' |
Common stock price used for measurement to FMV for RSU awards to independent contractors | ' | ' | $30.26 | $14.90 | ' | ' | ' | ' | ' |
Fully vested deferred stock units | 2,276,000 | 2,276,000 | ' | ' | ' | ' | ' | ' | 2,275,747 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Vested and Nonvested RSU and RSA Activity Under 2013 Plan (Detail) (USD $) | 1 Months Ended | 9 Months Ended | ||
Aug. 31, 2014 | 31-May-14 | Feb. 28, 2014 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock outstanding, beginning balance, Shares | ' | ' | ' | 913,915 |
Granted | 18,820 | 61,655 | 38,088 | 118,563 |
Forfeited/canceled | ' | ' | ' | -39,224 |
Stock outstanding, ending balance, Shares | ' | ' | ' | 993,254 |
Unrecognized stock-based compensation expense as of September 30, 2014 | ' | ' | ' | $19,859,000 |
Weighted average remaining vesting period as of September 30, 2014 | ' | ' | ' | '4 years 2 months 5 days |
Nonvested weighted average grant date fair value per share, beginning balance | ' | ' | ' | $14.46 |
Weighted average grant date fair value per share, Granted | ' | ' | ' | $17.06 |
Weighted average grant date fair value, transferred | ' | ' | ' | $14.54 |
Weighted average grant date fair value, Forfeited/canceled | ' | ' | ' | $14.67 |
Nonvested weighted average grant date fair value per share, ending balance | ' | ' | ' | $14.76 |
Restricted Stock [Member] | Non-employee directors [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock outstanding, beginning balance, Shares | ' | ' | ' | 30,000 |
Granted | ' | 22,884 | ' | 22,884 |
Stock outstanding, ending balance, Shares | ' | ' | ' | 52,884 |
Unrecognized stock-based compensation expense as of September 30, 2014 | ' | ' | ' | 563,000 |
Weighted average remaining vesting period as of September 30, 2014 | ' | ' | ' | '2 years 3 months 26 days |
Restricted Stock Units (RSUs) [Member] | Employees [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock outstanding, beginning balance, Shares | ' | ' | ' | 313,155 |
Granted | 6,346 | 6,991 | ' | 13,337 |
Transferred | ' | ' | ' | -5,158 |
Forfeited/canceled | ' | ' | ' | -27,454 |
Stock outstanding, ending balance, Shares | ' | ' | ' | 293,880 |
Unrecognized stock-based compensation expense as of September 30, 2014 | ' | ' | ' | 3,357,000 |
Weighted average remaining vesting period as of September 30, 2014 | ' | ' | ' | '4 years 3 months 11 days |
Restricted Stock Units (RSUs) [Member] | Independent Contractors [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock outstanding, beginning balance, Shares | ' | ' | ' | 570,760 |
Granted | 12,474 | 31,780 | 38,088 | 82,342 |
Transferred | ' | ' | ' | 5,158 |
Forfeited/canceled | ' | ' | ' | -11,770 |
Stock outstanding, ending balance, Shares | ' | ' | ' | 646,490 |
Unrecognized stock-based compensation expense as of September 30, 2014 | ' | ' | ' | $15,939,000 |
Weighted average remaining vesting period as of September 30, 2014 | ' | ' | ' | '4 years 3 months 15 days |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Vested and Nonvested RSU and RSA Activity Under 2013 Plan (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Unrecognized stock-based compensation expenses recognition period | '4 years 2 months 5 days |
StockBased_Compensation_Employ
Stock-Based Compensation - Employee Stock Purchase Plans - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Expected dividend yield | 0.00% |
Unrecognized stock-based compensation expense | $19,859,000 |
Unrecognized stock-based compensation expenses recognition period | '4 years 2 months 5 days |
Employee Stock Purchase Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Common stock reserved and available for issuance | 366,667 |
ESPP offering period description | 'The offering periods generally start on the first trading day on or after May 15 and November 15 of each year. The first offering period began on May 15, 2014. |
Length of purchase intervals | '6 months |
Unrecognized stock-based compensation expense | $22,000 |
Unrecognized stock-based compensation expenses recognition period | '1 month 13 days |
StockBased_Compensation_Compon
Stock-Based Compensation - Components of Stock-Based Compensation Included in Consolidated Statements of Net and Comprehensive Income (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based compensation expense - Independent contractors | $1,136 | ' | $2,549 | ' |
Allocated share-based compensation expense | 1,417 | 2,053 | 3,275 | 4,679 |
Restricted stock and SARs (prior to IPO) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | ' | 2,053 | ' | 4,679 |
Employee Stock Purchase Plan [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 45 | ' | 68 | ' |
Restricted Stock [Member] | Non-employee directors [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 61 | ' | 137 | ' |
Restricted Stock Units (RSUs) [Member] | Employees [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $175 | ' | $521 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Oct. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 |
Tax-sharing agreement [Member] | Tax-sharing agreement [Member] | Tax-sharing agreement [Member] | Tax-sharing agreement [Member] | Estimated 2014 annual effective tax rate [Member] | ||||
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Effective tax rate | 41.20% | ' | 41.20% | 43.50% | 43.50% | ' | 43.50% | 40.90% |
Tax benefit of deductible IPO transaction costs | ' | $840 | $840 | ' | ' | ' | ' | ' |
Tax-sharing agreement termination date | ' | ' | ' | ' | ' | 31-Oct-13 | ' | ' |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||
Numerator (Basic and Diluted): | ' | ' | ' | ' | ||
Net income | $13,523 | $7,275 | $33,101 | $16,922 | ||
Denominator: | ' | ' | ' | ' | ||
Weighted average common shares issued and outstanding | 36,624 | ' | 36,613 | ' | ||
Deduct: Unvested RSAs | -53 | ' | -42 | ' | ||
Add: Fully vested DSUs | 2,276 | ' | 2,276 | ' | ||
Weighted Average Common Shares Outstanding | 38,847 | [1] | ' | 38,847 | [1] | ' |
Basic earnings per common share | $0.35 | [1] | ' | $0.85 | [1] | ' |
Weighted Average Common Shares Outstanding from above | 38,847 | [1] | ' | 38,847 | [1] | ' |
Add: Dilutive effect of RSUs and RSAs | 164 | ' | 102 | ' | ||
Weighted Average Common Shares Outstanding | 39,011 | [1] | ' | 38,949 | [1] | ' |
Diluted earnings per common share | $0.35 | [1] | ' | $0.85 | [1] | ' |
[1] | Earnings per share information has not been presented for periods prior to the IPO on October 31, 2013 as it was not meaningful. |
Earnings_Per_Share_Computation1
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Parenthetical) (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Fully vested DSUs | 2,276,000 | 2,276,000 |
Restricted Stock [Member] | ' | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Restricted common stock issued, vesting period | ' | '3 years |
Restricted Stock [Member] | Non-employee directors [Member] | ' | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Restricted common stock issued, vesting period | ' | '3 years |
Deferred stock units [Member] | ' | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' |
DSU settlement to common stock percentage | ' | 20.00% |
DSU settlement into actual stock issued term | ' | '5 years |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ' | ' |
Antidilutive securities excluded from computation of diluted earnings per common share | 67,000 | 618,000 |