Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 23, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-36155 | ||
Entity Registrant Name | MARCUS & MILLICHAP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 35-2478370 | ||
Entity Address, Address Line One | 23975 Park Sorrento, Suite 400 | ||
Entity Address, City or Town | Calabasas | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91302 | ||
City Area Code | 818 | ||
Local Phone Number | 212-2250 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | MMI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 906.9 | ||
Entity Common Stock, Shares Outstanding | 39,243,988 | ||
Entity Central Index Key | 0001578732 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Los Angeles, California |
Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement to be delivered to stockholders in connection with the annual meeting of stockholders to be held on May 2, 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K. Such Proxy Statement will be filed with the United States Securities and Exchange Commission (the “SEC”) within 120 days of the registrant’s fiscal year ended December 31, 2022. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash, cash equivalents, and restricted cash of $16 | $ 235,873 | $ 382,140 |
Commissions receivable | 8,453 | 17,230 |
Prepaid expenses | 9,411 | 13,220 |
Income tax receivable | 8,682 | 0 |
Marketable debt securities, available-for-sale (includes amortized cost of $254,682 and $183,915 at December 31, 2022 and 2021, respectively, and $0 allowance for credit losses) | 253,434 | 183,868 |
Advances and loans, net | 4,005 | 6,403 |
Other assets, current | 7,282 | 5,270 |
Total current assets | 527,140 | 608,131 |
Property and equipment, net | 27,644 | 23,192 |
Operating lease right-of-use assets, net | 87,945 | 81,528 |
Marketable debt securities, available-for-sale (includes amortized cost of $72,819 and $111,858 at December 31, 2022 and 2021, respectively, and $0 allowance for credit losses) | 68,595 | 112,610 |
Assets held in rabbi trust | 9,553 | 11,508 |
Deferred tax assets, net | 41,321 | 33,736 |
Goodwill and other intangible assets, net | 55,696 | 48,105 |
Advances and loans, net | 169,955 | 113,242 |
Other assets, non-current | 15,859 | 13,146 |
Total assets | 1,003,708 | 1,045,198 |
Current liabilities: | ||
Accounts payable and accrued expenses | 11,450 | 15,487 |
Deferred compensation and commissions | 75,321 | 114,685 |
Income tax payable | 0 | 17,853 |
Operating lease liabilities | 16,984 | 18,973 |
Accrued bonuses and other employee related expenses | 38,327 | 49,848 |
Other liabilities, current | 9,933 | 8,784 |
Total current liabilities | 152,015 | 225,630 |
Deferred compensation and commissions | 64,461 | 53,536 |
Operating lease liabilities | 65,109 | 58,334 |
Other liabilities, non-current | 8,614 | 11,394 |
Total liabilities | 290,199 | 348,894 |
Commitments and contingencies | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock | 4 | 4 |
Additional paid-in capital | 131,541 | 121,844 |
Retained earnings | 585,581 | 573,546 |
Accumulated other comprehensive income | (3,617) | 910 |
Total stockholders’ equity | 713,509 | 696,304 |
Total liabilities and stockholders’ equity | $ 1,003,708 | $ 1,045,198 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 16 | |
Amortized cost, current | 254,682 | $ 183,915 |
Allowance for credit losses, current | 0 | 0 |
Amortized cost, noncurrent | 72,819 | 111,858 |
Allowance for credit losses, noncurrent | $ 0 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 39,255,838 | 39,692,373 |
Common stock, shares outstanding (in shares) | 39,255,838 | 39,692,373 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 1,301,710 | $ 1,296,440 | $ 716,906 |
Operating expenses: | |||
Cost of services | 850,894 | 840,209 | 447,879 |
Selling, general and administrative | 300,009 | 255,154 | 204,514 |
Depreciation and amortization | 13,406 | 11,721 | 10,899 |
Total operating expenses | 1,164,309 | 1,107,084 | 663,292 |
Operating income | 137,401 | 189,356 | 53,614 |
Other income, net | 5,336 | 4,527 | 6,650 |
Interest expense | (708) | (580) | (900) |
Income before provision for income taxes | 142,029 | 193,303 | 59,364 |
Provision for income taxes | 37,804 | 50,833 | 16,526 |
Net income | $ 104,225 | $ 142,470 | $ 42,838 |
Earnings per share: | |||
Basic (in dollars per share) | $ 2.61 | $ 3.57 | $ 1.08 |
Diluted (in dollars per share) | $ 2.59 | $ 3.55 | $ 1.08 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 39,893 | 39,888 | 39,642 |
Diluted (in shares) | 40,186 | 40,187 | 39,735 |
Real estate brokerage commissions | |||
Revenue: | |||
Total revenue | $ 1,170,310 | $ 1,170,969 | $ 633,164 |
Financing fees | |||
Revenue: | |||
Total revenue | 112,978 | 109,690 | 70,538 |
Other revenue | |||
Revenue: | |||
Total revenue | $ 18,422 | $ 15,781 | $ 13,204 |
CONDENSED CONSOLIDATED STATEMET
CONDENSED CONSOLIDATED STATEMETNS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 104,225 | $ 142,470 | $ 42,838 |
Marketable debt securities, available-for-sale: | |||
Change in net unrealized gains/losses | (4,565) | (1,554) | 799 |
Less: reclassification adjustment for net losses (gains) included in other income (expense), net | (70) | 72 | 34 |
Net change, net of tax of $(1,559), $(505) and $286 for the years ended December 31, 2022, 2021, and 2020, respectively | (4,635) | (1,482) | 833 |
Foreign currency translation gain (loss), net of tax of $0 for each of the years ended December 31, 2022, 2021, and 2020, respectively | 108 | (182) | (237) |
Total other comprehensive (loss) income | (4,527) | (1,664) | 596 |
Comprehensive income | $ 99,698 | $ 140,806 | $ 43,434 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMETNS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Marketable debt securities, available-for-sale, net change, tax | $ (1,559) | $ (505) | $ 286 |
Foreign currency translation loss, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Series A Redeemable Preferred Stock | Common Stock | Additional Paid-In Capital | Stock Notes Receivable From Employees | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Dec. 31, 2019 | 0 | 39,153,195 | |||||
Beginning Balance at Dec. 31, 2019 | $ 494,874,000 | $ 0 | $ 4,000 | $ 104,658,000 | $ (4,000) | $ 388,238,000 | $ 1,978,000 |
Net and comprehensive income (loss) | 43,434,000 | 42,838,000 | 596,000 | ||||
Stock-based compensation | 9,905,000 | 9,905,000 | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 27,596 | ||||||
Issuance of common stock pursuant to employee stock purchase plan | 642,000 | 642,000 | |||||
Issuance of common stock for vesting of restricted stock units (in shares) | 264,235 | ||||||
Issuance of common stock for unvested restricted stock awards (in shares) | 19,516 | ||||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (62,566) | ||||||
Issuance of common stock for stock settled deferred consideration | (2,023,000) | (2,023,000) | |||||
Reduction of stock notes receivable from employees | 4,000 | 4,000 | |||||
Ending Balance (in shares) at Dec. 31, 2020 | 0 | 39,401,976 | |||||
Ending Balance at Dec. 31, 2020 | 546,836,000 | $ 0 | $ 4,000 | 113,182,000 | 0 | 431,076,000 | 2,574,000 |
Net and comprehensive income (loss) | 140,806,000 | 142,470,000 | (1,664,000) | ||||
Stock-based compensation | 10,361,000 | 10,361,000 | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 20,152 | ||||||
Issuance of common stock pursuant to employee stock purchase plan | 653,000 | 653,000 | |||||
Issuance of common stock for settlement of deferred stock units (in shares) | 60,373 | ||||||
Issuance of common stock for vesting of restricted stock units (in shares) | 260,525 | ||||||
Issuance of common stock for unvested restricted stock awards (in shares) | 13,323 | ||||||
Issuance of common stock for stock settled deferred consideration (in shares) | 27,481 | ||||||
Shares withheld related to net share settlement of stock-based awards | 1,000,000 | 1,000,000 | |||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (91,457) | ||||||
Issuance of common stock for stock settled deferred consideration | (3,352,000) | (3,352,000) | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 0 | 39,692,373 | |||||
Ending Balance at Dec. 31, 2021 | 696,304,000 | $ 0 | $ 4,000 | 121,844,000 | 0 | 573,546,000 | 910,000 |
Net and comprehensive income (loss) | 99,698,000 | 104,225,000 | (4,527,000) | ||||
Dividends, Common Stock | (62,572,000) | (62,572,000) | |||||
Stock-based compensation | 17,312,000 | 17,312,000 | |||||
Issuance of common stock pursuant to employee stock purchase plan (in shares) | 19,813 | ||||||
Issuance of common stock pursuant to employee stock purchase plan | 709,000 | 709,000 | |||||
Issuance of common stock for settlement of deferred stock units (in shares) | 281,193 | ||||||
Issuance of common stock for vesting of restricted stock units (in shares) | 292,953 | ||||||
Issuance of common stock for unvested restricted stock awards (in shares) | 11,494 | ||||||
Issuance of common stock for stock settled deferred consideration (in shares) | 28,673 | ||||||
Shares withheld related to net share settlement of stock-based awards | 1,417,000 | 1,417,000 | |||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (206,390) | ||||||
Issuance of common stock for stock settled deferred consideration | (9,741,000) | (9,741,000) | |||||
Repurchases of common stock | (29,618,000) | $ (864,000) | (29,618,000) | ||||
Ending Balance (in shares) at Dec. 31, 2022 | 0 | 39,255,838 | |||||
Ending Balance at Dec. 31, 2022 | $ 713,509,000 | $ 0 | $ 4,000 | $ 131,541,000 | $ 0 | $ 585,581,000 | $ (3,617,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income | $ 104,225 | $ 142,470 | $ 42,838 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 13,406 | 11,721 | 10,899 |
Noncash lease expense | 23,112 | 23,729 | 22,825 |
Credit loss expense | (51) | 166 | 188 |
Stock-based compensation | 17,312 | 10,361 | 9,905 |
Deferred taxes, net | (6,073) | (11,845) | 473 |
Unrealized foreign exchange losses (gains) | 534 | 3,824 | (299) |
Net realized gains on marketable debt securities, available-for-sale | (86) | (219) | (192) |
Other non-cash items | (973) | 641 | 895 |
Changes in operating assets and liabilities: | |||
Commissions receivable | 8,445 | (10,832) | (3,290) |
Prepaid expenses | 3,802 | (3,066) | 774 |
Advances and loans | (54,818) | (12,382) | (39,773) |
Other assets | (9,830) | (3,046) | (2,743) |
Accounts payable and accrued expenses | (4,071) | 9,779 | (5,643) |
Income tax receivable/payable | (26,535) | 14,128 | 8,724 |
Accrued bonuses and other employee related expenses | (11,491) | 29,073 | (2,095) |
Deferred compensation and commissions | (24,631) | 75,047 | 6,421 |
Operating lease liabilities | (21,176) | (21,276) | (18,461) |
Other liabilities | 2,528 | (2,370) | 6,642 |
Net cash provided by operating activities | 13,629 | 255,903 | 38,088 |
Cash flows from investing activities | |||
Acquisition of businesses, net of cash received | (12,500) | 229 | (16,298) |
Purchases of marketable debt securities, available-for-sale | (380,799) | (378,106) | (215,606) |
Proceeds from sales and maturities of marketable debt securities, available-for-sale | 350,993 | 285,628 | 221,677 |
Purchases of securities, held-to-maturity | 0 | (9,500) | 0 |
Issuances of employee notes receivable | (74) | (40) | (243) |
Payments received on employee notes receivable | 71 | 290 | 187 |
Purchase of property and equipment | (11,666) | (6,857) | (6,945) |
Net cash used in investing activities | (53,975) | (108,356) | (17,228) |
Cash flows from financing activities | |||
Taxes paid related to net share settlement of stock-based awards | (9,741) | (3,352) | (2,023) |
Proceeds from issuance of shares pursuant to employee stock purchase plan | 709 | 653 | 642 |
Dividends paid | (60,358) | 0 | 0 |
Principal payments on notes payable to former stockholders | 0 | 0 | (6,564) |
Principal payments on stock appreciation rights liability | (1,761) | (1,481) | (1,251) |
Payments of contingent and deferred consideration | (5,351) | (1,739) | (1,134) |
Cash paid for stock repurchases | (29,053) | 0 | 0 |
Net cash used in financing activities | (105,555) | (5,919) | (10,330) |
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | (366) | (2,640) | (48) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (146,267) | 138,988 | 10,482 |
Cash, cash equivalents, and restricted cash at beginning of year | 382,140 | 243,152 | 232,670 |
Cash, cash equivalents, and restricted cash at end of year | 235,873 | 382,140 | 243,152 |
Supplemental disclosures of cash flow information | |||
Interest paid during the period | 614 | 749 | 1,223 |
Income taxes paid, net | 69,847 | 48,563 | 7,329 |
Cash paid for amounts included in the measurement of operating lease liabilities | 21,770 | 23,662 | 21,131 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Unpaid purchases of property and equipment | 684 | 406 | 154 |
Right-of-use assets obtained in exchange for operating lease obligations | 27,027 | 19,981 | 16,293 |
Issuance of shares pursuant to settlement of deferred consideration | $ 1,417 | $ 1,000 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation 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 services, research and advisory services. As of December 31, 2022, MMI operates 81 offices in the United States and Canada through its wholly-owned subsidiaries, including the operations of Marcus & Millichap Capital Corporation. Reorganization and Initial Public Offering MMI was formed in June 2013 in preparation for Marcus & Millichap Company (“MMC”) to spin-off its majority owned subsidiary, Marcus & Millichap Real Estate Investment Services, Inc. (“MMREIS”). Prior to the initial public offering (“IPO”) of MMI, all of the preferred and common stockholders of MMREIS (including MMC and employees of MMREIS) contributed all of their outstanding shares to MMI, in exchange for new MMI common stock. As a result, MMREIS became a wholly-owned subsidiary of MMI. Thereafter, MMC distributed 80.0% of the shares of MMI common stock to MMC’s shareholders and exchanged the remaining portion of its shares of MMI common stock for cancellation of indebtedness of MMC. MMI completed its IPO on November 5, 2013. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The 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. The Company reclassified certain items previously included within accounts payable and other liabilities to other liabilities, current in the December 31, 2021 consolidated balance sheet to conform with current period presentation. |
Accounting Policies and Recent
Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Accounting Policies and Recent Accounting Pronouncements | 2. Accounting Policies and Recent Accounting Pronouncements Accounting Policies Cash, Cash Equivalents, and Restricted Cash The Company considers cash equivalents to include short-term, highly liquid investments with maturities of three months or less when purchased. Portions of the balance of cash, cash equivalents, and restricted cash were held in financial institutions, various money market funds with fixed and floating net asset values and short-term commercial paper. Money market funds have floating net asset values and may be subject to gating or liquidity fees. The Company assesses short-term commercial paper for impairment in connection with investments in marketable debt securities, available-for-sale. The likelihood of realizing material losses from cash, cash equivalents, and restricted cash, including the excess of cash balances over federally insured limits, is remote. Revenue Recognition The Company generates real estate brokerage commissions by acting as a broker for real estate owners or investors seeking to buy or sell interests in commercial properties and generates financing fees from securing financing on purchase transactions, from refinancing its clients’ existing mortgage debt and other ancillary fees associated with financing activities, including, but not limited to, mortgage servicing, debt and equity advisory services, loan sales, due diligence services, guarantee fees, loan performance fees and other consulting. Real Estate Brokerage Commissions Contracts for representing buyers and sellers of real estate are negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which happens at the close of escrow. At that time, the Company's performance is complete. Financing Fees Contracts for representing potential borrowers are negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which happens at the time the loan closes. At that time, the Company recognizes revenue related to the transaction. The Company’s fee arrangements, with an exception for guarantee obligations, do not include terms or conditions that require the Company to perform any service or fulfill any obligation once the loan closes. Loan Performance Fees - For loans originated through the Strategic Alliance ("Strategic Alliance") with M&T Realty Capital Corporation ("MTRCC"), the Company receives variable consideration in the form of loan performance fees based on a portion of the servicing fees expected to be received by MTRCC under the servicing contract for servicing the loan. As the Company is not obligated to perform any servicing functions and has no further obligations related to the transaction giving rise to the loan performance fees, the estimated value of the loan performance fees to be received is recorded at the time the loan closes and are collected over the estimated term of the related loan. Any changes in the estimate of loan performance fees to be received are recorded in revenue in the period the estimate changes. Guarantee Obligations - For certain loans originated through the Strategic Alliance with MTRCC, the Company may agree, at its option, to indemnify MTRCC for a portion of MTRCC’s obligations for loans sold to the Federal National Mortgage Association ("Fannie Mae"). For these loans, the Company allocates a portion of the transaction price and records a loan guarantee obligation based on its fair value. Revenue for this stand ready obligation is recorded on a straight-line basis over the term of the estimated guarantee period and is recorded in financing fees in the consolidated statements of operations. The guarantee obligation is capped at 16.7% of any unpaid principal balance in excess of the value of the collateral securing such loan. For these loans, the Company is required to pledge cash in a restricted bank account in support of the guarantee obligation. The Company records an allowance for estimated losses related to the loans subject to the guarantee considering the risk characteristics of the loan, the loan's risk rating, historical loss experience, potential adverse situations affecting individual loans and other forecasted information as appropriate. Mortgage Servicing - The Company recognized mortgage servicing revenue upon the acquisition of a servicing contract. The Company recorded servicing fees when earned provided the loans are current and the debt service payments are made by the borrower. As of December 31, 2022, the Company no longer owns any mortgage servicing rights. Other Revenue Other revenue include fees generated from consulting and advisory services, as well as referral fees from other real estate brokers, and are recognized when services are provided, or upon closing of the transaction. Capitalization of Internal Software Certain costs related to the development or purchase of internal-use software are capitalized. Internal costs that are incurred in the preliminary project stage are expensed as incurred. Direct consulting costs and certain payroll and related costs that are incurred during the development stage of a project are capitalized and depreciated using the straight-line method over a useful life of five years. Capitalized costs are recorded in property and equipment, net, and amortization is recorded in depreciation and amortization in the consolidated financial statements. Amortization begins for software that has been placed into production and is ready for its intended use. Post-implementation costs such as training, maintenance and support are expensed as incurred. The Company evaluates the carrying value of capitalized software for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Commissions Receivable, Net Commissions receivable, net consists of commissions earned on brokerage and financing transactions for which payment has not yet been received. The Company evaluates the need for an allowance for credit losses based on consideration of historical experience, current conditions and forecasts of future economic conditions. The majority of commissions receivable are settled within 10 days after the close of escrow. Advances and Loans, Net Advances and loans, net includes amounts advanced and loans due from the Company’s investment sales and financing professionals. In order to attract and retain highly skilled professionals, from time to time the Company advances funds to its investment sales and financing professionals. The advances are typically in the form of forgivable loans that have terms that are generally between 5 and 10 years. The principal amount of a forgivable loan and accrued interest are forgiven over the term of the loan, so long as the investment sales and financing professionals continue to be a service provider with the Company, and/or upon achieving contractual performance criteria. Amounts forgiven are charged to selling, general and administrative expense over the period forgiven. If the investment sales and financing professional’s relationship with the Company is terminated before the amount advanced is forgiven, the unforgiven amount, and any accrued interest, becomes due and payable. The Company evaluates the need for an allowance for credit losses based on amounts advanced, expected forgiveness, consideration of historical experience, current conditions and forecasts of future economic conditions. Estimated credit losses, net of any reversals, are charged to credit loss expense included in selling, general and administrative expense. Amounts are generally written off when amounts are determined to be no longer collectable. The Company, from time to time, also enters into various agreements, including notes receivable, with certain of its investment sales and financing professionals whereby these individuals receive loans that are to be repaid in the future. The notes receivable, along with stated interest, are typically collected from future commissions or repaid based on the terms stipulated in the respective agreements that are generally between one Cost of Services Cost of services principally consists of variable commissions, compensation-related costs related to the Company’s financing activities, and other costs for the Company’s investment sales and financing professionals related to transactions closed in the period. Commissions are accrued based on revenue from transactions generated by the Company’s investment sales and financing professionals. Investment sales and financing professionals are compensated at commission rates based on individual agreements, and a portion of the commissions due upon the closing of a transaction may be deferred in accordance with their contracts. Some of the Company's most senior investment sales and financing professionals also have the ability to earn additional commissions after meeting certain annual financial thresholds. These additional commissions are recognized as cost of services in the period in which they are earned. Payment of a portion of these additional commissions are generally deferred for a period of one Investments in Marketable Debt Securities, Available-for-Sale The Company maintains a portfolio of investments in a variety of fixed and variable rate debt securities, including U.S. treasuries, U.S. government sponsored entities, corporate debt, asset-backed securities (“ABS”) and other. The Company considers its investments in marketable debt securities to be available-for-sale, and accordingly, are recorded at their fair values. The Company determines the appropriate classification of investments in marketable debt securities at the time of purchase. Interest along with amortization of purchase premiums and accretion of discounts from the purchase date through the estimated maturity date, including consideration of variable maturities and contractual call provisions, are included in other income (expense), net in the consolidated statements of operations. The Company typically invests in highly rated debt securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy requires substantially all investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and matching long-term liabilities. See Note 5 – “Investments in Marketable Debt Securities, Available-for-Sale” for additional information. The Company reviews quarterly its investment portfolio of all securities in an unrealized loss position to determine if an impairment charge or credit reserve is required. The Company excludes accrued interest from both the fair value and the amortized cost basis of marketable debt securities, available-for-sale, for the purposes of identifying and measuring an impairment. An investment is impaired if the fair value is less than its amortized cost basis. Impairment relating to credit losses is recorded through a reduction in the amortized cost of the security or an allowance for credit losses and credit loss expense (included in selling, general and administrative expense), limited by the amount that the fair value is less than the amortized cost basis. Impairment that has not been recorded as a credit loss is recorded through other comprehensive income (loss), net of applicable taxes. The Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables. The Company evaluates write-off of accrued interest receivable at the time credit loss exists for the underlying security. Determining whether a credit loss exists requires a high degree of judgment and the Company considers both qualitative and quantitative factors in making its determination. The Company evaluates its intent to sell, or whether the Company will more likely than not be required to sell, the security before recovery of its amortized cost basis. For all securities in an unrealized loss position, the Company evaluates, among other items, the extent and length of time the fair market value of a security is less than its amortized cost, time to maturity, duration, seniority, the financial condition of the issuer including credit ratings, any changes thereto and relative default rates, leverage ratios, availability of liquidity to make principal and interest payments, performance indicators of the underlying assets, analyst reports and recommendations, and changes in base and market interest rates. If the qualitative and quantitative analysis is sufficient to conclude that an impairment related to credit losses does not exist, the Company typically does not perform further quantitative analysis to estimate the present value of cash flows expected to be collected from the debt security. Estimates of expected future cash flows are the Company’s best estimate based on past events, current conditions and reasonable and supportable economic forecasts. Assets Held in Rabbi Trust The Company maintains a non-qualified deferred compensation program for certain employees. Deferred amounts are invested in variable whole life insurance policies owned by the Company supporting the deferred obligation and are held in a rabbi trust. Participants elect to invest in various hypothetical equity and debt securities offered within the plan on a notional basis. The net change in the carrying value of the underlying assets held in the rabbi trust is recorded in other income (expense), net. The change in the deferred compensation liability as a result of the change in the notional value of the participants accounts is recorded as a component of selling, general and administrative expense in the consolidated statements of operations. Fair Value Measurements U.S. GAAP defines the fair value of a financial instrument as the amount that would be received from the sale of an asset in an orderly transaction between market participants at the measurement date. The Company is responsible for the determination of fair value and the supporting methodologies and assumptions. The Company uses various pricing sources and third parties to provide and validate the values utilized. The degree of judgment used in measuring the fair value of financial instruments is generally inversely correlated with the level of observable valuation inputs. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Financial instruments for which no quoted prices are available have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. Assets recorded at fair value are measured and classified in accordance with a fair value hierarchy consisting of the three “levels” based on the observability of inputs available in the marketplace used to measure the fair values as discussed below: • Level 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: Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Recurring Fair Value Measurements The Company values its investments including commercial paper and floating NAV money market funds recorded in cash, cash equivalents, and restricted cash, investments in marketable debt securities, available-for-sale, assets held in the rabbi trust, deferred compensation liability and contingent and deferred consideration at fair value on a recurring basis. Fair values for investments included in cash, cash equivalents, and restricted cash and marketable debt securities, available-for-sale, were determined for each individual security in the investment portfolio and all these securities are Level 1 or 2 measurements as appropriate. Fair values for assets held in the rabbi trust and related deferred compensation liability were determined based on the cash surrender value of the Company owned variable life insurance policies and underlying investments in the trust, and are Level 2 and Level 1 measurements, respectively. Contingent consideration in connection with acquisitions, is carried at fair value and determined on a contract-by-contract basis, calculated using unobservable inputs based on a probability of achieving EBITDA and other performance requirements (refer to Note 9 – “Fair Value Measurements”), and is a Level 3 measurement. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time, and is a Level 2 measurement. Nonrecurring Fair Value Measurements In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of mortgage servicing rights (“MSRs”), intangibles, goodwill and other assets for indications of impairment at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required. Assets and Liabilities not Measured at Fair Value The Company’s commissions receivable, amounts due from employees and investment sales and financing professionals (included in the other assets, current and other assets, non-current captions), accounts payable and other liabilities and commissions payable (included in deferred compensation and commissions, current and deferred compensation and commissions, non-current captions) are carried at cost, which approximates fair value based on their immediate or short-term maturities and terms which approximate current market rates. The Company’s obligations under stock appreciation rights (“SARs”) liability (included in the deferred compensation and commissions, current and deferred compensation and commissions, non-current captions) bear interest at a variable rate based on U.S. Treasuries, and the Company has determined that the carrying value approximates their fair value. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. The Company uses the straight-line method for depreciation and amortization. Depreciation and amortization is recorded over estimated useful lives ranging from three The Company evaluates its fixed assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Other Assets Other assets consist primarily of securities, held-to-maturity, MSRs, security deposits made in connection with operating leases, customer trust accounts, employee notes receivable and other assets and receivables. In connection with a brokerage transaction, the Company may need to, or be required to, hold cash in escrow for a transaction participant. These amounts are deposited into separate customer trust accounts controlled by the Company. The amounts are included in current other assets, net, with a corresponding liability included in accounts payable and other liabilities, both in the consolidated balance sheets. MSRs were recorded at fair value upon acquisition of a servicing contract. As of December 31, 2022, the Company no longer owns any MSRs. The Company has elected the amortization method for the subsequent measurement of MSRs. MSRs were carried at the lower of amortized cost or fair value. All MSRs are amortized using the interest method over the period that servicing income is expected to be received. MSRs are included in other assets non-current in the accompanying consolidated balance sheets. See Note 7 – “Selected Balance Sheet Data” for additional information. Amortization related to the MSRs is included in depreciation and amortization expense in the accompanying consolidated statements of operations. The Company measured MSRs at fair value on a nonrecurring basis. MSRs are a Level 3 measurement. The Company’s MSRs did not trade in an active, open market with readily observable prices. The estimated fair value of the Company’s MSRs were developed using a discounted cash flow model that calculates the present value of estimated future net servicing income. The model considers contractual provisions and assumptions of market participants including specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. The Company periodically reassessed and adjusted, when necessary, the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing an MSR asset. In connection with MSR activities, the Company held funds in escrow for the benefit of the lenders. These funds and the offsetting obligations are not presented in the Company’s consolidated financial statements as they do not represent assets and liabilities of the Company. In June 2022, the Company discontinued its servicing activities and signed an agreement to sell the remaining servicing rights. The sale closed in the third quarter of 2022. See Note 7 – “Selected Balance Sheet Data” for additional information. Leases The Company utilizes operating leases for all its facilities and autos. The Company determines if an arrangement is a lease at inception. Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-of-use assets, and operating lease liabilities, current and non-current captions in the consolidated balance sheets. Right-of-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all of which add complexity and impact the determination of the lease term and lease payments to be used in calculating the lease liability. Certain facility leases provide for rental escalations related to increases in the lessors’ direct operating expenses. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate the Company uses an estimated incremental borrowing rate based on borrowing options under its credit agreement and applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. The Company typically leases general purpose built-out office space, which reverts to the lessor upon termination of the lease. Any payments for completed improvements, determined to be owed by the lessor, net of incentives received, are recorded as an increase to the ROU asset and considered in the determination of the lease cost. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. Lease cost is recognized on a straight-line basis over the lease term. Variable lease payments consist of common area costs, insurance, taxes, utilities, parking and other lease related costs, which are determined principally based on billings from landlords. Sub-lease income is recorded as a component of selling general and administrative expense in the consolidated statements of operations. Litigation The Company is subject to various legal proceedings and claims 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 proceedings cannot be determined, the Company uses judgment in the evaluation of claims and the need for accrual for loss contingencies quarterly. The Company records an accrual for litigation related losses where the likelihood of loss is both probable and estimable. The Company accrues legal fees for litigation as the legal services are provided. Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included in selling, general and administrative expense in the accompanying consolidated statements of operations. Advertising costs for the years ended December 31, 2022, 2021, and 2020 were $1,653,000, $830,000, and $586,000 respectively. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to (i) differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and (ii) operating losses and tax credit carryforwards. The Company measures existing deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to have temporary differences realized or settled. The Company recognizes in the provision for income taxes, the effect on deferred tax assets and liabilities of a change in tax rates in the period that includes the enactment date. The Company periodically evaluates deferred tax assets to assess whether it is likely that the deferred tax assets will be realized. In determining whether a valuation allowance is required, the Company considers the timing of deferred tax reversals, current year taxable income and historical performance. Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. Because of the nature of the Company’s business, which includes activity in the U.S. and Canada, incorporating numerous states and provinces as well as local jurisdictions, the Company’s tax position can be complex. As such, the Company’s effective tax rate is subject to changes as a result of fluctuations in the mix of its activity in the various jurisdictions in which the Company operates including changes in tax rates, state apportionment, tax related interest and penalties, valuation allowances and other permanent items. Calculating some of the amounts involves a high degree of judgment. The Company evaluates its tax positions quarterly. The threshold for recognizing the benefits of tax return positions in the financial statements is “more likely than not” to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be realized. The Company assesses its inventory of tax positions with respect to all applicable income tax issues for all open tax years (in each respective jurisdiction) and determines whether uncertain tax positions are required to be recognized in the Company’s consolidated financial statements. The Company recognizes interest and penalties incurred as income tax expense. Stock-Based Compensation The Company measures and records compensation expense for all stock-based awards made to employees, independent contractors and non-employee directors. Awards are issued under the Amended and Restated 2013 Omnibus Equity Incentive Plan (“2013 Plan”) and 2013 Employee Stock Purchase Plan (“ESPP”). For awards made to the Company’s employees, directors and independent contractors, the Company initially values restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) based on the grant date closing price of the Company’s common stock. For awards with periodic vesting, the Company recognizes the related expense on a straight- line basis over the requisite service period for the entire award, subject to periodic adjustments to ensure that the cumulative amount of expense recognized through the end of any reporting period is at least equal to the portion of the grant date value of the award that has vested through that date. The Company accounts for forfeitures as they occur. For shares issued under the ESPP, the Company determined that the plan was a compensatory plan and is required to expense the fair value of the awards over each six-month offering period. The Company estimates the fair value of these awards using the Black-Scholes option pricing model. The Company calculates the expected volatility based on the historical volatility of the Company’s common stock, 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 Company includes a dividend yield based on the recurring semi-annual dividend. The Company accounts for forfeitures as they occur. Earnings per Share Basic weighted average shares outstanding includes vested, but unissued, deferred stock units (“DSUs”). The difference between basic and diluted weighted average shares outstanding represents the dilutive impact of common stock equivalents consisting of shares to be issued under the 2013 Plan and ESPP, and contingently issuable shares in connection with stock settled consideration for acquired businesses. Foreign Currency Translation The Company prepares the financial statements of its Canadian subsidiary using the local currency as the functional currency. The assets and liabilities of the Company’s Canadian subsidiary are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholder’s equity through other comprehensive income (loss) in the consolidated statements of comprehensive income. Income and expenses are translated at the average monthly rates of exchange. The Company includes gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of operations. The effect of foreign currency translation on cash, cash equivalents, and restricted cash is reflected in cash flows from operating activities on the consolidated statements of cash flows, and is not material for any period presented. Taxes Collected from Clients and Remitted to Governmental Authorities The Company accounts for tax assessed by any governmental authority that is based on revenue or transaction value (e.g. sales, use and value added taxes) on a net basis, and, accordingly, such amounts are not included in revenue. Collected amounts are recorded as a current liability until paid. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, and restricted cash, investments in marketable debt securities, available-for-sale, security deposits (included under other assets, non-current) and commissions receivable, net. Cash, cash equivalents, and restricted cash are placed with high-credit quality financial institutions and invested in high-credit quality money market funds and commercial paper. Concentrations and ratings of marketable debt securities, available-for-sale are limited by the approved |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 3. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Computer software and hardware equipment $ 42,617 $ 33,819 Furniture, fixtures and equipment 26,453 24,511 Less: accumulated depreciation and amortization (41,426) (35,138) $ 27,644 $ 23,192 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | 4. Operating Leases The Company has operating leases for all of its facilities and autos. The operating lease cost, included in selling, general and administrative expense in the consolidated statements of operations, consisted of the following (in thousands): Years Ended 2022 2021 Operating lease cost: Lease cost $ 26,038 $ 26,209 Variable lease cost (1) 5,586 5,371 Sublease income (2) (896) (492) $ 30,728 $ 31,088 (1) Primarily relates to common area maintenance, property taxes, insurance, utilities and parking. (2) The Company changed its policy for recording sub-lease income from recording it as a component of other income, net, to a component of selling general and administrative expense to better align sublease income with the operating costs related to leasing. Amounts related to the current and prior years were not material. Maturities of lease liabilities by year consisted of the following (in thousands): December 31, 2023 $ 19,663 2024 19,791 2025 17,220 2026 13,446 2027 8,640 Thereafter 11,974 Total future minimum lease payments 90,734 Less imputed interest (8,641) Present value of operating lease liabilities $ 82,093 Other information related to the operating leases consisted of the following: December 31, 2022 2021 Weighted average remaining operating lease term 4.97 years 4.57 years Weighted average discount rate 3.9 % 2.9 % |
Investments in Marketable Debt
Investments in Marketable Debt Securities, Available-for-Sale | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Debt Securities, Available-for-Sale | 5. Investments in Marketable Debt Securities, Available-for-Sale Amortized cost, allowance for credit losses, gross unrealized gains/losses in accumulated other comprehensive income/loss and fair value of marketable debt securities, available-for-sale, by type of security consisted of the following (in thousands): December 31, 2022 Amortized Allowance Gross Gross Fair Short-term investments: U.S. treasuries $ 135,688 $ — $ 14 $ (1,153) $ 134,549 Corporate debt 118,135 — 1 (95) 118,041 Asset-backed securities (“ABS”) and other 859 — — (15) 844 $ 254,682 $ — $ 15 $ (1,263) $ 253,434 Long-term investments: U.S. treasuries $ 21,434 $ — $ — $ (719) $ 20,715 U.S. government sponsored entities 602 — — (66) 536 Corporate debt 44,214 — 21 (2,877) 41,358 ABS and other 6,569 — — (583) 5,986 $ 72,819 $ — $ 21 $ (4,245) $ 68,595 December 31, 2021 Amortized Allowance Gross Gross Fair Short-term investments: U.S. treasuries $ 35,767 $ — $ — $ (34) $ 35,733 Corporate debt 148,148 — 22 (35) 148,135 $ 183,915 $ — $ 22 $ (69) $ 183,868 Long-term investments: U.S. treasuries $ 70,902 $ — $ 128 $ (263) $ 70,767 U.S. government sponsored entities 726 — 22 (3) 745 Corporate debt 33,197 — 962 (146) 34,013 ABS and other 7,033 — 82 (30) 7,085 $ 111,858 $ — $ 1,194 $ (442) $ 112,610 The Company’s investments in marketable debt securities, available-for-sale, that have been in a continuous unrealized loss position, for which an allowance for credit losses has not been recorded, by type of security consisted of the following (in thousands): December 31, 2022 Less than 12 months 12 months or greater Total Fair Gross Fair Gross Fair Gross U.S. treasuries $ 73,055 $ (1,232) $ 66,144 $ (640) $ 139,199 $ (1,872) U.S. government sponsored entities 447 (46) 87 (20) 534 (66) Corporate debt 130,816 (1,909) 10,681 (1,063) 141,497 (2,972) ABS and other 4,710 (314) 2,091 (284) 6,801 (598) $ 209,028 $ (3,501) $ 79,003 $ (2,007) $ 288,031 $ (5,508) December 31, 2021 Less than 12 months 12 months or greater Total Fair Gross Fair Gross Fair Gross U.S. treasuries $ 103,019 $ (297) $ — $ — $ 103,019 $ (297) U.S. government sponsored entities 115 (3) — — $ 115 $ (3) Corporate debt 115,908 (173) 146 (8) 116,054 (181) ABS and other 2,915 (30) — — 2,915 (30) $ 221,957 $ (503) $ 146 $ (8) $ 222,103 $ (511) Gross realized gains and losses from the sales of the Company’s marketable debt securities, available-for-sale, consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Gross realized gains (1) $ 113 $ 221 $ 241 Gross realized losses (1) $ (27) $ (2) $ (49) (1) Recorded in other income, net in the consolidated statements of operations. The cost basis of securities sold were determined based on the specific identification method. The Company invests its excess cash in a diversified portfolio of fixed and variable rate debt securities to meet current and future cash flow needs. All investments are made in accordance with the Company’s approved investment policy. As of December 31, 2022, the portfolio had an average credit rating of AA+ and weighted term to contractual maturity of 1.16 years, with 224 securities in the portfolio with an unrealized loss aggregating $5.5 million, or 1.68% of amortized cost, and a weighted average credit rating of AA+. As of December 31, 2022, the Company performed an impairment analysis and determined an allowance for credit losses was not required. The Company determined that it did not have an intent to sell and it was not more likely than not that the Company would be required to sell any security based on its current liquidity position, or to maintain compliance with its investment policy, specifically as it relates to minimum credit ratings. The Company evaluated the securities with an unrealized loss considering severity of loss, credit ratings, specific credit events during the period since acquisition, overall likelihood of default, market sector, potential impact from the current economic environment and a review of an issuer’s and securities’ liquidity and financial strength, as needed. The Company concluded that it would receive all scheduled interest and principal payments. The Company, therefore, determined qualitatively that the unrealized loss was related to changes in interest rates and other market factors and therefore no allowance for credit losses was required. Amortized cost and fair value of marketable debt securities, available-for-sale, by contractual maturity consisted of the following (in thousands, except weighted average data): December 31, 2022 December 31, 2021 Amortized Fair Value Amortized Fair Value Due in one year or less $ 254,683 $ 253,434 $ 183,915 $ 183,868 Due after one year through five years 56,507 54,169 96,035 96,257 Due after five years through ten years 13,435 11,850 11,129 11,601 Due after ten years 2,876 2,576 4,694 4,752 $ 327,501 $ 322,029 $ 295,773 $ 296,478 Weighted average contractual maturity 1.1 years 1.5 years |
Acquisitions, Goodwill and Othe
Acquisitions, Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, Goodwill and Other Intangible Assets | 6. Acquisitions, Goodwill and Other Intangible Assets The goodwill recorded as part of the acquisitions primarily arose from the acquired assembled workforce and brokerage and financing sales platforms. The Company expects all of the goodwill to be tax deductible, with the tax-deductible amount of goodwill related to the contingent and deferred consideration to be determined once the cash payments are made to settle any contingent and deferred consideration. The goodwill resulting from acquisitions is allocated to the Company’s one reporting unit. Goodwill and intangible assets, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Book Gross Accumulated Net Book Goodwill and intangible assets: Goodwill $ 37,914 $ — $ 37,914 $ 34,071 $ — $ 34,071 Intangible assets (1)(2) 32,287 (14,505) 17,782 23,974 (9,940) 14,034 $ 70,201 $ (14,505) $ 55,696 $ 58,045 $ (9,940) $ 48,105 (1) Total weighted average amortization period was 4.54 years and 5.53 years as of December 31, 2022 and 2021, respectively. (2) Amortization expense for the intangible assets was $4.7 million and $3.8 million for the years ended December 31, 2022 and 2021, respectively. The changes in the carrying amount of goodwill consisted of the following (in thousands): Years Ended 2022 2021 Beginning balance $ 34,071 $ 33,375 Additions from acquisitions (1) 3,843 696 Ending balance $ 37,914 $ 34,071 (1) The 2021 addition represents a measurement period adjustment for an acquisition made in 2020. Estimated amortization expense for intangible assets by year for the next five years and thereafter consisted of the following (in thousands): Year Ended 2023 $ 4,599 2024 4,089 2025 3,871 2026 2,156 2027 1,736 Thereafter 1,331 $ 17,782 The Company concluded there was no impairment of goodwill or intangible assets during the years ended December 31, 2022 and 2021. |
Selected Balance Sheet Data
Selected Balance Sheet Data | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Data | 7. Selected Balance Sheet Data Allowances on Advances and Loans Allowance for credit losses for advances and loans consisted of the following (in thousands): Advances and Commissions Total Beginning balance as of January 1, 2022 $ 789 $ 5 $ 794 Credit loss expense (recovery) (48) (4) (52) Write-off 50 — 50 Ending balance as of December 31, 2022 $ 791 $ 1 $ 792 Advances and Loans Commissions Total Beginning balance as of January 1, 2021 $ 563 $ 94 $ 657 Credit loss expense (recovery) 255 (89) 166 Write-off (recovery) (29) — (29) Ending balance as of December 31, 2021 $ 789 $ 5 $ 794 Other Assets Other assets consisted of the following (in thousands): Current Non-Current 2022 2021 2022 2021 MSRs, net of amortization $ — $ — $ — $ 1,855 Security deposits — — 1,625 1,395 Employee notes receivable 6 40 — — Securities, held-to-maturity (1) — — 9,500 9,500 Loan performance fee receivable 766 — 4,261 — Prepaid lease costs, trusts and other 6,510 5,230 473 396 $ 7,282 $ 5,270 $ 15,859 $ 13,146 (1) Securities, held-to-maturity, are expected to mature on September 1, 2024 and accrue interest based on the 1-year treasury rate. MSRs The net change in the carrying value of MSRs consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 1,855 $ 1,897 Additions — 483 Amortization (1,275) (525) Reclassification to assets held for sale (280) — Loss on sale (300) — Ending balance $ — $ 1,855 In the six months ended June 30, 2022, the Company received cancellation notices on certain servicing contracts. Amortization of those contracts was adjusted to reflect the cancellations. In June 2022, the Company discontinued its servicing activities and signed an agreement to sell the remaining servicing rights. The Company recorded a loss on the sale of the remaining rights in the second quarter of 2022 and had reclassified the remaining carrying value of the MSRs to assets held for sale. The loss on sale was recorded within selling, general and administrative expenses within the consolidated statements of operations. The sale closed in the third quarter of 2022. The portfolio of loans serviced by the Company aggregated $1.7 billion for the period ended December 31, 2021. Deferred Compensation and Commissions Deferred compensation and commissions consisted of the following (in thousands): Current Non-Current 2022 2021 2022 2021 SARs liability (1) $ 2,323 $ 2,241 $ 13,137 $ 14,918 Commissions payable to investment sales and financing professionals 72,247 110,769 45,156 31,697 Deferred compensation liability (1) 493 1,080 6,168 6,921 Other 258 595 — — $ 75,321 $ 114,685 $ 64,461 $ 53,536 (1) The SARs and deferred compensation liability become subject to payout at the time a participant ceases providing services to the Company. As a result of the retirement of certain participants, estimated amounts to be paid to the participants within the next twelve months have been classified as current. SARs Liability Prior to the IPO, certain employees of the Company were granted SARs under a stock-based compensation program assumed by MMC. In connection with the IPO, the SARs agreements were revised, the MMC liability of $20.0 million for the SARs was frozen as of March 31, 2013 and was transferred to MMI through a capital distribution. The SARs liability will be settled with each participant in ten annual installments in January of each year upon retirement or termination from service, or in full upon consummation of a change in control of the Company. Under the revised agreements, MMI is required to accrue interest on the outstanding balance beginning on January 1, 2014 at a rate based on the 10-year treasury note, plus 2%. The rate resets annually. The rates at January 1, 2022, 2021, and 2020 were 3.63%, 2.93% and 3.92%, respectively. MMI recorded interest expense related to this liability of $542,000, $488,000 and $710,000 for the years ended December 31, 2022, 2021, and 2020, respectively. Estimated payouts within the next twelve months for participants that have separated from service have been classified as current. During each of the years ended December 31, 2022 and 2021, the Company made payments of $2.2 million, consisting of principal and accumulated interest. Commissions Payable Certain investment sales professionals have the ability to earn additional commissions after meeting certain annual revenue thresholds. These commissions are recognized as cost of services in the period in which they are earned as they relate to specific transactions closed. The Company has the ability to defer payment of certain commissions, at its election, for up to three years. Commissions payable that are not expected to be paid within twelve months are classified as long-term. Deferred Compensation Liability A select group of management is eligible to participate in the Marcus & Millichap Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is a non-qualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code and permits participants to defer compensation up to the limits set forth in the Deferred Compensation Plan. Amounts are paid out generally when the participant is no longer a service provider; however, an in-service payout election is available to participants. Participants may elect to receive payouts as a lump sum or quarterly over a two time a portion of the trust assets by an amount by which the fair market value of the trust assets exceeds 110% of the aggregate deferred compensation liability represented by the participants’ accounts. Estimated payouts within the next twelve months for participants that have separated from service or elected in service payout have been classified as current. During the years ended December 31, 2022 and 2021, the Company made total payments to participants of $1.1 million and $1.5 million, respectively. The assets held in the rabbi trust are carried at the cash surrender value of the variable life insurance policies, which represents its fair value. The net change in the carrying value of the assets held in the rabbi trust and the net change in the carrying value of the deferred compensation liability, each exclusive of additional contributions, distributions and trust expenses consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 (Decrease) increase in the carrying value of the assets held in the rabbi trust (1) $ (1,743) $ 1,445 $ 1,042 Decrease (increase) in the net carrying value of the deferred compensation obligation (2) $ 1,743 $ (1,104) $ (799) (1) Recorded in other income (expense), net in the consolidated statements of operations. (2) Recorded in selling, general and administrative expense in the consolidated statements of operations. Other Liabilities Other liabilities consisted of the following (in thousands): Current Non-Current 2022 2021 2022 2021 Deferred consideration $ 3,633 $ 5,112 $ 1,486 $ 4,689 Contingent consideration 1,726 2,681 5,341 6,631 Dividends payable 612 — 1,603 — Stock repurchase payable 565 — — — Other 3,397 991 184 74 $ 9,933 $ 8,784 $ 8,614 $ 11,394 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 8. Related-Party Transactions Shared and Transition Services Certain services are provided to the Company under a Transition Services Agreement (“TSA”) between MMC and the Company. The TSA is intended to provide certain services until the Company acquires these services separately. Under the TSA, the Company incurred net costs (charge-back) during the years ended December 31, 2022, 2021, and 2020 of $(64,000), $(12,000) and $68,000, respectively. These amounts are included in selling, general and administrative expense in the accompanying consolidated statements of operations. Brokerage and Financing Services with the Subsidiaries of MMC MMC has wholly or majority owned subsidiaries that buy and sell commercial real estate properties. The Company performs certain brokerage and financing services related to transactions of the subsidiaries of MMC. For the years ended December 31, 2022, 2021, and 2020, the Company earned real estate brokerage commissions and financing fees of $3.6 million, $2.4 million, and $2.9 million, respectively, from transactions with subsidiaries of MMC related to these services. The Company incurred cost of services of $2.4 million, $1.4 million, and $1.7 million, respectively, related to these revenue. Operating Lease with MMC The Company has an operating lease with MMC for a single-story office building located in Palo Alto, California, which expires in May 2032. The related operating lease cost was $1.3 million for each of the years ended December 31, 2022, 2021, and 2020, respectively. Operating lease cost is included in selling, general and administrative expense in the accompanying consolidated statements of operations. See Note 4 – “Operating Leases” for additional information. Accounts Payable and Other Liabilities with MMC As of December 31, 2022 and 2021, accounts payable and accrued expenses with MMC aggregating $79,000 and $93,000, respectively, remain unpaid and are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Other The Company makes advances to non-executive employees from time-to-time. At December 31, 2022 and 2021, the aggregate principal amount for employee notes receivable was $4,000 and $40,000, respectively, which is included in other assets (current and non-current) in the accompanying consolidated balance sheets. See Note 7 – “Selected Balance Sheet Data” for additional information. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements Recurring Fair Value Measurements Assets and liabilities carried at fair value on a recurring basis consisted of the following (in thousands): December 31, 2022 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Assets: Assets held in rabbi trust $ 9,553 $ — $ 9,553 $ — $ 11,508 $ — $ 11,508 $ — Cash equivalents (1) : Commercial paper $ 41,324 $ — $ 41,324 $ — $ 8,948 $ — $ 8,948 $ — Money market funds 139,025 139,025 — — 210,985 210,985 — — $ 180,349 $ 139,025 $ 41,324 $ — $ 219,933 $ 210,985 $ 8,948 $ — Marketable debt securities, available-for-sale: Short-term investments: U.S. treasuries $ 134,549 $ 134,549 $ — $ — $ 35,733 $ 35,733 $ — $ — Corporate debt 118,041 — 118,041 — 148,135 — 148,135 — ABS and other 844 — 844 — — — — — $ 253,434 $ 134,549 $ 118,885 $ — $ 183,868 $ 35,733 $ 148,135 $ — Long-term investments: U.S. treasuries $ 20,715 $ 20,715 $ — $ — $ 70,767 $ 70,767 $ — $ — U.S. government sponsored entities 536 — 536 — 745 — 745 — Corporate debt 41,358 — 41,358 — 34,013 — 34,013 — ABS and other 5,986 — 5,986 — 7,085 — 7,085 — $ 68,595 $ 20,715 $ 47,880 $ — $ 112,610 $ 70,767 $ 41,843 $ — Liabilities: Contingent consideration $ 7,067 $ — $ — $ 7,067 $ 9,312 $ — $ — $ 9,312 Deferred consideration $ 5,119 $ — $ 5,119 $ — $ 9,801 $ — $ 9,801 $ — Deferred compensation liability $ 6,661 $ 6,661 $ — $ — $ 8,001 $ 8,001 $ — $ — (1) Included in cash, cash equivalents, and restricted cash on the accompanying consolidated balance sheets. There were no transfers in or out of Level 3 during the year ended December 31, 2022. During the year ended December 31, 2022, the Company considered the probability of achieving EBITDA and other performance targets and current and future interest rates in its determination of fair value for the contingent consideration. The Company is uncertain as to the extent of the volatility in the unobservable inputs in the foreseeable future. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time. As of December 31, 2022 and 2021, contingent and deferred consideration had a maximum undiscounted payment to be settled in cash or stock of $21.3 million and $28.6 million, respectively. Assuming the achievement of the applicable performance criteria and/or service and time requirements, the Company anticipates these payments will be made over the next one A reconciliation of contingent consideration measured at fair value on a recurring basis consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 9,312 $ 5,572 Contingent consideration in connection with acquisitions (1) — (100) Change in fair value of contingent consideration (161) 4,659 Payments of contingent consideration (2,084) (819) Ending balance $ 7,067 $ 9,312 (1) Contingent consideration in connection with acquisitions represents a noncash investing activity. The amount recorded during the year ended December 31, 2021 relates to a measurement period adjustment. See Note 6 – “Acquisitions, Goodwill and Other Intangible Assets” for additional information. Quantitative information about the valuation technique and significant unobservable inputs used in the valuation of the Company’s Level 3 financial liabilities measured at fair value on a recurring basis consisted of the following (dollars in thousands): Fair Value at Valuation Technique Unobservable inputs Range (Weighted Average) (1) Contingent consideration $ 7,067 Discounted cash flow Expected life of cash flows 0.4-4.83 years (2.7 years) Discount rate 6.0%-7.0% (6.5 %) Probability of achievement 0.0%-100.0% (95.4 %) Fair Value at Valuation Technique Unobservable inputs Range (Weighted Average) (1) Contingent consideration $ 9,312 Discounted cash flow Expected life of cash flows 1.4-5.8 years (3.4 years) Discount rate 2.2%-3.5% (2.9 %) Probability of achievement 29.0%-100.0% (95.2 %) (1) Unobservable inputs were weighted by the relative fair value of the instruments. Nonrecurring Fair Value Measurements In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of MSRs, intangibles, goodwill and other assets for indications of impairment at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required. MSRs were initially recorded at fair value and subsequently carried at the lower of amortized cost or fair value. The Company periodically reassessed and adjusted, when necessary, the underlying inputs and assumptions used to reflect observable market conditions and assumptions that a market participant would consider in valuing an MSR asset. Management used assumptions in the determination of fair value for MSRs after considering default, severity, prepayment and discount rates related to the specific types and underlying collateral of the various serviced loans, interest rates, and refinance rates. In June 2022, the Company discontinued its servicing activities and signed an agreement to sell the remaining servicing rights. The sale closed in the third quarter of 2022. The fair value of the MSRs approximated the carrying value at December 31, 2021 after consideration of the revisions to the various assumptions. See Note 7 – “Selected Balance Sheet Data – Other Assets – MSRs” for additional information. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Common Stock As of December 31, 2022 and 2021, there were 39,255,838 and 39,692,373 shares of common stock, $0.0001 par value, issued and outstanding, which include unvested RSAs issued to non-employee directors, respectively. See Note 14 – “Earnings per Share” for additional information. On February 16, 2022, the Board of Directors declared a semi-annual regular dividend of $0.25 per share and a special dividend of $1.00 per share, and on August 2, 2022, the Board of Directors declared a semi-annual regular dividend of $0.25 per share. As a result, the Company paid $60.4 million in dividends to outstanding shareholders during the twelve months ended December 31, 2022. As of December 31, 2022, $2.2 million remains to be paid upon vesting of stock awards. This payable of $2.2 million is recorded in other liabilities, current and other liabilities, non-current in the consolidated balance sheets. See Note 7 – “Selected Balance Sheet Data.” Preferred Stock The Company has 25,000,000 authorized shares of preferred stock with a par value $0.0001 per share. At December 31, 2022 and 2021, there were no preferred shares issued or outstanding. Accumulated Other Comprehensive Income (Loss) Amounts reclassified from accumulated other comprehensive income (loss) are included as a component of other income (expense), net or selling, general and administrative expense, as applicable, in the consolidated statements of operations. The reclassifications were determined on a specific identification basis. The Company has not provided for U.S. taxes on unremitted earnings of its foreign subsidiary as it is operating at a loss and has no earnings and profits to remit. As a result, deferred taxes were not provided related to the cumulative foreign currency translation adjustments. Repurchases of Common Stock On August 2, 2022, the Company's Board of Directors authorized a common stock repurchase program of up to $70 million. During the year ended December 31, 2022, the Company repurchased and retired 864,271 shares of common stock for $29.6 million, at an average cost of $34.27 per share, of which $0.6 million was for shares repurchased but not settled. As of December 31, 2022, $40.4 million remained available under the stock repurchase program. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | 11. Stock-Based Compensation Plans 2013 Omnibus Equity Incentive Plan The Company’s Board of Directors adopted the 2013 Plan, which became effective upon the Company’s IPO. In February 2017, the Board of Directors amended and restated the 2013 Plan, which was approved by the Company’s stockholders in May 2017. Grants are made from time to time by the compensation committee of the Company’s Board of Directors at its discretion, subject to certain restrictions as to the number and value of shares that may be granted to any individual. In addition, non-employee directors receive annual grants under a director compensation policy. At December 31, 2022, there were 3,806,730 shares available for future grants under the 2013 Plan. Awards Granted and Settled Under the 2013 Plan, the Company has issued RSAs to non-employee directors and RSUs to employees and independent contractors. RSAs vest over a one-year period from the date of grant subject to service requirements. RSUs generally vest in equal annual installments over a five-year period from the date of grant or earlier as approved by the compensation committee of the Company’s Board of Directors. Any unvested awards are canceled upon termination as a service provider. As of December 31, 2022, there were no issued or outstanding options, SARs, performance units or performance share awards under the 2013 Plan. During the year ended December 31, 2022, 292,953 shares of RSUs and 13,323 of previously issued RSAs vested. 86,049 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the shares on the vesting date. The shares withheld for taxes were returned to the share reserve and are available for future issuance in accordance with provisions of the 2013 Plan. Unvested RSUs will be settled through the issuance of new shares of common stock. Outstanding Awards Activity under the 2013 Plan consisted of the following (dollars in thousands, except weighted average per share data): Total Weighted- Nonvested shares at December 31, 2019 ⁽¹⁾ 800,075 $ 33.91 Granted 434,705 $ 32.80 Vested (284,503) $ 32.74 Forfeited/canceled (31,898) $ 34.49 Nonvested shares at December 31, 2020 ⁽¹⁾ 918,379 $ 33.73 Granted 381,215 $ 39.03 Vested (277,253) $ 31.89 Forfeited/canceled (41,405) $ 33.47 Nonvested shares at December 31, 2021 ⁽¹⁾ 980,936 $ 36.32 Granted 1,094,507 $ 45.41 Vested (306,276) $ 35.49 Forfeited/canceled (27,706) $ 39.11 Nonvested shares at December 31, 2022 ⁽¹⁾ 1,741,461 $ 42.14 As of December 31, 2022, the Company had unrecognized stock-based compensation relating to RSUs and RSAs of approximately $60.2 million, which is expected to be recognized over a weighted-average period of 3.77 years. The aggregate fair value of RSUs and RSAs that vested were $13.4 million, $10.2 million, and $8.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. The fair value of fully vested DSUs that settled was $13.4 million, $2.4 million and $0 million for the years ended December 31, 2022, 2021, and 2020, respectively. See “SARs and DSUs” section below and Note 14 – “Earnings per Share” for additional information. ESPP In 2013, the Company adopted the ESPP. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and provides for consecutive, non-overlapping 6-month offering periods. The offering periods generally start on the first trading day on or after May 15 and November 15 of each year. Qualifying employees may purchase shares of the Company stock at a 10% discount based on the lower of the market price at the beginning or end of the offering period, subject to Internal Revenue Service limitations. The Company determined that the ESPP was a compensatory plan and is required to expense the fair value of the awards over each 6-month offering period. The ESPP initially had 366,667 shares of common stock reserved, and 136,912 shares of common stock remain available for issuance as of December 31, 2022. The ESPP provides for annual increases in the number of shares available for issuance under the ESPP, equal to the least of (i) 366,667 shares, (ii) 1% of the outstanding shares on such date, or (iii) an amount determined by the compensation committee of the Board of Directors. No annual increases have been made to date. At December 31, 2022, total unrecognized compensation cost related to the ESPP was $83,000 and is expected to be recognized over a weighted average period of 0.37 years. SARs and DSUs Prior to the IPO, certain employees were granted SARs. As of March 31, 2013, the outstanding SARs were frozen at the liability amount, and will be paid out to each participant in installments upon retirement or departure under the terms of the revised SARs agreements. To replace beneficial ownership in the SARs, the difference between the book value liability and the fair value of the awards was granted to plan participants in the form of DSUs, which were fully vested upon receipt and will be settled in actual stock at a rate of 20% per year if the participant remains employed by the Company during that period (otherwise all unsettled shares of stock upon termination from service will be settled five years from the termination date, unless otherwise agreed to by the Company). In the event of death or termination of service after reaching the age of 67, 100% of the DSUs will be settled. During the twelve months ended December 31, 2022, 281,193 DSUs were settled, and 120,341 shares of common stock were withheld to pay applicable required employee statutory withholding taxes based on the market value of the DSUs on the settlement date. As of December 31, 2022, all DSUs were fully vested and settled. Summary of Stock-Based Compensation Components of stock-based compensation are included in selling, general and administrative expense in the consolidated statements of operations and consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 ESPP $ 150 $ 142 $ 168 RSUs and RSAs 17,162 10,219 9,737 $ 17,312 $ 10,361 $ 9,905 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of income from continuing operations before provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 United States $ 143,815 $ 193,147 $ 62,206 Foreign (1,786) 156 (2,842) $ 142,029 $ 193,303 $ 59,364 The provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Federal: Current $ 34,968 $ 48,785 $ 12,437 Deferred (4,973) (9,600) 310 29,995 39,185 12,747 State: Current 8,857 13,903 3,616 Deferred (1,100) (2,243) 163 7,757 11,660 3,779 Foreign: Current — — — Deferred 52 (12) — 52 (12) — $ 37,804 $ 50,833 $ 16,526 Significant components of the Company’s deferred tax assets, net consisted of the following (in thousands): December 31, 2022 2021 Deferred Tax Assets: Accrued expenses and bonuses $ 6,406 $ 6,822 Bad debt and other reserves 9,655 6,989 Deferred compensation 21,018 18,287 Operating lease ROU assets, net 20,798 20,937 Stock-based compensation 7,273 7,031 Net operating and capital loss carryforwards 3,835 3,769 State taxes — 92 Other comprehensive income (loss) 1,676 — Amortizable intangibles and other 2,221 1,577 Deferred tax assets before valuation allowance 72,882 65,504 Valuation allowance (4,935) (4,599) Deferred Tax Assets 67,947 60,905 Deferred Tax Liabilities: Fixed assets (5,715) (6,552) Operating lease liabilities (18,523) (18,697) Prepaid expenses (1,180) (1,513) State taxes (472) — Other comprehensive income (loss) — (195) Goodwill and other (736) (212) Deferred Tax Liabilities (26,626) (27,169) Deferred Tax Assets, Net $ 41,321 $ 33,736 As of December 31, 2022, and 2021, the Company had state and Canadian net operating loss carryforwards of approximately $14.2 million and $14.7 million, respectively, principally all of which will begin to expire in 2035. A valuation allowance is required when it is more-likely-than not that all or a portion of a deferred tax asset will not be realized. Realization of a deferred tax asset is dependent upon taxable income in prior carryback years as appropriate, depending on jurisdiction, estimates of future taxable income, tax planning strategies and reversals of existing taxable temporary differences. The Company determined that as of December 31, 2022 and 2021, $4.9 million and $4.6 million, respectively, of the deferred tax assets related to state and Canadian losses do not satisfy the recognition criteria. The Company has therefore recorded a valuation allowance for this amount. The valuation allowance for deferred tax assets was increased by $337,000, $179,000 and $497,000 during 2022, 2021 and 2020, respectively. The increases are primarily related to the Company’s Canadian operations. The provision for income taxes differs from the amount computed by applying the statutory federal corporate income tax rate to income before provision for income taxes and consisted of the following (dollars in thousands): Years Ended December 31, 2022 2021 2020 Amount Rate Amount Rate Amount Rate Income tax expense at the federal statutory rate $ 29,826 21.0 % $ 40,594 21.0 % $ 12,466 21.0 % State income tax expense, net of federal benefit 6,127 4.3 % 9,210 4.8 % 2,983 5.0 % (Windfall) shortfall tax benefits, net related to stock-based compensation (2,714) (1.9) % (555) (0.3) % 240 0.4 % Change in valuation allowance 337 0.2 % 179 0.1 % 497 0.8 % Permanent and other items (1) 4,228 3.0 % 1,405 0.7 % 340 0.6 % $ 37,804 26.6 % $ 50,833 26.3 % $ 16,526 27.8 % (1) Permanent items relate principally to compensation charges, qualified transportation fringe benefits, reversal of uncertain tax positions and meals and entertainment. A reconciliation of the beginning and ending amounts of unrecognized tax benefits consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Beginning balance $ 304 $ 55 $ 775 Gross increases/ (decreases) as a result of positions taken: Prior periods (304) 1 — Current period — 304 — Expiration of applicable statutes of limitation — (56) (720) Ending balance $ — $ 304 $ 55 Unrecognized tax benefits balance decreased by $304,000 due to the reversal of a prior year uncertain tax position. The Company records interest and penalties related to unrecognized tax benefit in provision of income taxes. As of December 31, 2022 and 2021, the Company has recorded $6,000 in the 2022 and 2021 years related to interest expense in provision of income taxes. During the years ended December 31, 2022 and 2021, penalties of $0 and $0, respectively, were recorded relating to unrecognized tax benefits. The Company is subject to tax in various jurisdictions and, as a matter of ordinary course, the Company may be subject to income tax examinations by the federal, state and foreign taxing authorities for the tax years 2018 to 2022. The |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 13. Retirement Plans The Company has its own defined contribution plan (the “Marcus & Millichap, Inc. 401(k) Plan”) under Section 401(k) of the Internal Revenue Code for all eligible employees who have completed one month of service. The contribution plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Participants may contribute up to 100% of their annual eligible compensation, subject to Internal Revenue Service limitations and ERISA. The Company matches employees’ contributions each pay period, dollar for dollar, up to a maximum of $4,000. Employees become vested in these Company contributions 33% upon one year of service, 66% upon two years of service and 100% upon three years of service. Company matching contributions aggregated $2.0 million, $1.2 million and $1.0 million for the years ended December 31, 2022, 2021, and 2020, respectively, which is included in selling, general and administrative expense in the consolidated statements of operations. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 14. Earnings per Share Basic and diluted earnings per share for the years ended December 31, 2022, 2021, and 2020 consisted of the following (in thousands, except per share data): Years Ended December 31, 2022 2021 2020 Numerator (Basic and Diluted): Net income $ 104,225 $ 142,470 $ 42,838 Change in value for stock settled consideration (37) 27 (3) Adjusted net income $ 104,188 $ 142,497 $ 42,835 Denominator: Basic Weighted Average Common Shares Issued and Outstanding 39,751 39,575 39,318 Deduct: Unvested RSAs (1) (12) (14) (18) Add: Fully vested DSUs (2) 154 327 342 Weighted Average Common Shares Outstanding 39,893 39,888 39,642 Basic earnings per common share $ 2.61 $ 3.57 $ 1.08 Diluted Weighted Average Common Shares Outstanding from above 39,893 39,888 39,642 Add: Dilutive effect of RSUs, RSAs & ESPP 207 206 67 Add: Contingently issuable shares (3) 86 93 26 Weighted Average Common Shares Outstanding 40,186 40,187 39,735 Diluted earnings per common share $ 2.59 $ 3.55 $ 1.08 Antidilutive shares excluded from diluted earnings per common share (4) 1,084 366 684 (1) RSAs were issued and outstanding to the non-employee directors and have a one-year vesting term subject to service requirements. See Note 11 – “Stock-Based Compensation Plans” for additional information. (2) Shares are included in weighted average common shares outstanding as the shares are fully vested but were not yet delivered. See Note 11 – “Stock-Based Compensation Plans” for additional information. (3) Relates to contingently issuable stock settled consideration. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Credit Agreement On June 18, 2014, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association (the “Credit Agreement”). On May 31, 2022, the Company executed an amended and restated Credit Agreement (the “First Amended and Restated Credit Agreement”) to extend the maturity date of the Credit Agreement on substantially the same terms and conditions as the original credit facility. The First Amended and Restated Credit Agreement provided for a $60.0 million principal amount senior secured revolving credit facility that was guaranteed by all of the Company’s domestic subsidiaries (the “Credit Facility”), which was scheduled to mature on August 1, 2022. On July 28, 2022, the Company entered into the Second Amended and Restated Credit Agreement, which provides for a three-year extension of its Credit Facility with Wells Fargo Bank, National Association on principally the same terms and conditions as the extension signed in May 2022. The new agreement matures on June 1, 2025. 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. Borrowings under the Credit Agreement are available for general corporate purposes and working capital. The Credit Facility includes a $10.0 million sublimit for the issuance of standby letters of credit of which $533,000 was utilized at December 31, 2022. Borrowings under the Credit Facility will bear interest at the Daily Simple SOFR rate plus a spread of between 1.00% to 1.25% depending on the Company’s total funded debt to EBITDA as defined in the Credit Agreement. In connection with the amendments of the Credit Agreement, the Company paid bank fees and other expenses, which are being amortized over the remaining term of the Credit Agreement. The Company pays a commitment fee of up to 0.1% per annum, payable quarterly, based on the amount of unutilized commitments under the Credit Facility. The amortization of issuance costs and the commitment fee are included in interest expense in the consolidated statements of operations and were $167,000, $87,000, and $93,000 during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, there were no amounts outstanding under the Credit Agreement. The Credit Facility contains customary covenants, including financial and other covenant reporting requirements and events of default. Financial covenants require the Company, on a combined basis with its guarantors, to maintain (i) an EBITDAR Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25:1.0 as of each quarter end, determined on a rolling four-quarter basis, and (ii) total funded debt to EBITDA not greater than 2.0:1.0 as of each quarter end, determined on a rolling four-quarter basis, and also limits investments in foreign entities and certain other loans. The Credit Facility is secured by substantially all assets of the Company, including pledges of 100% of the stock or other equity interest of each subsidiary except for the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code), in which case no such pledge is required. As of December 31, 2022, the Company was in compliance with all financial and non-financial covenants and has not experienced any limitation in its operations as a result of the covenants. Strategic Alliance The Company, in connection with the strategic alliance with MTRCC, has agreed to provide loan opportunities that may be funded through MTRCC’s DUS Agreement with Fannie Mae. MTRCC’s agreement with Fannie Mae requires MTRCC to guarantee a portion of each funded loan. On a loan-by-loan basis, the Company, at its option, can indemnify a portion of MTRCC’s guarantee obligation of loan opportunities presented to and closed by MTRCC. As of December 31, 2022, the Company has agreed to a maximum aggregate guarantee obligation of $55.7 million related to loans with an unpaid balance of $334.0 million. The Company would be liable for this amount only if all of the loans for which it is providing a guarantee to MTRCC were to default and all of the collateral underlying these loans for which it is providing a guarantee to MTRCC were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. As of December 31, 2022, the Company has recorded an allowance for loss-sharing obligations of $275,000 and pledged $15,800 in a restricted bank account in support of the guarantee obligation. Other |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events In connection with agreements in principle with investment sales and financing professionals, the Company entered into commitments through the date these consolidated financial statements were issued, aggregating $15.3 million, of which $9.3 million has been paid. Such commitments to investment sales and financing professionals may be subject to various conditions. On February 9, 2023, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, payable on April 6, 2023, to stockholders of record at the close of business on March 14, 2023. Based on the estimated number of shares to be outstanding as of March 14, 2023, the dividends declared aggregated $10.4 million, including dividend equivalents totaling $0.5 million to be paid on unvested restricted stock and deferred stock units granted under the 2013 Plan. These dividend equivalents will be paid when the underlying restricted stock and deferred stock units vest. Any and all future dividends are subject to review and approval by the Board of Directors. Between December 31, 2022 and February 23, 2023, the Company repurchased an additional 11,850 shares of common stock for $0.4 million under the stock repurchase program. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 services, research and advisory services. As of December 31, 2022, MMI operates 81 offices in the United States and Canada through its wholly-owned subsidiaries, including the operations of Marcus & Millichap Capital Corporation. |
Reorganization and Initial Public Offering | Reorganization and Initial Public Offering MMI was formed in June 2013 in preparation for Marcus & Millichap Company (“MMC”) to spin-off its majority owned subsidiary, Marcus & Millichap Real Estate Investment Services, Inc. (“MMREIS”). Prior to the initial public offering (“IPO”) of MMI, all of the preferred and common stockholders of MMREIS (including MMC and employees of MMREIS) contributed all of their outstanding shares to MMI, in exchange for new MMI common stock. As a result, MMREIS became a wholly-owned subsidiary of MMI. Thereafter, MMC distributed 80.0% of the shares of MMI common stock to MMC’s shareholders and exchanged the remaining portion of its shares of MMI common stock for cancellation of indebtedness of MMC. MMI completed its IPO on November 5, 2013. |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The 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. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers cash equivalents to include short-term, highly liquid investments with maturities of three months or less when purchased. Portions of the balance of cash, cash equivalents, and restricted cash were held in financial institutions, various money market funds with fixed and floating net asset values and short-term commercial paper. Money market funds have floating net asset values and may be subject to gating or liquidity fees. The Company assesses short-term commercial paper for impairment in connection with investments in marketable debt securities, available-for-sale. The likelihood of realizing material losses from cash, cash equivalents, and restricted cash, including the excess of cash balances over federally insured limits, is remote. |
Revenue Recognition | Revenue Recognition The Company generates real estate brokerage commissions by acting as a broker for real estate owners or investors seeking to buy or sell interests in commercial properties and generates financing fees from securing financing on purchase transactions, from refinancing its clients’ existing mortgage debt and other ancillary fees associated with financing activities, including, but not limited to, mortgage servicing, debt and equity advisory services, loan sales, due diligence services, guarantee fees, loan performance fees and other consulting. Real Estate Brokerage Commissions Contracts for representing buyers and sellers of real estate are negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which happens at the close of escrow. At that time, the Company's performance is complete. Financing Fees Contracts for representing potential borrowers are negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which happens at the time the loan closes. At that time, the Company recognizes revenue related to the transaction. The Company’s fee arrangements, with an exception for guarantee obligations, do not include terms or conditions that require the Company to perform any service or fulfill any obligation once the loan closes. Loan Performance Fees - For loans originated through the Strategic Alliance ("Strategic Alliance") with M&T Realty Capital Corporation ("MTRCC"), the Company receives variable consideration in the form of loan performance fees based on a portion of the servicing fees expected to be received by MTRCC under the servicing contract for servicing the loan. As the Company is not obligated to perform any servicing functions and has no further obligations related to the transaction giving rise to the loan performance fees, the estimated value of the loan performance fees to be received is recorded at the time the loan closes and are collected over the estimated term of the related loan. Any changes in the estimate of loan performance fees to be received are recorded in revenue in the period the estimate changes. Guarantee Obligations - For certain loans originated through the Strategic Alliance with MTRCC, the Company may agree, at its option, to indemnify MTRCC for a portion of MTRCC’s obligations for loans sold to the Federal National Mortgage Association ("Fannie Mae"). For these loans, the Company allocates a portion of the transaction price and records a loan guarantee obligation based on its fair value. Revenue for this stand ready obligation is recorded on a straight-line basis over the term of the estimated guarantee period and is recorded in financing fees in the consolidated statements of operations. The guarantee obligation is capped at 16.7% of any unpaid principal balance in excess of the value of the collateral securing such loan. For these loans, the Company is required to pledge cash in a restricted bank account in support of the guarantee obligation. The Company records an allowance for estimated losses related to the loans subject to the guarantee considering the risk characteristics of the loan, the loan's risk rating, historical loss experience, potential adverse situations affecting individual loans and other forecasted information as appropriate. Mortgage Servicing - The Company recognized mortgage servicing revenue upon the acquisition of a servicing contract. The Company recorded servicing fees when earned provided the loans are current and the debt service payments are made by the borrower. As of December 31, 2022, the Company no longer owns any mortgage servicing rights. Other Revenue |
Capitalization of Internal Software | Capitalization of Internal Software Certain costs related to the development or purchase of internal-use software are capitalized. Internal costs that are incurred in the preliminary project stage are expensed as incurred. Direct consulting costs and certain payroll and related costs that are incurred during the development stage of a project are capitalized and depreciated using the straight-line method over a useful life of five years. Capitalized costs are recorded in property and equipment, net, and amortization is recorded in depreciation and amortization in the consolidated financial statements. Amortization begins for software that has been placed into production and is ready for its intended use. Post-implementation costs such as training, maintenance and support are expensed as incurred. The Company evaluates the carrying value of capitalized software for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. |
Commissions Receivable, Net | Commissions Receivable, Net Commissions receivable, net consists of commissions earned on brokerage and financing transactions for which payment has not yet been received. The Company evaluates the need for an allowance for credit losses based on consideration of historical experience, current conditions and forecasts of future economic conditions. The majority of commissions receivable are settled within 10 days after the close of escrow. |
Advances and Loans, Net | Advances and Loans, Net Advances and loans, net includes amounts advanced and loans due from the Company’s investment sales and financing professionals. one |
Cost of Services | Cost of Services Cost of services principally consists of variable commissions, compensation-related costs related to the Company’s financing activities, and other costs for the Company’s investment sales and financing professionals related to transactions closed in the period. Commissions are accrued based on revenue from transactions generated by the Company’s investment sales and financing professionals. Investment sales and financing professionals are compensated at commission rates based on individual agreements, and a portion of the commissions due upon the closing of a transaction may be deferred in accordance with their contracts. Some of the Company's most senior investment sales and financing professionals also have the ability to earn additional commissions after meeting certain annual financial thresholds. These additional commissions are recognized as cost of services in the period in which they are earned. Payment of a portion of these additional commissions are generally deferred for a period of one |
Investments in Marketable Debt Securities, Available-for-Sale | Investments in Marketable Debt Securities, Available-for-Sale The Company maintains a portfolio of investments in a variety of fixed and variable rate debt securities, including U.S. treasuries, U.S. government sponsored entities, corporate debt, asset-backed securities (“ABS”) and other. The Company considers its investments in marketable debt securities to be available-for-sale, and accordingly, are recorded at their fair values. The Company determines the appropriate classification of investments in marketable debt securities at the time of purchase. Interest along with amortization of purchase premiums and accretion of discounts from the purchase date through the estimated maturity date, including consideration of variable maturities and contractual call provisions, are included in other income (expense), net in the consolidated statements of operations. The Company typically invests in highly rated debt securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy requires substantially all investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and matching long-term liabilities. See Note 5 – “Investments in Marketable Debt Securities, Available-for-Sale” for additional information. The Company reviews quarterly its investment portfolio of all securities in an unrealized loss position to determine if an impairment charge or credit reserve is required. The Company excludes accrued interest from both the fair value and the amortized cost basis of marketable debt securities, available-for-sale, for the purposes of identifying and measuring an impairment. An investment is impaired if the fair value is less than its amortized cost basis. Impairment relating to credit losses is recorded through a reduction in the amortized cost of the security or an allowance for credit losses and credit loss expense (included in selling, general and administrative expense), limited by the amount that the fair value is less than the |
Assets Held in Rabbi Trust | Assets Held in Rabbi Trust The Company maintains a non-qualified deferred compensation program for certain employees. Deferred amounts are invested in variable whole life insurance policies owned by the Company supporting the deferred obligation and are held in a rabbi trust. Participants elect to invest in various hypothetical equity and debt securities offered within the plan on a notional basis. The net change in the carrying value of the underlying assets held in the rabbi trust is recorded in other income (expense), net. The change in the deferred compensation liability as a result of the change in the notional value of the participants accounts is recorded as a component of selling, general and administrative expense in the consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements U.S. GAAP defines the fair value of a financial instrument as the amount that would be received from the sale of an asset in an orderly transaction between market participants at the measurement date. The Company is responsible for the determination of fair value and the supporting methodologies and assumptions. The Company uses various pricing sources and third parties to provide and validate the values utilized. The degree of judgment used in measuring the fair value of financial instruments is generally inversely correlated with the level of observable valuation inputs. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Financial instruments for which no quoted prices are available have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. Assets recorded at fair value are measured and classified in accordance with a fair value hierarchy consisting of the three “levels” based on the observability of inputs available in the marketplace used to measure the fair values as discussed below: • Level 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: Unobservable inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Management estimates include certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Recurring Fair Value Measurements The Company values its investments including commercial paper and floating NAV money market funds recorded in cash, cash equivalents, and restricted cash, investments in marketable debt securities, available-for-sale, assets held in the rabbi trust, deferred compensation liability and contingent and deferred consideration at fair value on a recurring basis. Fair values for investments included in cash, cash equivalents, and restricted cash and marketable debt securities, available-for-sale, were determined for each individual security in the investment portfolio and all these securities are Level 1 or 2 measurements as appropriate. Fair values for assets held in the rabbi trust and related deferred compensation liability were determined based on the cash surrender value of the Company owned variable life insurance policies and underlying investments in the trust, and are Level 2 and Level 1 measurements, respectively. Contingent consideration in connection with acquisitions, is carried at fair value and determined on a contract-by-contract basis, calculated using unobservable inputs based on a probability of achieving EBITDA and other performance requirements (refer to Note 9 – “Fair Value Measurements”), and is a Level 3 measurement. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time, and is a Level 2 measurement. Nonrecurring Fair Value Measurements In accordance with U.S. GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews the carrying value of mortgage servicing rights (“MSRs”), intangibles, goodwill and other assets for indications of impairment at least annually. When indications of potential impairment are identified, the Company may be required to determine the fair value of those assets and record an adjustment for the carrying amount in excess of the fair value determined. Any fair value determination would be based on valuation approaches, which are appropriate under the circumstances and utilize Level 2 and Level 3 measurements as required. Assets and Liabilities not Measured at Fair Value The Company’s commissions receivable, amounts due from employees and investment sales and financing professionals (included in the other assets, current and other assets, non-current captions), accounts payable and other liabilities and commissions payable (included in deferred compensation and commissions, current and deferred compensation and commissions, non-current captions) are carried at cost, which approximates fair value based on their immediate or short-term maturities and terms which approximate current market rates. The Company’s obligations under stock appreciation rights (“SARs”) liability (included in the deferred compensation and commissions, current and deferred compensation and commissions, non-current captions) bear interest at a variable rate based on U.S. Treasuries, and the Company has determined that the carrying value approximates their fair value. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. The Company uses the straight-line method for depreciation and amortization. Depreciation and amortization is recorded over estimated useful lives ranging from three |
Other Assets | Other Assets Other assets consist primarily of securities, held-to-maturity, MSRs, security deposits made in connection with operating leases, customer trust accounts, employee notes receivable and other assets and receivables. In connection with a brokerage transaction, the Company may need to, or be required to, hold cash in escrow for a transaction participant. These amounts are deposited into separate customer trust accounts controlled by the Company. The amounts are included in current other assets, net, with a corresponding liability included in accounts payable and other liabilities, both in the consolidated balance sheets. MSRs were recorded at fair value upon acquisition of a servicing contract. As of December 31, 2022, the Company no longer owns any MSRs. The Company has elected the amortization method for the subsequent measurement of MSRs. MSRs were carried at the lower of amortized cost or fair value. All MSRs are amortized using the interest method over the period that servicing income is expected to be received. MSRs are included in other assets non-current in the accompanying consolidated balance sheets. See Note 7 – “Selected Balance Sheet Data” for additional information. Amortization related to the MSRs is included in depreciation and amortization expense in the accompanying consolidated statements of operations. The Company measured MSRs at fair value on a nonrecurring basis. MSRs are a Level 3 measurement. The Company’s MSRs did not trade in an active, open market with readily observable prices. The estimated fair value of the Company’s MSRs were developed using a discounted cash flow model that calculates the present value of estimated future net servicing income. The model considers contractual provisions and assumptions of market participants including specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. The Company periodically reassessed and adjusted, when necessary, the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing an MSR asset. In connection with MSR activities, the Company held funds in escrow for the benefit of the lenders. These funds and the offsetting obligations are not presented in the Company’s consolidated financial statements as they do not represent assets and liabilities of the Company. In June 2022, the Company discontinued its servicing activities and signed an agreement to sell the remaining servicing rights. The sale closed in the third quarter of 2022. See Note 7 – “Selected Balance Sheet Data” for additional information. |
Leases | Leases The Company utilizes operating leases for all its facilities and autos. The Company determines if an arrangement is a lease at inception. Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-of-use assets, and operating lease liabilities, current and non-current captions in the consolidated balance sheets. Right-of-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all of which add complexity and impact the determination of the lease term and lease payments to be used in calculating the lease liability. Certain facility leases provide for rental escalations related to increases in the lessors’ direct operating expenses. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate the Company uses an estimated incremental borrowing rate based on borrowing options under its credit agreement and applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. The Company typically leases general purpose built-out office space, which reverts to the lessor upon termination of the lease. Any payments for completed improvements, determined to be owed by the lessor, net of incentives received, are recorded as an increase to the ROU asset and considered in the determination of the lease cost. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. Lease cost is recognized on a straight-line basis over the lease term. Variable lease payments consist of common area costs, insurance, taxes, utilities, parking and other lease related costs, which are determined principally based on billings from landlords. Sub-lease income is recorded as a component of selling general and administrative expense in the consolidated statements of operations. |
Litigation | Litigation The Company is subject to various legal proceedings and claims 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 proceedings cannot be determined, the Company uses judgment in the evaluation of claims and the need for accrual for loss contingencies quarterly. The Company records an accrual for litigation related losses where the likelihood of loss is both probable and estimable. The Company accrues legal fees for litigation as the legal services are provided. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included in selling, general and administrative expense in the accompanying consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to (i) differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and (ii) operating losses and tax credit carryforwards. The Company measures existing deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to have temporary differences realized or settled. The Company recognizes in the provision for income taxes, the effect on deferred tax assets and liabilities of a change in tax rates in the period that includes the enactment date. The Company periodically evaluates deferred tax assets to assess whether it is likely that the deferred tax assets will be realized. In determining whether a valuation allowance is required, the Company considers the timing of deferred tax reversals, current year taxable income and historical performance. Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the deferred tax asset will not be realized. Because of the nature of the Company’s business, which includes activity in the U.S. and Canada, incorporating numerous states and provinces as well as local jurisdictions, the Company’s tax position can be complex. As such, the Company’s effective tax rate is subject to changes as a result of fluctuations in the mix of its activity in the various jurisdictions in which the Company operates including changes in tax rates, state apportionment, tax related interest and penalties, valuation allowances and other permanent items. Calculating some of the amounts involves a high degree of judgment. The Company evaluates its tax positions quarterly. The threshold for recognizing the benefits of tax return positions in the financial statements is “more likely than not” to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50% likely to be realized. The Company assesses its inventory of tax positions with respect to all applicable income tax issues for all open tax years (in each respective jurisdiction) and determines whether uncertain tax positions are required to be recognized in the Company’s consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and records compensation expense for all stock-based awards made to employees, independent contractors and non-employee directors. Awards are issued under the Amended and Restated 2013 Omnibus Equity Incentive Plan (“2013 Plan”) and 2013 Employee Stock Purchase Plan (“ESPP”). For awards made to the Company’s employees, directors and independent contractors, the Company initially values restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) based on the grant date closing price of the Company’s common stock. For awards with periodic vesting, the Company recognizes the related expense on a straight- |
Earnings per Share | Earnings per Share Basic weighted average shares outstanding includes vested, but unissued, deferred stock units (“DSUs”). The difference between basic and diluted weighted average shares outstanding represents the dilutive impact of common stock equivalents consisting of shares to be issued under the 2013 Plan and ESPP, and contingently issuable shares in connection with stock settled consideration for acquired businesses. |
Foreign Currency Translation | Foreign Currency Translation The Company prepares the financial statements of its Canadian subsidiary using the local currency as the functional currency. The assets and liabilities of the Company’s Canadian subsidiary are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholder’s equity through other comprehensive income (loss) in the consolidated statements of comprehensive income. Income and expenses are translated at the average monthly rates of exchange. The Company includes gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of operations. |
Taxes Collected from Clients and Remitted to Governmental Authorities | Taxes Collected from Clients and Remitted to Governmental Authorities The Company accounts for tax assessed by any governmental authority that is based on revenue or transaction value (e.g. sales, use and value added taxes) on a net basis, and, accordingly, such amounts are not included in revenue. Collected amounts are recorded as a current liability until paid. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, and restricted cash, investments in marketable debt securities, available-for-sale, security deposits (included under other assets, non-current) and commissions receivable, net. Cash, cash equivalents, and restricted cash are placed with high-credit quality financial institutions and invested in high-credit quality money market funds and commercial paper. Concentrations and ratings of marketable debt securities, available-for-sale are limited by the approved investment policy. To reduce its credit risk, the Company monitors the credit standing of the financial institutions money market funds that represent amounts recorded as cash, cash equivalents, and restricted cash. The Company historically has not experienced any significant losses related to cash, cash equivalents, and restricted cash. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method of accounting, under which the consideration for the acquisition, including the fair value of any contingent and deferred consideration, is allocated to the assets acquired and liabilities assumed. The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values as determined by management as of the acquisition date. The excess of the consideration over the assets acquired net of liabilities assumed is recognized as goodwill. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded as expense in the consolidated statements of operations. In connection with certain acquisitions, the Company enters into agreements to pay additional cash amounts based on the achievement of certain performance measures and/or service and time requirements. Contingent and deferred consideration in connection with the acquisition of a business is measured at fair value on the acquisition date and remeasured at fair value each reporting period thereafter until the consideration is settled in cash or stock, with changes in fair value recorded in selling, general and administrative expense in the consolidated statements of operations. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company evaluates goodwill for impairment annually in the fourth quarter. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The initial impairment evaluation of goodwill is a qualitative assessment and is performed to assess whether the fair value of a reporting unit is less than its carrying amount. The Company completes a quantitative impairment test if evidence from the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines the quantitative impairment test is required, the estimated fair value of the reporting unit is determined and compared to its carrying amount, including goodwill. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. The Company currently has only one reporting unit, therefore, all goodwill is allocated to that one reporting unit. |
Segment Reporting | Segment Reporting The Company follows U.S. GAAP for segment reporting, which requires reporting information on operating segments in interim and annual financial statements. Substantially all of the Company’s operations involve the delivery of commercial real estate services to its customers including real estate investment sales, financing and consulting and advisory services. Management makes operating decisions, assesses performance and allocates resources based on an ongoing review of these integrated operations, which constitute the Company’s only operating segment for financial reporting purposes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Computer software and hardware equipment $ 42,617 $ 33,819 Furniture, fixtures and equipment 26,453 24,511 Less: accumulated depreciation and amortization (41,426) (35,138) $ 27,644 $ 23,192 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Cost, Included in Selling, General and Administrative Expense | The Company has operating leases for all of its facilities and autos. The operating lease cost, included in selling, general and administrative expense in the consolidated statements of operations, consisted of the following (in thousands): Years Ended 2022 2021 Operating lease cost: Lease cost $ 26,038 $ 26,209 Variable lease cost (1) 5,586 5,371 Sublease income (2) (896) (492) $ 30,728 $ 31,088 (1) Primarily relates to common area maintenance, property taxes, insurance, utilities and parking. (2) The Company changed its policy for recording sub-lease income from recording it as a component of other income, net, to a component of selling general and administrative expense to better align sublease income with the operating costs related to leasing. Amounts related to the current and prior years were not material. |
Maturities of Lease Liabilities | Maturities of lease liabilities by year consisted of the following (in thousands): December 31, 2023 $ 19,663 2024 19,791 2025 17,220 2026 13,446 2027 8,640 Thereafter 11,974 Total future minimum lease payments 90,734 Less imputed interest (8,641) Present value of operating lease liabilities $ 82,093 |
Schedule of Supplemental Cash Flow Information and Noncash Activity Related to Operating Leases | |
Schedule of Other Information Related to Operating Leases | Other information related to the operating leases consisted of the following: December 31, 2022 2021 Weighted average remaining operating lease term 4.97 years 4.57 years Weighted average discount rate 3.9 % 2.9 % |
Investments in Marketable Deb_2
Investments in Marketable Debt Securities, Available-for-Sale (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost, Allowance for Credit Losses, Gross Unrealized Gains/Losses in Accumulated Other Comprehensive Income/Loss and Fair Value of Marketable Securities, Available-for-Sale, by Type of Security | Amortized cost, allowance for credit losses, gross unrealized gains/losses in accumulated other comprehensive income/loss and fair value of marketable debt securities, available-for-sale, by type of security consisted of the following (in thousands): December 31, 2022 Amortized Allowance Gross Gross Fair Short-term investments: U.S. treasuries $ 135,688 $ — $ 14 $ (1,153) $ 134,549 Corporate debt 118,135 — 1 (95) 118,041 Asset-backed securities (“ABS”) and other 859 — — (15) 844 $ 254,682 $ — $ 15 $ (1,263) $ 253,434 Long-term investments: U.S. treasuries $ 21,434 $ — $ — $ (719) $ 20,715 U.S. government sponsored entities 602 — — (66) 536 Corporate debt 44,214 — 21 (2,877) 41,358 ABS and other 6,569 — — (583) 5,986 $ 72,819 $ — $ 21 $ (4,245) $ 68,595 December 31, 2021 Amortized Allowance Gross Gross Fair Short-term investments: U.S. treasuries $ 35,767 $ — $ — $ (34) $ 35,733 Corporate debt 148,148 — 22 (35) 148,135 $ 183,915 $ — $ 22 $ (69) $ 183,868 Long-term investments: U.S. treasuries $ 70,902 $ — $ 128 $ (263) $ 70,767 U.S. government sponsored entities 726 — 22 (3) 745 Corporate debt 33,197 — 962 (146) 34,013 ABS and other 7,033 — 82 (30) 7,085 $ 111,858 $ — $ 1,194 $ (442) $ 112,610 |
Available-for-sale Marketable Debt Securities in a Continuous Unrealized Loss Position | The Company’s investments in marketable debt securities, available-for-sale, that have been in a continuous unrealized loss position, for which an allowance for credit losses has not been recorded, by type of security consisted of the following (in thousands): December 31, 2022 Less than 12 months 12 months or greater Total Fair Gross Fair Gross Fair Gross U.S. treasuries $ 73,055 $ (1,232) $ 66,144 $ (640) $ 139,199 $ (1,872) U.S. government sponsored entities 447 (46) 87 (20) 534 (66) Corporate debt 130,816 (1,909) 10,681 (1,063) 141,497 (2,972) ABS and other 4,710 (314) 2,091 (284) 6,801 (598) $ 209,028 $ (3,501) $ 79,003 $ (2,007) $ 288,031 $ (5,508) December 31, 2021 Less than 12 months 12 months or greater Total Fair Gross Fair Gross Fair Gross U.S. treasuries $ 103,019 $ (297) $ — $ — $ 103,019 $ (297) U.S. government sponsored entities 115 (3) — — $ 115 $ (3) Corporate debt 115,908 (173) 146 (8) 116,054 (181) ABS and other 2,915 (30) — — 2,915 (30) $ 221,957 $ (503) $ 146 $ (8) $ 222,103 $ (511) |
Gross Realized Gains and Losses from Sale of Available for Sale Marketable Debt Securities | Gross realized gains and losses from the sales of the Company’s marketable debt securities, available-for-sale, consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Gross realized gains (1) $ 113 $ 221 $ 241 Gross realized losses (1) $ (27) $ (2) $ (49) |
Amortized Cost and Fair Value of Marketable Debt Securities, Available-for-Sale, by Contractual Maturity | Amortized cost and fair value of marketable debt securities, available-for-sale, by contractual maturity consisted of the following (in thousands, except weighted average data): December 31, 2022 December 31, 2021 Amortized Fair Value Amortized Fair Value Due in one year or less $ 254,683 $ 253,434 $ 183,915 $ 183,868 Due after one year through five years 56,507 54,169 96,035 96,257 Due after five years through ten years 13,435 11,850 11,129 11,601 Due after ten years 2,876 2,576 4,694 4,752 $ 327,501 $ 322,029 $ 295,773 $ 296,478 Weighted average contractual maturity 1.1 years 1.5 years |
Acquisitions, Goodwill and Ot_2
Acquisitions, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net consisted of the following (in thousands): December 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Book Gross Accumulated Net Book Goodwill and intangible assets: Goodwill $ 37,914 $ — $ 37,914 $ 34,071 $ — $ 34,071 Intangible assets (1)(2) 32,287 (14,505) 17,782 23,974 (9,940) 14,034 $ 70,201 $ (14,505) $ 55,696 $ 58,045 $ (9,940) $ 48,105 (1) Total weighted average amortization period was 4.54 years and 5.53 years as of December 31, 2022 and 2021, respectively. |
Summary of Changes in Carrying Carrying Amount of Goodwill | The changes in the carrying amount of goodwill consisted of the following (in thousands): Years Ended 2022 2021 Beginning balance $ 34,071 $ 33,375 Additions from acquisitions (1) 3,843 696 Ending balance $ 37,914 $ 34,071 (1) The 2021 addition represents a measurement period adjustment for an acquisition made in 2020. |
Schedule of Estimated Amortization Expense for Intangible Assets | Estimated amortization expense for intangible assets by year for the next five years and thereafter consisted of the following (in thousands): Year Ended 2023 $ 4,599 2024 4,089 2025 3,871 2026 2,156 2027 1,736 Thereafter 1,331 $ 17,782 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Credit Losses for Advances and Loans and Commissions Receivable | Allowance for credit losses for advances and loans consisted of the following (in thousands): Advances and Commissions Total Beginning balance as of January 1, 2022 $ 789 $ 5 $ 794 Credit loss expense (recovery) (48) (4) (52) Write-off 50 — 50 Ending balance as of December 31, 2022 $ 791 $ 1 $ 792 Advances and Loans Commissions Total Beginning balance as of January 1, 2021 $ 563 $ 94 $ 657 Credit loss expense (recovery) 255 (89) 166 Write-off (recovery) (29) — (29) Ending balance as of December 31, 2021 $ 789 $ 5 $ 794 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): Current Non-Current 2022 2021 2022 2021 MSRs, net of amortization $ — $ — $ — $ 1,855 Security deposits — — 1,625 1,395 Employee notes receivable 6 40 — — Securities, held-to-maturity (1) — — 9,500 9,500 Loan performance fee receivable 766 — 4,261 — Prepaid lease costs, trusts and other 6,510 5,230 473 396 $ 7,282 $ 5,270 $ 15,859 $ 13,146 |
Summary of Net Change in Carrying Value of MSRs | The net change in the carrying value of MSRs consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 1,855 $ 1,897 Additions — 483 Amortization (1,275) (525) Reclassification to assets held for sale (280) — Loss on sale (300) — Ending balance $ — $ 1,855 |
Schedule of Deferred Compensation and Commissions | Deferred compensation and commissions consisted of the following (in thousands): Current Non-Current 2022 2021 2022 2021 SARs liability (1) $ 2,323 $ 2,241 $ 13,137 $ 14,918 Commissions payable to investment sales and financing professionals 72,247 110,769 45,156 31,697 Deferred compensation liability (1) 493 1,080 6,168 6,921 Other 258 595 — — $ 75,321 $ 114,685 $ 64,461 $ 53,536 |
Summary of Net Change in Carrying Value of Assets Held in Rabbi Trust and Deferred Compensation Liability | The net change in the carrying value of the assets held in the rabbi trust and the net change in the carrying value of the deferred compensation liability, each exclusive of additional contributions, distributions and trust expenses consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 (Decrease) increase in the carrying value of the assets held in the rabbi trust (1) $ (1,743) $ 1,445 $ 1,042 Decrease (increase) in the net carrying value of the deferred compensation obligation (2) $ 1,743 $ (1,104) $ (799) (1) Recorded in other income (expense), net in the consolidated statements of operations. |
Summary of Other Liabilities | Other liabilities consisted of the following (in thousands): Current Non-Current 2022 2021 2022 2021 Deferred consideration $ 3,633 $ 5,112 $ 1,486 $ 4,689 Contingent consideration 1,726 2,681 5,341 6,631 Dividends payable 612 — 1,603 — Stock repurchase payable 565 — — — Other 3,397 991 184 74 $ 9,933 $ 8,784 $ 8,614 $ 11,394 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and liabilities at Fair Value on Recurring Basis | Assets and liabilities carried at fair value on a recurring basis consisted of the following (in thousands): December 31, 2022 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Assets: Assets held in rabbi trust $ 9,553 $ — $ 9,553 $ — $ 11,508 $ — $ 11,508 $ — Cash equivalents (1) : Commercial paper $ 41,324 $ — $ 41,324 $ — $ 8,948 $ — $ 8,948 $ — Money market funds 139,025 139,025 — — 210,985 210,985 — — $ 180,349 $ 139,025 $ 41,324 $ — $ 219,933 $ 210,985 $ 8,948 $ — Marketable debt securities, available-for-sale: Short-term investments: U.S. treasuries $ 134,549 $ 134,549 $ — $ — $ 35,733 $ 35,733 $ — $ — Corporate debt 118,041 — 118,041 — 148,135 — 148,135 — ABS and other 844 — 844 — — — — — $ 253,434 $ 134,549 $ 118,885 $ — $ 183,868 $ 35,733 $ 148,135 $ — Long-term investments: U.S. treasuries $ 20,715 $ 20,715 $ — $ — $ 70,767 $ 70,767 $ — $ — U.S. government sponsored entities 536 — 536 — 745 — 745 — Corporate debt 41,358 — 41,358 — 34,013 — 34,013 — ABS and other 5,986 — 5,986 — 7,085 — 7,085 — $ 68,595 $ 20,715 $ 47,880 $ — $ 112,610 $ 70,767 $ 41,843 $ — Liabilities: Contingent consideration $ 7,067 $ — $ — $ 7,067 $ 9,312 $ — $ — $ 9,312 Deferred consideration $ 5,119 $ — $ 5,119 $ — $ 9,801 $ — $ 9,801 $ — Deferred compensation liability $ 6,661 $ 6,661 $ — $ — $ 8,001 $ 8,001 $ — $ — |
Schedule of Reconciliation of Contingent Consideration Measured at Fair Value on Recurring Basis | A reconciliation of contingent consideration measured at fair value on a recurring basis consisted of the following (in thousands): December 31, 2022 2021 Beginning balance $ 9,312 $ 5,572 Contingent consideration in connection with acquisitions (1) — (100) Change in fair value of contingent consideration (161) 4,659 Payments of contingent consideration (2,084) (819) Ending balance $ 7,067 $ 9,312 |
Fair Value Liabilities Measured On Recurring Basis Valuation Techniques | Quantitative information about the valuation technique and significant unobservable inputs used in the valuation of the Company’s Level 3 financial liabilities measured at fair value on a recurring basis consisted of the following (dollars in thousands): Fair Value at Valuation Technique Unobservable inputs Range (Weighted Average) (1) Contingent consideration $ 7,067 Discounted cash flow Expected life of cash flows 0.4-4.83 years (2.7 years) Discount rate 6.0%-7.0% (6.5 %) Probability of achievement 0.0%-100.0% (95.4 %) Fair Value at Valuation Technique Unobservable inputs Range (Weighted Average) (1) Contingent consideration $ 9,312 Discounted cash flow Expected life of cash flows 1.4-5.8 years (3.4 years) Discount rate 2.2%-3.5% (2.9 %) Probability of achievement 29.0%-100.0% (95.2 %) |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding Awards Under 2013 Omnibus Equity Incentive Plan | Activity under the 2013 Plan consisted of the following (dollars in thousands, except weighted average per share data): Total Weighted- Nonvested shares at December 31, 2019 ⁽¹⁾ 800,075 $ 33.91 Granted 434,705 $ 32.80 Vested (284,503) $ 32.74 Forfeited/canceled (31,898) $ 34.49 Nonvested shares at December 31, 2020 ⁽¹⁾ 918,379 $ 33.73 Granted 381,215 $ 39.03 Vested (277,253) $ 31.89 Forfeited/canceled (41,405) $ 33.47 Nonvested shares at December 31, 2021 ⁽¹⁾ 980,936 $ 36.32 Granted 1,094,507 $ 45.41 Vested (306,276) $ 35.49 Forfeited/canceled (27,706) $ 39.11 Nonvested shares at December 31, 2022 ⁽¹⁾ 1,741,461 $ 42.14 |
Stock-Based Compensation Expense | Components of stock-based compensation are included in selling, general and administrative expense in the consolidated statements of operations and consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 ESPP $ 150 $ 142 $ 168 RSUs and RSAs 17,162 10,219 9,737 $ 17,312 $ 10,361 $ 9,905 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income (Loss) from Continuing Operations before Provision for Income Taxes | The components of income from continuing operations before provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 United States $ 143,815 $ 193,147 $ 62,206 Foreign (1,786) 156 (2,842) $ 142,029 $ 193,303 $ 59,364 |
Schedule of Provision (Benefit) for Income Taxes | The provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Federal: Current $ 34,968 $ 48,785 $ 12,437 Deferred (4,973) (9,600) 310 29,995 39,185 12,747 State: Current 8,857 13,903 3,616 Deferred (1,100) (2,243) 163 7,757 11,660 3,779 Foreign: Current — — — Deferred 52 (12) — 52 (12) — $ 37,804 $ 50,833 $ 16,526 |
Significant Components of Deferred Tax Assets (Liabilities), Net | Significant components of the Company’s deferred tax assets, net consisted of the following (in thousands): December 31, 2022 2021 Deferred Tax Assets: Accrued expenses and bonuses $ 6,406 $ 6,822 Bad debt and other reserves 9,655 6,989 Deferred compensation 21,018 18,287 Operating lease ROU assets, net 20,798 20,937 Stock-based compensation 7,273 7,031 Net operating and capital loss carryforwards 3,835 3,769 State taxes — 92 Other comprehensive income (loss) 1,676 — Amortizable intangibles and other 2,221 1,577 Deferred tax assets before valuation allowance 72,882 65,504 Valuation allowance (4,935) (4,599) Deferred Tax Assets 67,947 60,905 Deferred Tax Liabilities: Fixed assets (5,715) (6,552) Operating lease liabilities (18,523) (18,697) Prepaid expenses (1,180) (1,513) State taxes (472) — Other comprehensive income (loss) — (195) Goodwill and other (736) (212) Deferred Tax Liabilities (26,626) (27,169) Deferred Tax Assets, Net $ 41,321 $ 33,736 |
Components of Provision for Income Taxes and Income before Provision for Income Taxes | The provision for income taxes differs from the amount computed by applying the statutory federal corporate income tax rate to income before provision for income taxes and consisted of the following (dollars in thousands): Years Ended December 31, 2022 2021 2020 Amount Rate Amount Rate Amount Rate Income tax expense at the federal statutory rate $ 29,826 21.0 % $ 40,594 21.0 % $ 12,466 21.0 % State income tax expense, net of federal benefit 6,127 4.3 % 9,210 4.8 % 2,983 5.0 % (Windfall) shortfall tax benefits, net related to stock-based compensation (2,714) (1.9) % (555) (0.3) % 240 0.4 % Change in valuation allowance 337 0.2 % 179 0.1 % 497 0.8 % Permanent and other items (1) 4,228 3.0 % 1,405 0.7 % 340 0.6 % $ 37,804 26.6 % $ 50,833 26.3 % $ 16,526 27.8 % |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits consisted of the following (in thousands): Years Ended December 31, 2022 2021 2020 Beginning balance $ 304 $ 55 $ 775 Gross increases/ (decreases) as a result of positions taken: Prior periods (304) 1 — Current period — 304 — Expiration of applicable statutes of limitation — (56) (720) Ending balance $ — $ 304 $ 55 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share, Including Antidilutive Securities Excluded from Computation of Earnings Per Share | Basic and diluted earnings per share for the years ended December 31, 2022, 2021, and 2020 consisted of the following (in thousands, except per share data): Years Ended December 31, 2022 2021 2020 Numerator (Basic and Diluted): Net income $ 104,225 $ 142,470 $ 42,838 Change in value for stock settled consideration (37) 27 (3) Adjusted net income $ 104,188 $ 142,497 $ 42,835 Denominator: Basic Weighted Average Common Shares Issued and Outstanding 39,751 39,575 39,318 Deduct: Unvested RSAs (1) (12) (14) (18) Add: Fully vested DSUs (2) 154 327 342 Weighted Average Common Shares Outstanding 39,893 39,888 39,642 Basic earnings per common share $ 2.61 $ 3.57 $ 1.08 Diluted Weighted Average Common Shares Outstanding from above 39,893 39,888 39,642 Add: Dilutive effect of RSUs, RSAs & ESPP 207 206 67 Add: Contingently issuable shares (3) 86 93 26 Weighted Average Common Shares Outstanding 40,186 40,187 39,735 Diluted earnings per common share $ 2.59 $ 3.55 $ 1.08 Antidilutive shares excluded from diluted earnings per common share (4) 1,084 366 684 (1) RSAs were issued and outstanding to the non-employee directors and have a one-year vesting term subject to service requirements. See Note 11 – “Stock-Based Compensation Plans” for additional information. (2) Shares are included in weighted average common shares outstanding as the shares are fully vested but were not yet delivered. See Note 11 – “Stock-Based Compensation Plans” for additional information. (3) Relates to contingently issuable stock settled consideration. |
Description of Business and B_3
Description of Business and Basis of Presentation - Narrative (Detail) | 12 Months Ended |
Dec. 31, 2022 office | |
Accounting Policies [Abstract] | |
Number of offices | 81 |
Percentage of common stock distributed | 80% |
Accounting Policies and Recen_2
Accounting Policies and Recent Accounting Pronouncements - Narrative (Detail) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2022 office | Dec. 31, 2022 | Dec. 31, 2022 Segment | Dec. 31, 2022 reportingUnit | Dec. 31, 2021 USD ($) office | Dec. 31, 2020 USD ($) office | |
Accounting Policies [Line Items] | ||||||||
Guarantee obligations | 16.70% | |||||||
Property and equipment, amortization method | straight-line | |||||||
Advertising costs | $ | $ 1,653 | $ 830 | $ 586 | |||||
Income tax benefit realized, percentage | 50% | |||||||
Payment of dividends | $ | $ 60,358 | $ 0 | $ 0 | |||||
Commission's receivable settled period | 10 days | |||||||
Number of offices | office | 81 | |||||||
Number of reporting units | 1 | 1 | ||||||
Finite-lived intangible asset, amortization method | straight-line | |||||||
ESPP | ||||||||
Accounting Policies [Line Items] | ||||||||
Length of purchase intervals | 6 months | |||||||
Customer Concentration Risk | Total revenues | Customer | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 10% | 10% | 10% | |||||
Customer Concentration Risk | Commissions receivable | Customer | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 10% | 10% | 10% | |||||
Geographic Concentration Risk | Total revenues | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of offices | office | 0 | 0 | 0 | |||||
Geographic Concentration Risk | Total revenues | Customer | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 10% | 10% | 10% | |||||
Transaction Risk | Total revenues | Customer | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 0% | 0% | 0% | |||||
Minimum | ||||||||
Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful lives | 3 years | |||||||
Advances to investment sales and financing professionals, repayment term | 5 years | |||||||
Deferred term for payment of additional commissions | 1 year | |||||||
Finite-lived intangible asset, useful life | 1 year | |||||||
Minimum | Loan To Investment Sales and Financing Professionals | ||||||||
Accounting Policies [Line Items] | ||||||||
Loans to investment sales and financing professionals, repayment term | 1 year | |||||||
Maximum | ||||||||
Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful lives | 7 years | |||||||
Advances to investment sales and financing professionals, repayment term | 10 years | |||||||
Deferred term for payment of additional commissions | 3 years | |||||||
Finite-lived intangible asset, useful life | 7 years | |||||||
Maximum | Loan To Investment Sales and Financing Professionals | ||||||||
Accounting Policies [Line Items] | ||||||||
Loans to investment sales and financing professionals, repayment term | 7 years | |||||||
Maximum | Geographic Concentration Risk | CANADA | Total revenues | Customer | ||||||||
Accounting Policies [Line Items] | ||||||||
Concentration risk percentage | 2% | 2% | 1% | |||||
Capitalization of Internal Labor | ||||||||
Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful lives | 5 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (41,426) | $ (35,138) |
Property and equipment, net | 27,644 | 23,192 |
Computer software and hardware equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 42,617 | 33,819 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 26,453 | $ 24,511 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Fully depreciated computer software and hardware equipment and furniture, fixtures and equipment write-off | $ 1.2 | $ 3.2 |
Operating Leases - Schedule of
Operating Leases - Schedule of Operating Lease Cost, Included in Selling, General and Administrative Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease cost: | ||
Lease cost | $ 26,038 | $ 26,209 |
Variable lease cost | 5,586 | 5,371 |
Sublease income (2) | (896) | (492) |
Total operating lease cost | $ 30,728 | $ 31,088 |
Operating Leases - Maturities o
Operating Leases - Maturities of Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2023 | $ 19,663 |
2024 | 19,791 |
2025 | 17,220 |
2026 | 13,446 |
2027 | 8,640 |
Thereafter | 11,974 |
Total future minimum lease payments | 90,734 |
Less imputed interest | (8,641) |
Present value of operating lease liabilities | $ 82,093 |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Other Information Related to Operating Leases (Detail) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases, Operating [Abstract] | ||
Weighted average remaining operating lease term | 4 years 11 months 19 days | 4 years 6 months 25 days |
Weighted average discount rate | 3.90% | 2.90% |
Investments in Marketable Deb_3
Investments in Marketable Debt Securities, Available-for-Sale - Schedule of Amortized Cost and Fair Value of Marketable Securities, Available-for-Sale, by Type of Security (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 327,501 | $ 295,773 |
Fair Value | 322,029 | 296,478 |
Short-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 254,682 | 183,915 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 15 | 22 |
Gross Unrealized Losses | (1,263) | (69) |
Fair Value | 253,434 | 183,868 |
Long-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 72,819 | 111,858 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 21 | 1,194 |
Gross Unrealized Losses | (4,245) | (442) |
Fair Value | 68,595 | 112,610 |
U.S. treasuries | Short-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 135,688 | 35,767 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 14 | 0 |
Gross Unrealized Losses | (1,153) | (34) |
Fair Value | 134,549 | 35,733 |
U.S. treasuries | Long-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 21,434 | 70,902 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 0 | 128 |
Gross Unrealized Losses | (719) | (263) |
Fair Value | 20,715 | 70,767 |
U.S. government sponsored entities | Long-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 602 | 726 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 0 | 22 |
Gross Unrealized Losses | (66) | (3) |
Fair Value | 536 | 745 |
Corporate debt | Short-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 118,135 | 148,148 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 1 | 22 |
Gross Unrealized Losses | (95) | (35) |
Fair Value | 118,041 | 148,135 |
Corporate debt | Long-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 44,214 | 33,197 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 21 | 962 |
Gross Unrealized Losses | (2,877) | (146) |
Fair Value | 41,358 | 34,013 |
ABS and other | Short-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 859 | |
Allowance for Credit Losses | 0 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (15) | |
Fair Value | 844 | |
ABS and other | Long-term investments: | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,569 | 7,033 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 0 | 82 |
Gross Unrealized Losses | (583) | (30) |
Fair Value | $ 5,986 | $ 7,085 |
Investments in Marketable Deb_4
Investments in Marketable Debt Securities, Available-for-Sale - Amortized Cost and Fair Value of Investments in Available for Sale Securities Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | $ 209,028 | $ 221,957 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (3,501) | (503) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 79,003 | 146 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (2,007) | (8) |
Available for sale securities continuous unrealized loss position, fair value | 288,031 | 222,103 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (5,508) | (511) |
U.S. treasuries | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 73,055 | 103,019 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (1,232) | (297) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 66,144 | 0 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (640) | 0 |
Available for sale securities continuous unrealized loss position, fair value | 139,199 | 103,019 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (1,872) | (297) |
U.S. government sponsored entities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 447 | 115 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (46) | (3) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 87 | 0 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (20) | 0 |
Available for sale securities continuous unrealized loss position, fair value | 534 | 115 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (66) | (3) |
Corporate debt | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 130,816 | 115,908 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (1,909) | (173) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 10,681 | 146 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (1,063) | (8) |
Available for sale securities continuous unrealized loss position, fair value | 141,497 | 116,054 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (2,972) | (181) |
ABS and other | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 4,710 | 2,915 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (314) | (30) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 2,091 | 0 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (284) | 0 |
Available for sale securities continuous unrealized loss position, fair value | 6,801 | 2,915 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | $ (598) | $ (30) |
Investments in Marketable Deb_5
Investments in Marketable Debt Securities, Available-for-Sale - Gross Realized Gains and Losses from Sale of Available for Sale Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||
Gross realized gains | $ 113 | $ 221 | $ 241 |
Gross realized losses | $ (27) | $ (2) | $ (49) |
Investments in Marketable Deb_6
Investments in Marketable Debt Securities, Available-for-Sale - Narrative (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Weighted average contractual maturity | 1 year 1 month 6 days | 1 year 6 months |
Fitch, AA Rating | Moody's, Aaa Rating | Standard & Poor's, AA Rating | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Weighted average contractual maturity | 1 year 1 month 28 days | |
Fitch, AA+ Rating | Moody's, Aa3 Rating | Standard & Poor's, AA+ Rating | Weighted Average Credit AA Plus Rating | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale, securities number of unrealized loss positions | 224 | |
Available-for-sale, securities in unrealized loss positions, accumulated loss | $ (5,500) | |
Percentage of amortized cost | 1.68% |
Investments in Marketable Deb_7
Investments in Marketable Debt Securities, Available-for-Sale - Schedule of Amortized Cost and Fair Value of Marketable Securities, Available-for-Sale, by Contractual Maturity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amortized Cost | ||
Due in one year or less | $ 254,683 | $ 183,915 |
Due after one year through five years | 56,507 | 96,035 |
Due after five years through ten years | 13,435 | 11,129 |
Due after ten years | 2,876 | 4,694 |
Amortized Cost | 327,501 | 295,773 |
Fair Value | ||
Due in one year or less | 253,434 | 183,868 |
Due after one year through five years | 54,169 | 96,257 |
Due after five years through ten years | 11,850 | 11,601 |
Due after ten years | 2,576 | 4,752 |
Fair Value | $ 322,029 | $ 296,478 |
Weighted average contractual maturity | 1 year 1 month 6 days | 1 year 6 months |
Acquisitions, Goodwill and Ot_3
Acquisitions, Goodwill and Other Intangible Assets - Narrative (Detail) - 12 months ended Dec. 31, 2022 | Segment | reportingUnit |
Business Combination and Asset Acquisition [Abstract] | ||
Number of reporting units | 1 | 1 |
Acquisitions, Goodwill and Ot_4
Acquisitions, Goodwill and Other Intangible Assets - Summary of Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |||
Goodwill, gross carrying amount | $ 37,914 | $ 34,071 | |
Intangible assets, gross carrying amount | 32,287 | 23,974 | |
Goodwill and intangible assets, gross carrying amount, total | 70,201 | 58,045 | |
Intangible assets, accumulated amortization | (14,505) | (9,940) | |
Goodwill, net book value | 37,914 | 34,071 | $ 33,375 |
Intangible assets, net book value | 17,782 | 14,034 | |
Goodwill and intangible assets, net book value | $ 55,696 | $ 48,105 | |
Weighted average amortization intangible assets | 4 years 6 months 14 days | 5 years 6 months 10 days | |
Amortization expense | $ 4,700 | $ 3,800 |
Acquisitions, Goodwill and Ot_5
Acquisitions, Goodwill and Other Intangible Assets - Summary of Net Change in Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 34,071 | $ 33,375 |
Additions from acquisitions | 3,843 | 696 |
Ending balance | $ 37,914 | $ 34,071 |
Acquisitions, Goodwill and Ot_6
Acquisitions, Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
2023 | $ 4,599 | |
2024 | 4,089 | |
2025 | 3,871 | |
2026 | 2,156 | |
2027 | 1,736 | |
Thereafter | 1,331 | |
Total | $ 17,782 | $ 14,034 |
Selected Balance Sheet Data - S
Selected Balance Sheet Data - Schedule of Advances and Loans, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Advances and Loans | ||
Beginning balance | $ 789 | $ 563 |
Credit loss expense (recovery) | (48) | 255 |
Write-off | 50 | (29) |
Ending balance | 791 | 789 |
Commissions Receivable | ||
Beginning balance | 5 | |
Credit loss expense (recovery) | (4) | (89) |
Write-off | 0 | 0 |
Ending balance | 1 | 5 |
Total | ||
Beginning balance | 794 | |
Credit loss expense (recovery) | (52) | 166 |
Write-off | 50 | (29) |
Ending balance | $ 792 | 794 |
Accounting Standards Update 2016-13 | ||
Commissions Receivable | ||
Beginning balance | 94 | |
Total | ||
Beginning balance | $ 657 |
Selected Balance Sheet Data -_2
Selected Balance Sheet Data - Schedule of Other Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Assets [Line Items] | ||
Other assets, current | $ 7,282 | $ 5,270 |
Other assets, non-current | $ 15,859 | 13,146 |
Treasury note term | 1 year | |
MSRs, net of amortization | ||
Other Assets [Line Items] | ||
Other assets, current | $ 0 | 0 |
Other assets, non-current | 0 | 1,855 |
Security deposits | ||
Other Assets [Line Items] | ||
Other assets, current | 0 | 0 |
Other assets, non-current | 1,625 | 1,395 |
Employee notes receivable | ||
Other Assets [Line Items] | ||
Other assets, current | 6 | 40 |
Other assets, non-current | 0 | 0 |
Securities, held-to-maturity | ||
Other Assets [Line Items] | ||
Other assets, current | 0 | 0 |
Other assets, non-current | 9,500 | 9,500 |
Loan performance fee receivable | ||
Other Assets [Line Items] | ||
Other assets, current | 766 | 0 |
Other assets, non-current | 4,261 | 0 |
Prepaid lease costs, trusts and other | ||
Other Assets [Line Items] | ||
Other assets, current | 6,510 | 5,230 |
Other assets, non-current | $ 473 | $ 396 |
Selected Balance Sheet Data -_3
Selected Balance Sheet Data - Summary of Net Change in Carrying Value of MSRs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beginning balance | $ 1,855 | $ 1,897 |
Additions | 0 | 483 |
Amortization | (1,275) | (525) |
Reclassification to assets held for sale | (280) | 0 |
Loss on sale | (300) | 0 |
Ending balance | $ 0 | $ 1,855 |
Selected Balance Sheet Data - N
Selected Balance Sheet Data - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Jan. 01, 2022 | Jan. 01, 2021 | Jan. 01, 2020 | Jan. 01, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2013 | |
Schedule Of Accrued Expenses [Line Items] | ||||||||
SARs frozen liability amount | $ 13,137 | $ 14,918 | ||||||
Treasury note term | 1 year | |||||||
Interest expense | $ 708 | 580 | $ 900 | |||||
Commissions Payable | ||||||||
Schedule Of Accrued Expenses [Line Items] | ||||||||
Maximum payment deferral period for certain commissions payable | 3 years | |||||||
Mortgage servicing rights | ||||||||
Schedule Of Accrued Expenses [Line Items] | ||||||||
Servicing portfolio of commercial real estate loans, unpaid principal balance | 1,700,000 | |||||||
SARs | ||||||||
Schedule Of Accrued Expenses [Line Items] | ||||||||
SARs frozen liability amount | $ 20,000 | |||||||
Treasury note term | 10 years | |||||||
Base spread on SARs liability variable rate | 2% | |||||||
SARs liability interest accrual rates | 3.63% | 2.93% | 3.92% | |||||
Interest expense | $ 542 | 488 | $ 710 | |||||
Payments made during the period | $ 2,200 | 2,200 | ||||||
Deferred Compensation Liability | ||||||||
Schedule Of Accrued Expenses [Line Items] | ||||||||
Fair value of deferred compensation plan assets | 110% | |||||||
Payments made during the period | $ 1,100 | $ 1,500 | ||||||
Deferred Compensation Liability | Minimum | ||||||||
Schedule Of Accrued Expenses [Line Items] | ||||||||
Payout period | 2 years | |||||||
Deferred Compensation Liability | Maximum | ||||||||
Schedule Of Accrued Expenses [Line Items] | ||||||||
Payout period | 15 years |
Selected Balance Sheet Data - C
Selected Balance Sheet Data - Components of Deferred Compensation and Commissions (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
SARs liability | $ 2,323 | $ 2,241 |
Commissions payable to investment sales and financing professionals | 72,247 | 110,769 |
Deferred compensation liability | 493 | 1,080 |
Other | 258 | 595 |
Deferred compensation and commissions, current | 75,321 | 114,685 |
Non-Current | ||
SARs liability | 13,137 | 14,918 |
Commissions payable to investment sales and financing professionals | 45,156 | 31,697 |
Deferred compensation liability | 6,168 | 6,921 |
Other | 0 | 0 |
Deferred compensation and commissions | $ 64,461 | $ 53,536 |
Selected Balance Sheet Data -_4
Selected Balance Sheet Data - Summary of Net Change in Carrying Value of Assets Held in Rabbi Trust and Deferred Compensation Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
(Decrease) increase in the carrying value of the assets held in the rabbi trust | $ (1,743) | $ 1,445 | $ 1,042 |
Decrease (increase) in the net carrying value of the deferred compensation obligation | $ 1,743 | $ (1,104) | $ (799) |
Selected Balance Sheet Data -_5
Selected Balance Sheet Data - Schedule of Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current | ||
Deferred consideration | $ 3,633 | $ 5,112 |
Contingent consideration | 1,726 | 2,681 |
Dividends payable | 612 | 0 |
Stock repurchase payable | 565 | 0 |
Other | 3,397 | 991 |
Other liabilities, current | 9,933 | 8,784 |
Non-Current | ||
Deferred consideration | 1,486 | 4,689 |
Contingent consideration | 5,341 | 6,631 |
Dividends payable | 1,603 | 0 |
Stock repurchase payable | 0 | 0 |
Other | 184 | 74 |
Other liabilities, non-current | $ 8,614 | $ 11,394 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Operating lease cost | $ 26,038 | $ 26,209 | |
Aggregate principal amount for employee notes receivable | 4 | 40 | |
MMC | |||
Related Party Transaction [Line Items] | |||
Real estate brokerage commissions and financing fees from transactions with subsidiaries of Marcus & Millichap Company | 3,600 | 2,400 | $ 2,900 |
Commission expenses for transactions with subsidiaries of Marcus & Millichap Company | 2,400 | 1,400 | 1,700 |
Operating lease cost | 1,300 | 1,300 | 1,300 |
Accounts payable and other liabilities - related party | 79 | 93 | |
MMC | Transition Services Agreement | |||
Related Party Transaction [Line Items] | |||
Selling, general and administrative expense | $ (64) | $ (12) | $ 68 |
Chairman and Founder | |||
Related Party Transaction [Line Items] | |||
Beneficial ownership percentage | 38% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Assets held in rabbi trust | $ 9,553 | $ 11,508 | |
Marketable debt securities, available-for-sale | 322,029 | 296,478 | |
Liabilities: | |||
Deferred consideration | 5,119 | 9,801 | |
Deferred compensation liability | 6,661 | 8,001 | |
Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 253,434 | 183,868 | |
Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 68,595 | 112,610 | |
U.S. treasuries | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 134,549 | 35,733 | |
U.S. treasuries | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 20,715 | 70,767 | |
U.S. government sponsored entities | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 536 | 745 | |
Corporate debt | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 118,041 | 148,135 | |
Corporate debt | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 41,358 | 34,013 | |
ABS and other | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 844 | ||
ABS and other | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 5,986 | 7,085 | |
Recurring | |||
Assets | |||
Cash and cash equivalents | 180,349 | 219,933 | |
Recurring | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 253,434 | 183,868 | |
Recurring | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 68,595 | 112,610 | |
Recurring | Commercial paper | |||
Assets | |||
Cash and cash equivalents | 41,324 | 8,948 | |
Recurring | Money market funds | |||
Assets | |||
Cash and cash equivalents | 139,025 | 210,985 | |
Recurring | Assets held in rabbi trust | |||
Assets | |||
Assets held in rabbi trust | 9,553 | 11,508 | |
Recurring | U.S. treasuries | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 134,549 | 35,733 | |
Recurring | U.S. treasuries | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 20,715 | 70,767 | |
Recurring | U.S. government sponsored entities | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 536 | 745 | |
Recurring | Corporate debt | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 118,041 | 148,135 | |
Recurring | Corporate debt | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 41,358 | 34,013 | |
Recurring | ABS and other | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 844 | 0 | |
Recurring | ABS and other | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 5,986 | 7,085 | |
Level 1 | Recurring | |||
Assets | |||
Cash and cash equivalents | 139,025 | 210,985 | |
Liabilities: | |||
Deferred consideration | 0 | 0 | |
Deferred compensation liability | 6,661 | 8,001 | |
Level 1 | Recurring | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 134,549 | 35,733 | |
Level 1 | Recurring | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 20,715 | 70,767 | |
Level 1 | Recurring | Commercial paper | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Level 1 | Recurring | Money market funds | |||
Assets | |||
Cash and cash equivalents | 139,025 | 210,985 | |
Level 1 | Recurring | Assets held in rabbi trust | |||
Assets | |||
Assets held in rabbi trust | 0 | 0 | |
Level 1 | Recurring | U.S. treasuries | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 134,549 | 35,733 | |
Level 1 | Recurring | U.S. treasuries | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 20,715 | 70,767 | |
Level 1 | Recurring | U.S. government sponsored entities | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 1 | Recurring | Corporate debt | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 1 | Recurring | Corporate debt | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 1 | Recurring | ABS and other | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 1 | Recurring | ABS and other | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 2 | Recurring | |||
Assets | |||
Cash and cash equivalents | 41,324 | 8,948 | |
Liabilities: | |||
Deferred consideration | 5,119 | 9,801 | |
Deferred compensation liability | 0 | 0 | |
Level 2 | Recurring | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 118,885 | 148,135 | |
Level 2 | Recurring | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 47,880 | 41,843 | |
Level 2 | Recurring | Commercial paper | |||
Assets | |||
Cash and cash equivalents | 41,324 | 8,948 | |
Level 2 | Recurring | Money market funds | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Level 2 | Recurring | Assets held in rabbi trust | |||
Assets | |||
Assets held in rabbi trust | 9,553 | 11,508 | |
Level 2 | Recurring | U.S. treasuries | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 2 | Recurring | U.S. treasuries | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 2 | Recurring | U.S. government sponsored entities | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 536 | 745 | |
Level 2 | Recurring | Corporate debt | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 118,041 | 148,135 | |
Level 2 | Recurring | Corporate debt | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 41,358 | 34,013 | |
Level 2 | Recurring | ABS and other | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 844 | 0 | |
Level 2 | Recurring | ABS and other | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 5,986 | 7,085 | |
Level 3 | Recurring | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Liabilities: | |||
Deferred consideration | 0 | 0 | |
Deferred compensation liability | 0 | 0 | |
Level 3 | Recurring | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | Commercial paper | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Level 3 | Recurring | Money market funds | |||
Assets | |||
Cash and cash equivalents | 0 | 0 | |
Level 3 | Recurring | Assets held in rabbi trust | |||
Assets | |||
Assets held in rabbi trust | 0 | 0 | |
Level 3 | Recurring | U.S. treasuries | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | U.S. treasuries | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | U.S. government sponsored entities | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | Corporate debt | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | Corporate debt | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | ABS and other | Short-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Level 3 | Recurring | ABS and other | Long-term investments: | |||
Assets | |||
Marketable debt securities, available-for-sale | 0 | 0 | |
Contingent consideration | |||
Liabilities: | |||
Contingent consideration | 7,067 | 9,312 | $ 5,572 |
Contingent consideration | Level 1 | Recurring | |||
Liabilities: | |||
Contingent consideration | 0 | 0 | |
Contingent consideration | Level 2 | Recurring | |||
Liabilities: | |||
Contingent consideration | 0 | 0 | |
Contingent consideration | Level 3 | |||
Liabilities: | |||
Contingent consideration | $ 7,067 | $ 9,312 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, assets, level 3 transfers, amount | $ 0 | |
Contingent and deferred consideration, maximum undiscounted payment | $ 21,300,000 | $ 28,600,000 |
Recurring | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out period for contingent and deferred consideration | 1 year | |
Recurring | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out period for contingent and deferred consideration | 5 years |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation of Contingent Consideration Measured at Fair Value on Recurring Basis (Detail) - Contingent consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 9,312 | $ 5,572 |
Contingent consideration in connection with acquisitions | 0 | (100) |
Change in fair value of contingent consideration | (161) | 4,659 |
Payments of contingent consideration | (2,084) | (819) |
Ending balance | $ 7,067 | $ 9,312 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Liabilities Measured On Recurring Basis Valuation Techniques (Detail) - Contingent consideration $ in Thousands | Dec. 31, 2022 USD ($) yr | Dec. 31, 2021 USD ($) yr | Dec. 31, 2020 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ | $ 7,067 | $ 9,312 | $ 5,572 |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ | $ 7,067 | $ 9,312 | |
Level 3 | Recurring | Expected life of cash flows | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | yr | 0.4 | 1.4 | |
Level 3 | Recurring | Expected life of cash flows | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | yr | 4.83 | 5.8 | |
Level 3 | Recurring | Expected life of cash flows | Weighted Average | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | yr | 2.7 | 3.4 | |
Level 3 | Recurring | Discount rate | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | 0.060 | 0.022 | |
Level 3 | Recurring | Discount rate | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | 0.070 | 0.035 | |
Level 3 | Recurring | Discount rate | Weighted Average | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | (0.065) | (0.029) | |
Level 3 | Recurring | Probability of achievement | Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | 0 | 0.290 | |
Level 3 | Recurring | Probability of achievement | Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | 1 | 1 | |
Level 3 | Recurring | Probability of achievement | Weighted Average | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Range (Weighted Average) | (0.954) | (0.952) | |
Level 3 | Recurring | Discounted cash flow | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ | $ 7,067 | $ 9,312 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Detail) - USD ($) | 12 Months Ended | ||||
Aug. 02, 2022 | Feb. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||||
Common stock, shares issued (in shares) | 39,255,838 | 39,692,373 | |||
Common stock, shares outstanding (in shares) | 39,255,838 | 39,692,373 | |||
Common stock share, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, dividends (in dollars per share) | $ 0.25 | $ 0.25 | |||
Common stock, special dividends (in dollars per share) | $ 1 | ||||
Payment of dividends | $ 60,358,000 | $ 0 | $ 0 | ||
Dividends payable | $ 2,200,000 | ||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Undistributed earnings of foreign subsidiary | $ 0 | $ 0 | |||
Stock repurchase program, authorized amount | $ 70,000,000 | ||||
Shares repurchased and retired (in shares) | 864,271 | ||||
Value of shares repurchased and retired | $ 29,600,000 | ||||
Average cost per share (in dollars per share) | $ 34.27 | ||||
Shares repurchased but not settled | $ 600,000 | ||||
Remaining authorized repurchased amount | $ 40,400,000 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - 2013 Omnibus Equity Incentive Plan (Detail) | Dec. 31, 2022 shares |
Share-Based Payment Arrangement [Abstract] | |
Common stock shares available for grant (in shares) | 3,806,730 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Awards Granted and Settled (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested shares (in shares) | 306,276 | 277,253 | 284,503 |
2013 Omnibus Equity Incentive Plan | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding under compensation plan (in shares) | 0 | ||
Number of shares issued under compensation plan (in shares) | 0 | ||
Restricted Stock Awards | 2013 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Vested shares (in shares) | 13,323 | ||
Restricted Stock Units | 2013 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Vested shares (in shares) | 292,953 | ||
Performance Shares | 2013 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding under compensation plan (in shares) | 0 | ||
Number of shares issued under compensation plan (in shares) | 0 | ||
Performance Units | 2013 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding under compensation plan (in shares) | 0 | ||
Number of shares issued under compensation plan (in shares) | 0 | ||
SARs | 2013 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding under compensation plan (in shares) | 0 | ||
Number of shares issued under compensation plan (in shares) | 0 | ||
Deferred Stock Units | 2013 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested shares (in shares) | 86,049 | ||
Restricted Stock and Deferred Stock Units | 2013 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of common stock shares withheld to pay employee statutory withholding taxes (in shares) | 120,341 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Outstanding Awards (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Nonvested shares at beginning (in shares) | 980,936 | 918,379 | 800,075 |
Granted (in shares) | 1,094,507 | 381,215 | 434,705 |
Vested (in shares) | (306,276) | (277,253) | (284,503) |
Forfeited/canceled (in shares) | (27,706) | (41,405) | (31,898) |
Nonvested shares at ending (in shares) | 1,741,461 | 980,936 | 918,379 |
Weighted- Average Grant Date Fair Value Per Share | |||
Nonvested at beginning (in dollars per share) | $ 36.32 | $ 33.73 | $ 33.91 |
Granted (in dollars per share) | 45.41 | 39.03 | 32.80 |
Vested (in dollars per share) | 35.49 | 31.89 | 32.74 |
Forfeited/canceled (in dollars per share) | 39.11 | 33.47 | 34.49 |
Nonvested at ending (in dollars per share) | $ 42.14 | $ 36.32 | $ 33.73 |
Dividends payable | $ 2,200,000 | ||
Restricted Stock Awards | 2013 Omnibus Equity Incentive Plan | |||
Shares | |||
Vested (in shares) | (13,323) | ||
Restricted Stock Units | 2013 Omnibus Equity Incentive Plan | |||
Shares | |||
Vested (in shares) | (292,953) | ||
RSUs and RSAs | |||
Weighted- Average Grant Date Fair Value Per Share | |||
Unrecognized stock-based compensation expense as of year end | $ 60,200,000 | ||
Unrecognized stock-based compensation expenses recognition period | 3 years 9 months 7 days | ||
RSUs and RSAs | 2013 Omnibus Equity Incentive Plan | |||
Weighted- Average Grant Date Fair Value Per Share | |||
Fair value of vested, during period | $ 13,400,000 | $ 10,200,000 | $ 8,900,000 |
Deferred Stock Units | 2013 Omnibus Equity Incentive Plan | |||
Shares | |||
Vested (in shares) | (86,049) | ||
Weighted- Average Grant Date Fair Value Per Share | |||
Fair value of vested, during period | $ 13,400,000 | $ 2,400,000 | $ 0 |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Employee Stock Purchase Plan (ESPP) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock shares available for issuance (in shares) | 3,806,730 |
ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Length of purchase intervals | 6 months |
ESPP discount rate | 10% |
Stock plan offering period | 6 months |
Common stock available for future issuance authorized annual share increase | 366,667 |
Common stock shares available for issuance (in shares) | 136,912 |
Unrecognized stock-based compensation expense | $ | $ 83 |
Unrecognized stock-based compensation expenses recognition period | 4 months 13 days |
Employee Stock Purchase Plan - Annual Available for Issuance Share Increase | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock available for future issuance authorized annual percentage increase | 1% |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans - SARs and DSUs (Detail) - shares | 12 Months Ended | |||
Nov. 05, 2013 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested shares (in shares) | 306,276 | 277,253 | 284,503 | |
Deferred stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
DSU settlement to common stock percentage | 20% | |||
DSU settlement into actual stock issued term | 5 years | |||
Employee termination age | 67 years | |||
Percentage of shares of deferred stock units settled in the event of death or termination after reaching age 67 | 100% | |||
Deferred stock units | 2013 Omnibus Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested shares (in shares) | 281,193 |
Stock-Based Compensation Plan_7
Stock-Based Compensation Plans - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 17,312 | $ 10,361 | $ 9,905 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 150 | 142 | 168 |
RSUs and RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 17,162 | $ 10,219 | $ 9,737 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income from Continuing Operations before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income (loss) before provision for income taxes: | |||
Income before provision for income taxes | $ 142,029 | $ 193,303 | $ 59,364 |
United States | |||
Income (loss) before provision for income taxes: | |||
Income before provision for income taxes | 143,815 | 193,147 | 62,206 |
Foreign | |||
Income (loss) before provision for income taxes: | |||
Income before provision for income taxes | $ (1,786) | $ 156 | $ (2,842) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal: | |||
Current | $ 34,968 | $ 48,785 | $ 12,437 |
Deferred | (4,973) | (9,600) | 310 |
Provision for Income Taxes, Federal | 29,995 | 39,185 | 12,747 |
State: | |||
Current | 8,857 | 13,903 | 3,616 |
Deferred | (1,100) | (2,243) | 163 |
Provision for Income Taxes, State | 7,757 | 11,660 | 3,779 |
Foreign: | |||
Current | 0 | 0 | 0 |
Deferred | 52 | (12) | 0 |
Provision for Income Taxes, Foreign | 52 | (12) | 0 |
Provision for income taxes | $ 37,804 | $ 50,833 | $ 16,526 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets (Liabilities), Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Accrued expenses and bonuses | $ 6,406 | $ 6,822 |
Bad debt and other reserves | 9,655 | 6,989 |
Deferred compensation | 21,018 | 18,287 |
Operating lease ROU assets, net | 20,798 | 20,937 |
Stock-based compensation | 7,273 | 7,031 |
Net operating and capital loss carryforwards | 3,835 | 3,769 |
State taxes | 0 | 92 |
Other comprehensive income (loss) | 1,676 | 0 |
Amortizable intangibles and other | 2,221 | 1,577 |
Deferred tax assets before valuation allowance | 72,882 | 65,504 |
Valuation allowance | (4,935) | (4,599) |
Deferred Tax Assets | 67,947 | 60,905 |
Deferred Tax Liabilities: | ||
Fixed assets | (5,715) | (6,552) |
Operating lease liabilities | (18,523) | (18,697) |
Prepaid expenses | (1,180) | (1,513) |
State taxes | (472) | 0 |
Other comprehensive income (loss) | 0 | (195) |
Goodwill and other | (736) | (212) |
Deferred Tax Liabilities | (26,626) | (27,169) |
Deferred Tax Assets, Net | $ 41,321 | $ 33,736 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
State and Canadian net operating losses (NOLs) | $ 14,200,000 | $ 14,700,000 | |
Valuation allowance, deferred tax assets | 4,935,000 | 4,599,000 | |
Change in valuation allowance, deferred tax assets | 337,000 | 179,000 | $ 497,000 |
Decrease in unrecognized tax benefits that is reasonably possible | 304,000 | ||
Unrecognized tax benefits related to penalties | 0 | 0 | |
Undistributed earnings of foreign subsidiary | 0 | 0 | |
Tax Year 2022 | |||
Income Taxes [Line Items] | |||
Interest on income taxes expense | $ 6,000 | ||
Tax Year 2021 | |||
Income Taxes [Line Items] | |||
Interest on income taxes expense | $ 6,000 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes and Income before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | |||
Income tax expense at the federal statutory rate | $ 29,826 | $ 40,594 | $ 12,466 |
State income tax expense, net of federal benefit | 6,127 | 9,210 | 2,983 |
(Windfall) shortfall tax benefits, net related to stock-based compensation | (2,714) | (555) | 240 |
Change in valuation allowance | 337 | 179 | 497 |
Permanent and other items | 4,228 | 1,405 | 340 |
Provision for income taxes | $ 37,804 | $ 50,833 | $ 16,526 |
Rate | |||
Income tax expense at the federal statutory rate | 21% | 21% | 21% |
State income tax expense, net of federal benefit | 4.30% | 4.80% | 5% |
(Windfall) shortfall tax benefits, net related to stock-based compensation | (1.90%) | (0.30%) | 0.40% |
Change in valuation allowance | 0.20% | 0.10% | 0.80% |
Permanent and other items | 3% | 0.70% | 0.60% |
Provision for income taxes | 26.60% | 26.30% | 27.80% |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 304 | $ 55 | $ 775 |
Prior periods | (304) | ||
Prior periods | 1 | 0 | |
Current period | 0 | 304 | 0 |
Expiration of applicable statutes of limitation | 0 | (56) | (720) |
Ending balance | $ 0 | $ 304 | $ 55 |
Retirement Plans - Narrative (D
Retirement Plans - Narrative (Detail) - Contribution Plan - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, maximum percentage of employee contribution | 100% | ||
Defined contribution plan, maximum annual employer contribution per employee | $ 4,000 | ||
Defined contribution plan, matching employer contributions | $ 2,000,000 | $ 1,200,000 | $ 1,000,000 |
One Year of Service | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, vesting percentage per year | 33% | ||
Two Year of Service | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, vesting percentage per year | 66% | ||
Three Year of Service | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, vesting percentage per year | 100% |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted Earnings Per Share, Including Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator (Basic and Diluted): | |||
Net income | $ 104,225 | $ 142,470 | $ 42,838 |
Change in value for stock settled consideration | (37) | 27 | (3) |
Adjusted net income | $ 104,188 | $ 142,497 | $ 42,835 |
Denominator: | |||
Weighted average common shares issued and outstanding (in shares) | 39,751 | 39,575 | 39,318 |
Deduct: Unvested RSAs (in shares) | (12) | (14) | (18) |
Add: Fully vested DSUs (in shares) | 154 | 327 | 342 |
Weighted average common shares outstanding (in shares) | 39,893 | 39,888 | 39,642 |
Basic earnings per common share (in dollars per share) | $ 2.61 | $ 3.57 | $ 1.08 |
Weighted average common shares outstanding from above (in shares) | 39,893 | 39,888 | 39,642 |
Add: Dilutive effect of RSUs, RSAs & ESPP (in shares) | 207 | 206 | 67 |
Add: Contingently issuable shares (in shares) | 86 | 93 | 26 |
Weighted average common shares outstanding (in shares) | 40,186 | 40,187 | 39,735 |
Diluted earnings per common share (in dollars per share) | $ 2.59 | $ 3.55 | $ 1.08 |
Antidilutive shares excluded from diluted earnings per common share (in shares) | 1,084 | 366 | 684 |
Restricted Stock Awards | 2013 Omnibus Equity Incentive Plan | |||
Denominator: | |||
Vesting period | 1 year |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Detail) - USD ($) | 12 Months Ended | |||
Jul. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | ||||
Interest expense | $ 708,000 | $ 580,000 | $ 900,000 | |
Guarantee obligations, maximum exposure | 55,700,000 | |||
Maximum unpaid loan amount for which guarantee obligation granted | 334,000,000 | |||
Allowance for loss sharing | 275,000 | |||
Amount pledged in support of guarantee obligation | 15,800 | |||
Other commitment amount | 16,100,000 | |||
Line of Credit | Revolving Credit Facility | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Senior secured revolving credit facility maximum borrowing capacity | 60,000,000 | |||
Debt instrument, term | 3 years | |||
Standby letters of credit borrowing capacity | 10,000,000 | |||
Standby letters of credit, utilized amount | $ 533,000 | |||
Credit agreement, unused capacity, commitment fee percentage | 0.10% | |||
Interest expense | $ 167,000 | $ 87,000 | $ 93,000 | |
Credit agreement, amount outstanding | $ 0 | |||
Minimum EBITDAR coverage ratio | 0.0125 | |||
Maximum funded debt to EBITDA ratio | 2 | |||
Credit agreement, pledge percentage | 100% | |||
Minimum | Line of Credit | Secured Overnight Financing Rate (SOFR) | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Base spread on variable rate | 1% | |||
Maximum | Line of Credit | Secured Overnight Financing Rate (SOFR) | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Base spread on variable rate | 1.25% |
Subsequent Events (Detail)
Subsequent Events (Detail) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 12 Months Ended | ||
Feb. 27, 2023 | Feb. 23, 2023 | Dec. 31, 2022 | Apr. 06, 2023 | |
Subsequent Event [Line Items] | ||||
Dividends payable | $ 2.2 | |||
Shares repurchased and retired (in shares) | 864,271 | |||
Value of shares repurchased and retired | $ 29.6 | |||
Forecast | ||||
Subsequent Event [Line Items] | ||||
Dividends payable | $ 10.4 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Shares repurchased and retired (in shares) | 11,850 | |||
Value of shares repurchased and retired | $ 0.4 | |||
Unvested Restricted Stock and Deferred Stock Units | 2013 Plan | Forecast | ||||
Subsequent Event [Line Items] | ||||
Dividends payable | $ 0.5 | |||
Semi Annual Regular Dividend | Forecast | ||||
Subsequent Event [Line Items] | ||||
Dividends payable (in dollars per share) | $ 0.25 | |||
Mortgage Brokerage Business | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Total consideration for business acquisitions and other commitments | $ 15.3 | |||
Payments for business acquisitions and other commitments | $ 9.3 |