Cover Page
Cover Page - $ / shares | 6 Months Ended | ||
Jun. 30, 2023 | Aug. 01, 2023 | Dec. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Jun. 30, 2023 | ||
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 Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Entity Common Stock, Shares Outstanding | 38,460,595 | ||
Entity Central Index Key | 0001578732 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | Q2 | ||
Document Fiscal Year Focus | 2023 | ||
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents, and restricted cash | $ 171,220 | $ 235,873 |
Commissions receivable | 9,954 | 8,453 |
Prepaid expenses | 8,872 | 9,411 |
Income tax receivable | 17,491 | 8,682 |
Marketable debt securities, available-for-sale (amortized cost of $165,471 and $254,682 at June 30, 2023 and December 31, 2022, respectively, and $0 allowance for credit losses) | 164,856 | 253,434 |
Advances and loans, net | 3,497 | 4,005 |
Other assets, current | 5,850 | 7,282 |
Total current assets | 381,740 | 527,140 |
Property and equipment, net | 28,462 | 27,644 |
Operating lease right-of-use assets, net | 102,741 | 87,945 |
Marketable debt securities, available-for-sale (amortized cost of $74,758 and $72,819 at June 30, 2023 and December 31, 2022, respectively, and $0 allowance for credit losses) | 70,711 | 68,595 |
Assets held in rabbi trust | 10,365 | 9,553 |
Deferred tax assets, net | 35,933 | 41,321 |
Goodwill and other intangible assets, net | 53,525 | 55,696 |
Advances and loans, net | 181,944 | 169,955 |
Other assets, non-current | 18,092 | 15,859 |
Total assets | 883,513 | 1,003,708 |
Current liabilities: | ||
Accounts payable and accrued expenses | 11,893 | 11,450 |
Deferred compensation and commissions | 43,351 | 75,321 |
Operating lease liabilities | 17,838 | 16,984 |
Accrued bonuses and other employee related expenses | 11,088 | 38,327 |
Other liabilities, current | 4,899 | 9,933 |
Total current liabilities | 89,069 | 152,015 |
Deferred compensation and commissions | 41,299 | 64,461 |
Operating lease liabilities | 78,707 | 65,109 |
Other liabilities, non-current | 10,519 | 8,614 |
Total liabilities | 219,594 | 290,199 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Common stock | 4 | 4 |
Additional paid-in capital | 140,142 | 131,541 |
Retained earnings | 526,373 | 585,581 |
Accumulated other comprehensive loss | (2,600) | (3,617) |
Total stockholders’ equity | 663,919 | 713,509 |
Total liabilities and stockholders’ equity | $ 883,513 | $ 1,003,708 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Amortized cost, current | $ 165,471 | $ 254,682 |
Allowance for credit losses, current | 0 | 0 |
Amortized cost, noncurrent | 74,758 | 72,819 |
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) | 38,460,595 | 39,255,838 |
Common stock, shares outstanding (in shares) | 38,460,595 | 39,255,838 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 162,866 | $ 395,957 | $ 317,658 | $ 715,421 |
Operating expenses: | ||||
Cost of services | 101,163 | 256,042 | 196,590 | 452,810 |
Selling, general and administrative | 68,910 | 79,841 | 141,129 | 154,376 |
Depreciation and amortization | 3,468 | 3,332 | 6,675 | 7,243 |
Total operating expenses | 173,541 | 339,215 | 344,394 | 614,429 |
Operating (loss) income | (10,675) | 56,742 | (26,736) | 100,992 |
Other income (expense), net | 4,890 | (461) | 9,700 | (11) |
Interest expense | (216) | (158) | (431) | (318) |
(Loss) income before provision (benefit) for income taxes | (6,001) | 56,123 | (17,467) | 100,663 |
Provision (benefit) for income taxes | 2,728 | 13,955 | (2,905) | 25,712 |
Net (loss) income | $ (8,729) | $ 42,168 | $ (14,562) | $ 74,951 |
(Loss) earnings per share: | ||||
Basic (in dollars per share) | $ (0.23) | $ 1.05 | $ (0.37) | $ 1.87 |
Diluted (in dollars per share) | $ (0.23) | $ 1.04 | $ (0.37) | $ 1.85 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 38,538,000 | 40,048,000 | 38,867,000 | 40,018,000 |
Diluted (in shares) | 38,538,000 | 40,342,000 | 38,867,000 | 40,390,000 |
Real estate brokerage commissions | ||||
Revenue: | ||||
Total revenue | $ 140,330 | $ 354,685 | $ 275,376 | $ 641,594 |
Financing fees | ||||
Revenue: | ||||
Total revenue | 17,896 | 36,811 | 33,764 | 63,264 |
Other revenue | ||||
Revenue: | ||||
Total revenue | $ 4,640 | $ 4,461 | $ 8,518 | $ 10,563 |
CONDENSED CONSOLIDATED STATEMET
CONDENSED CONSOLIDATED STATEMETNS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (8,729) | $ 42,168 | $ (14,562) | $ 74,951 |
Marketable debt securities, available-for-sale: | ||||
Change in net unrealized gains and losses | (516) | (1,558) | 600 | (3,915) |
Less: reclassification adjustment for net losses (gains) included in other income (expense), net | 17 | 7 | 17 | (77) |
Net change, net of tax of $(168) and $198 for the three and six months ended June 30, 2023, and $(528) and $(1,366) for the three and six months ended June 30, 2022, respectively | (499) | (1,551) | 617 | (3,992) |
Foreign currency translation gain, net of tax of $0 for each of the three and six months ended June 30, 2023 and 2022, respectively | 346 | 179 | 400 | 120 |
Total other comprehensive (loss) income | (153) | (1,372) | 1,017 | (3,872) |
Comprehensive (loss) income | $ (8,882) | $ 40,796 | $ (13,545) | $ 71,079 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMETNS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Marketable debt securities, available-for-sale, net change, tax | $ (168) | $ (528) | $ 198 | $ (1,366) |
Foreign currency translation loss, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning Balance (in shares) at Dec. 31, 2021 | 0 | 39,692,373 | ||||
Beginning Balance at Dec. 31, 2021 | $ 696,304,000 | $ 0 | $ 4,000 | $ 121,844,000 | $ 573,546,000 | $ 910,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net and comprehensive (loss) income | 71,079,000 | 74,951,000 | (3,872,000) | |||
Dividends | (52,136,000) | (52,136,000) | ||||
Stock-based compensation | 8,131,000 | 8,131,000 | ||||
Shares issued pursuant to employee stock purchase plan (in shares) | 11,089 | |||||
Shares issued pursuant to employee stock purchase plan | 414,000 | 414,000 | ||||
Issuance of common stock for settlement of deferred stock units (in shares) | 166,449 | |||||
Issuance of common stock for vesting of restricted stock units (in shares) | 212,234 | |||||
Issuance of common stock for unvested restricted stock awards (in shares) | 11,494 | |||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (158,020) | |||||
Shares withheld related to net share settlement of stock-based awards | (8,039,000) | (8,039,000) | ||||
Issuance of common stock for stock settled deferred consideration (in shares) | 28,673 | |||||
Issuance of stock for the settlement of deferred consideration | 1,417,000 | 1,417,000 | ||||
Ending Balance (in shares) at Jun. 30, 2022 | 0 | 39,964,292 | ||||
Ending Balance at Jun. 30, 2022 | 717,170,000 | $ 0 | $ 4,000 | 123,767,000 | 596,361,000 | (2,962,000) |
Beginning Balance (in shares) at Mar. 31, 2022 | 0 | 39,795,399 | ||||
Beginning Balance at Mar. 31, 2022 | 675,389,000 | $ 0 | $ 4,000 | 122,782,000 | 554,193,000 | (1,590,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net and comprehensive (loss) income | 40,796,000 | 42,168,000 | (1,372,000) | |||
Stock-based compensation | 4,275,000 | 4,275,000 | ||||
Shares issued pursuant to employee stock purchase plan (in shares) | 11,089 | |||||
Shares issued pursuant to employee stock purchase plan | 414,000 | 414,000 | ||||
Issuance of common stock for settlement of deferred stock units (in shares) | 166,449 | |||||
Issuance of common stock for vesting of restricted stock units (in shares) | 44,971 | |||||
Issuance of common stock for unvested restricted stock awards (in shares) | 11,494 | |||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (93,783) | |||||
Shares withheld related to net share settlement of stock-based awards | (5,121,000) | (5,121,000) | ||||
Issuance of common stock for stock settled deferred consideration (in shares) | 28,673 | |||||
Issuance of stock for the settlement of deferred consideration | 1,417,000 | 1,417,000 | ||||
Ending Balance (in shares) at Jun. 30, 2022 | 0 | 39,964,292 | ||||
Ending Balance at Jun. 30, 2022 | 717,170,000 | $ 0 | $ 4,000 | 123,767,000 | 596,361,000 | (2,962,000) |
Beginning Balance (in shares) at Dec. 31, 2022 | 0 | 39,255,838 | ||||
Beginning Balance at Dec. 31, 2022 | 713,509,000 | $ 0 | $ 4,000 | 131,541,000 | 585,581,000 | (3,617,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net and comprehensive (loss) income | (13,545,000) | (14,562,000) | 1,017,000 | |||
Dividends | (10,284,000) | (10,284,000) | ||||
Stock-based compensation | 10,362,000 | 10,362,000 | ||||
Shares issued pursuant to employee stock purchase plan (in shares) | 15,297 | |||||
Shares issued pursuant to employee stock purchase plan | 392,000 | 392,000 | ||||
Issuance of common stock for vesting of restricted stock units (in shares) | 337,796 | |||||
Issuance of common stock for unvested restricted stock awards (in shares) | 17,339 | |||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (125,319) | |||||
Shares withheld related to net share settlement of stock-based awards | (3,986,000) | (3,986,000) | ||||
Issuance of common stock for stock settled deferred consideration (in shares) | 58,205 | |||||
Issuance of stock for the settlement of deferred consideration | 1,833,000 | 1,833,000 | ||||
Repurchases of common stock (in shares) | (1,098,561) | |||||
Repurchases of common stock | (34,362,000) | (34,362,000) | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 0 | 38,460,595 | ||||
Ending Balance at Jun. 30, 2023 | 663,919,000 | $ 0 | $ 4,000 | 140,142,000 | 526,373,000 | (2,600,000) |
Beginning Balance (in shares) at Mar. 31, 2023 | 0 | 38,876,354 | ||||
Beginning Balance at Mar. 31, 2023 | 682,158,000 | $ 0 | $ 4,000 | 132,905,000 | 551,696,000 | (2,447,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net and comprehensive (loss) income | (8,882,000) | (8,729,000) | (153,000) | |||
Stock-based compensation | 5,351,000 | 5,351,000 | ||||
Shares issued pursuant to employee stock purchase plan (in shares) | 15,297 | |||||
Shares issued pursuant to employee stock purchase plan | 392,000 | 392,000 | ||||
Issuance of common stock for vesting of restricted stock units (in shares) | 43,923 | |||||
Issuance of common stock for unvested restricted stock awards (in shares) | 17,339 | |||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (11,885) | |||||
Shares withheld related to net share settlement of stock-based awards | (339,000) | (339,000) | ||||
Issuance of common stock for stock settled deferred consideration (in shares) | 58,205 | |||||
Issuance of stock for the settlement of deferred consideration | 1,833,000 | 1,833,000 | ||||
Repurchases of common stock (in shares) | (538,638) | |||||
Repurchases of common stock | (16,594,000) | (16,594,000) | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 0 | 38,460,595 | ||||
Ending Balance at Jun. 30, 2023 | $ 663,919,000 | $ 0 | $ 4,000 | $ 140,142,000 | $ 526,373,000 | $ (2,600,000) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net (loss) income | $ (14,562,000) | $ 74,951,000 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 6,675,000 | 7,243,000 |
Non-cash lease expense | 12,928,000 | 11,944,000 |
Credit loss expense (recovery) | 634,000 | (28,000) |
Stock-based compensation | 10,362,000 | 8,131,000 |
Deferred taxes, net | 5,188,000 | (130,000) |
Unrealized foreign exchange losses (gains) | (56,000) | 403,000 |
Net realized losses (gains) on marketable debt securities, available-for-sale | 23,000 | (96,000) |
Other non-cash items | (560,000) | (22,000) |
Changes in operating assets and liabilities: | ||
Commissions receivable | (1,396,000) | 2,922,000 |
Prepaid expenses | 540,000 | 3,177,000 |
Advances and loans | (12,043,000) | (48,539,000) |
Other assets | (4,981,000) | (2,818,000) |
Accounts payable and accrued expenses | 672,000 | (2,684,000) |
Income tax receivable and payable | (8,808,000) | (15,005,000) |
Accrued bonuses and other employee related expenses | (27,244,000) | (19,260,000) |
Deferred compensation and commissions | (54,154,000) | (61,047,000) |
Operating lease liabilities | (8,852,000) | (9,759,000) |
Other liabilities | 859,000 | (1,223,000) |
Net cash used in operating activities | (94,775,000) | (51,840,000) |
Cash flows from investing activities | ||
Acquisition of businesses, net of cash received | 0 | (12,500,000) |
Purchases of marketable debt securities, available-for-sale | (142,867,000) | (174,259,000) |
Proceeds from sales and maturities of marketable debt securities, available-for-sale | 230,795,000 | 135,206,000 |
Issuances of employee notes receivable | (119,000) | (71,000) |
Payments received on employee notes receivable | 33,000 | 71,000 |
Purchase of property and equipment | (5,469,000) | (5,022,000) |
Net cash provided by (used in) investing activities | 82,373,000 | (56,575,000) |
Cash flows from financing activities | ||
Taxes paid related to net share settlement of stock-based awards | (3,986,000) | (8,039,000) |
Proceeds from issuance of shares pursuant to employee stock purchase plan | 392,000 | 414,000 |
Dividends paid | (10,327,000) | (50,082,000) |
Principal payments on stock appreciation rights liability | (1,945,000) | (1,761,000) |
Principal payments on deferred and contingent consideration | (1,578,000) | (2,431,000) |
Cash paid for stock repurchases | (34,928,000) | 0 |
Net cash used in financing activities | (52,372,000) | (61,899,000) |
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash | 121,000 | (175,000) |
Net decrease in cash, cash equivalents, and restricted cash | (64,653,000) | (170,489,000) |
Cash, cash equivalents, and restricted cash at beginning of period | 235,873,000 | 382,140,000 |
Cash, cash equivalents, and restricted cash at end of period | 171,220,000 | 211,651,000 |
Supplemental cash flow disclosures: | ||
Interest paid during the period | 408,000 | 514,000 |
Income taxes paid, net | 714,000 | 40,046,000 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Unpaid purchases of property and equipment | 382,000 | 1,196,000 |
Right-of-use assets obtained in exchange for operating lease liabilities | 27,593,000 | 15,169,000 |
Issuance of stock for the settlement of deferred consideration | $ 1,833,000 | $ 1,417,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 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, research and advisory services. As of June 30, 2023, MMI operates 80 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 financial information presented in the accompanying unaudited condensed consolidated financial statements, has been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements and notes include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated financial position, results of operations and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto, including the Company’s accounting policies for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed on February 28, 2023 with the SEC. The results of the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, for other interim periods or for future years. Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosures at the date of the condensed 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 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. In September 2021, the Company entered into a Strategic Alliance (“Strategic Alliance”) with M&T Realty Capital Corporation (“MTRCC”) pursuant to which the Company has agreed to provide loan opportunities that may be funded through MTRCC’s Delegated Underwriting and Servicing Agreement (“DUS Agreement”) with the Federal National Mortgage Association (“Fannie Mae”) that requires MTRCC to guarantee a portion of each loan funded. 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 through the DUS Agreement. The Company manages and limits the concentration of risk related to the guarantees assumed by monitoring the underlying property type, geographic location, credit of the borrowers, underlying debt service coverage, and loan to value ratios. The Company derives its revenue from a broad range of real estate investors, owners, and users in the United States and Canada, none of which individually represents a significant concentration of credit risk. The Company maintains allowances, as needed, for estimated credit losses based on management’s assessment of the likelihood of collection. For the three and six months ended June 30, 2023 and 2022, no transaction represented 10% or more of total revenue. Further, while one or more transactions may represent 10% or more of commissions receivable at any reporting date, amounts due are typically collected within 10 days of settlement and, therefore, do not expose the Company to significant credit risk. During the three and six months ended June 30, 2023, the Company’s Canadian operations represented 3.5% and 3.2% of total revenue, respectively. During both the three and six months ended June 30, 2022, the Company’s Canadian operations represented 2.2% of total revenue. During each of the three and six months ended June 30, 2023 and 2022, no office represented 10% or more of total revenue. 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, debt and equity advisory services, loan sales, due diligence services, guarantee fees, and loan performance fees. Real Estate Brokerage Commissions Contracts for representing buyers and sellers of real estate are usually negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which occurs at the close of escrow. At that time, the Company's performance is complete, and revenue is recorded. Financing Fees Contracts for representing potential borrowers are usually negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which occurs 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 with 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 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 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 condensed consolidated statements of operations. The guarantee obligation is capped at 16.7% of any unpaid principal balance in excess 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 were current and the debt service payments were made by the borrowers. As of September 30, 2022, the Company no longer owns any mortgage servicing rights. Other Revenue |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, Computer software and hardware equipment $ 46,995 $ 42,617 Furniture, fixtures and equipment 26,964 26,453 Less: accumulated depreciation and amortization (45,497) (41,426) $ 28,462 $ 27,644 |
Investments in Marketable Debt
Investments in Marketable Debt Securities, Available-for-Sale | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Debt Securities, Available-for-Sale | Investments in Marketable Debt Securities, Available-for-Sale Amortized cost, allowance for credit losses, gross unrealized gains (losses) in accumulated other comprehensive (loss) income and fair value of marketable debt securities, available-for-sale, by type of security consisted of the following (in thousands): June 30, 2023 Amortized Allowance Gross Gross Fair Short-term investments: U.S. treasuries $ 65,984 $ — $ — $ (489) $ 65,495 Corporate debt 99,487 — 1 (127) 99,361 $ 165,471 $ — $ 1 $ (616) $ 164,856 Long-term investments: U.S. treasuries $ 18,115 $ — $ — $ (706) $ 17,409 U.S. government sponsored entities 574 — — (64) 510 Corporate debt 44,923 — 6 (2,679) 42,250 Asset-backed securities (“ABS”) and other 11,146 — — (604) 10,542 $ 74,758 $ — $ 6 $ (4,053) $ 70,711 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 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 The Company’s investments in marketable debt securities, available-for-sale, that have been in a continuous unrealized loss position, for which an allowance for credit losses has not been recorded, by type of security consisted of the following (in thousands): June 30, 2023 Less than 12 months 12 months or greater Total Fair Gross Fair Gross Fair Gross U.S. treasuries $ 42,767 $ (139) $ 39,930 $ (1,056) $ 82,697 $ (1,195) U.S. government sponsored entities — — 509 (64) 509 (64) Corporate debt 107,067 (564) 25,047 (2,242) 132,114 (2,806) ABS and other 4,623 (83) 5,887 (521) 10,510 (604) $ 154,457 $ (786) $ 71,373 $ (3,883) $ 225,830 $ (4,669) 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) Gross realized gains and losses from the sales of the Company’s marketable debt securities, available-for-sale, consisted of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Gross realized gains (1) $ — $ 1 $ — $ 114 Gross realized losses (1) $ (23) $ (17) $ (23) $ (17) (1) Recorded in other income (expense), net in the condensed 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 June 30, 2023, the portfolio had a weighted average credit rating of AA and a weighted term to contractual maturity of 1.7 years, with 226 securities in the portfolio representing an unrealized aggregate loss of $4.7 million, or 2% of amortized cost, and a weighted average credit rating of AA. As of June 30, 2023, 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, including interest rates, geopolitical unrest and a review of an issuer’s and securities’ liquidity and financial strength, as needed. The Company concluded that it would receive all scheduled interest and principal payments. The Company, therefore, determined qualitatively that the unrealized loss was related to changes in interest rates and other market factors and therefore no allowance for credit losses was required. Amortized cost and fair value of marketable debt securities, available-for-sale, by contractual maturity consisted of the following (in thousands, except weighted average data): June 30, 2023 December 31, 2022 Amortized Fair Value Amortized Fair Value Due in one year or less $ 165,471 $ 164,856 $ 254,683 $ 253,434 Due after one year through five years 55,898 53,492 56,507 54,169 Due after five years through ten years 14,560 13,210 13,435 11,850 Due after ten years 4,300 4,009 2,876 2,576 $ 240,229 $ 235,567 $ 327,501 $ 322,029 Weighted average contractual maturity 1.7 years 1.1 years |
Acquisitions, Goodwill and Othe
Acquisitions, Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, Goodwill and Other Intangible Assets | Acquisitions, Goodwill and Other Intangible Assets Goodwill is recorded as part of the Company’s acquisitions and primarily arose from the acquired assembled workforce and brokerage and financing sales platforms. The Company expects all of the goodwill to be tax deductible, with the tax-deductible amount of goodwill related to the contingent and deferred consideration to be determined once the cash payments are made to settle any contingent and deferred consideration. The goodwill resulting from acquisitions is allocated to the Company’s one reporting unit. Goodwill and intangible assets, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Gross Accumulated Net Book Gross Accumulated Net Book Goodwill and intangible assets: Goodwill $ 38,047 $ — $ 38,047 $ 37,914 $ — $ 37,914 Intangible assets (1) 32,420 (16,942) 15,478 32,287 (14,505) 17,782 $ 70,467 $ (16,942) $ 53,525 $ 70,201 $ (14,505) $ 55,696 (1) Total weighted average amortization period was 4.2 years and 4.5 years as of June 30, 2023 and December 31, 2022, respectively. Intangible assets principally include non-competes and customer relationships. The Company recorded amortization expense for intangible assets of $1.1 million for both the three months ended June 30, 2023 and 2022 and $2.3 million for both the six months ended June 30, 2023 and 2022. The changes in the carrying amount of goodwill consisted of the following (in thousands): Six Months Ended June 30, 2023 Beginning balance $ 37,914 Additions from acquisitions — Impact of foreign currency translation 133 Ending balance $ 38,047 Estimated amortization expense for intangible assets by year for the next five years and thereafter consisted of the following (in thousands): June 30, 2023 Remainder of 2023 $ 2,275 2024 4,101 2025 3,880 2026 2,156 2027 1,855 Thereafter 1,211 $ 15,478 The Company evaluates goodwill for impairment annually in the fourth quarter. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing, which indicate that it is more likely than not an impairment loss has occurred. The Company evaluates its intangible assets that have finite useful lives whenever an event or change in circumstances indicates that the carrying value of the asset may not be recoverable. |
Selected Balance Sheet Data
Selected Balance Sheet Data | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Data | Selected Balance Sheet Data Allowances on Advances and Loans Allowance for credit losses for advances and loans as of June 30, 2023 and December 31, 2022 was $578,000 and $791,000, respectively. Other Assets Other assets consisted of the following (in thousands): Current Non-Current June 30, December 31, June 30, December 31, Security deposits $ — $ — $ 1,500 $ 1,625 Employee notes receivable 52 6 38 — Securities, held-to-maturity (1) — — 9,500 9,500 Loan performance fee receivable 1,261 766 6,565 4,261 Other (2) 4,537 6,510 489 473 $ 5,850 $ 7,282 $ 18,092 $ 15,859 (1) Securities, held-to-maturity, are expected to mature on September 1, 2024 and accrue interest based on the 1-year treasury rate. (2) Other primarily includes customer trust accounts and prepaid lease costs. Deferred Compensation and Commissions Deferred compensation and commissions consisted of the following (in thousands): Current Non-Current June 30, December 31, June 30, December 31, Stock appreciation rights (“SARs”) liability (1) $ 2,480 $ 2,323 $ 11,037 $ 13,137 Commissions payable to investment sales and financing professionals 40,196 72,247 22,647 45,156 Deferred compensation liability (1) 471 493 7,615 6,168 Other 204 258 — — $ 43,351 $ 75,321 $ 41,299 $ 64,461 (1) The SARs and deferred compensation liabilities become subject to payout at the time the participant is no longer considered a service provider. As a result of the retirement of certain participants, estimated amounts to be paid to 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, 2023 and 2022 were 5.79% and 3.63%, respectively. MMI recorded interest expense related to this liability of $190,000 and $136,000 for the three months ended June 30, 2023 and 2022, respectively, and $380,000 and $271,000 for the six months ended June 30, 2023 and 2022, respectively. Estimated payouts within the next twelve months for participants that have separated from service have been classified as current. During the six months ended June 30, 2023 and 2022, the Company made total payments of $2.3 million and $2.2 million, respectively, consisting of principal and accumulated interest. Commissions Payable Certain investment sales and financing professionals can 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 may defer payment of certain commissions, at its election, for up to three years. Commissions 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 The assets held in the rabbi trust are carried at the cash surrender value of the variable life insurance policies, which represents its fair value. The net change in the carrying value of the assets held in the rabbi trust and the net change in the carrying value of the deferred compensation liability, each exclusive of additional contributions, distributions and trust expenses, consisted of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 Increase (decrease) in the carrying value of the assets held in the rabbi trust (1) $ 472 $ (1,259) $ 930 $ (1,784) (Increase) decrease in the net carrying value of the deferred compensation obligation (2) $ (452) $ 1,259 $ (885) $ 1,791 (1) Recorded in other income (expense), net in the condensed consolidated statements of operations. (2) Recorded in selling, general and administrative expense in the condensed consolidated statements of operations. Other Liabilities Other liabilities consisted of the following (in thousands): Current Non-Current June 30, December 31, June 30, December 31, Deferred consideration $ 1,294 $ 3,633 $ 724 $ 1,486 Contingent consideration 1,513 1,726 5,005 5,341 Dividends payable 645 612 1,528 1,603 Stock repurchase payable — 565 — — Loan guarantee obligation 537 2,040 2,696 — Other 910 1,357 566 184 $ 4,899 $ 9,933 $ 10,519 $ 8,614 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 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 earned net charge-backs during the three months ended June 30, 2023 and 2022 of $19,000 and $7,000, respectively, and during the six months ended June 30, 2023 and 2022 of $44,000 and $18,000, respectively. These amounts are included in selling, general and administrative expense in the accompanying condensed 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 three months ended June 30, 2023 and 2022, the Company earned real estate brokerage commissions and financing fees of $0 and $912,000, respectively, from transactions with subsidiaries of MMC related to these services. The Company incurred cost of services of $0 and $547,000, respectively, related to this revenue. For the six months ended June 30, 2023 and 2022, the Company earned real estate brokerage commissions and financing fees of $441,000 and $2,510,000, respectively, from transactions with subsidiaries of MMC related to these services. The Company incurred cost of services of $264,000 and $1,501,000, respectively, related to this revenue. Operating Lease with MMC The Company extended its 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 $295,000 and $320,000 for the three months ended June 30, 2023 and 2022, respectively, and $592,000 and $653,000 for the six months ended June 30, 2023 and 2022, respectively. Operating lease cost is included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations. The related operating lease right-of-use asset, net and operating lease liability as of June 30, 2023 was $8,115,000 and $8,442,000, respectively and as of December 31, 2022 was $9,041,000 and $9,262,000, respectively. Amounts due to (from) MMC As of June 30, 2023 and December 31, 2022, the Company recorded a receivable of $3,000 and a payable of $79,000 with MMC, respectively. These amounts are included in other assets, current and accounts payable and accrued expenses, respectively, in the accompanying condensed consolidated balance sheets. Other The Company makes advances to non-executive employees from time-to-time. At June 30, 2023 and December 31, 2022, the aggregate principal amount for employee notes receivable was $90,000 and $6,000, respectively, which is included in other assets in the accompanying condensed consolidated balance sheets. See Note 5 - "Selected Balance Sheet Data". |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
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 net asset value 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 securities are Level 1 or 2 measurements as appropriate. Fair values for assets held in the rabbi trust and related deferred compensation liability were determined based on the cash surrender value of the Company-owned variable life insurance policies and underlying investments in the trust, and are Level 2 and Level 1 measurements, respectively. Contingent consideration in connection with acquisitions, is carried at fair value and determined on a contract-by-contract basis, calculated using unobservable inputs based on a probability of achieving EBITDA and other performance requirements, and is a Level 3 measurement. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time, and is a Level 2 measurement. Assets and liabilities carried at fair value on a recurring basis consisted of the following (in thousands): June 30, 2023 December 31, 2022 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Assets: Assets held in rabbi trust $ 10,365 $ — $ 10,365 $ — $ 9,553 $ — $ 9,553 $ — Cash equivalents (1) : Commercial paper $ 50,191 $ — $ 50,191 $ — $ 41,324 $ — $ 41,324 $ — Money market funds 81,411 81,411 — — 139,025 139,025 — — $ 131,602 $ 81,411 $ 50,191 $ — $ 180,349 $ 139,025 $ 41,324 $ — Marketable debt securities, available-for-sale: Short-term investments: U.S. treasuries $ 65,495 $ 65,495 $ — $ — $ 134,549 $ 134,549 $ — $ — Corporate debt 99,361 — 99,361 — 118,041 — 118,041 — ABS and other — — — — 844 — 844 — $ 164,856 $ 65,495 $ 99,361 $ — $ 253,434 $ 134,549 $ 118,885 $ — Long-term investments: U.S. treasuries $ 17,409 $ 17,409 $ — $ — $ 20,715 $ 20,715 $ — $ — U.S. government sponsored entities 510 — 510 — 536 — 536 — Corporate debt 42,250 — 42,250 — 41,358 — 41,358 — ABS and other 10,542 — 10,542 — 5,986 — 5,986 — $ 70,711 $ 17,409 $ 53,302 $ — $ 68,595 $ 20,715 $ 47,880 $ — Liabilities: Contingent consideration $ 6,518 $ — $ — $ 6,518 $ 7,067 $ — $ — $ 7,067 Deferred consideration $ 2,018 $ — $ 2,018 $ — $ 5,119 $ — $ 5,119 $ — Deferred compensation liability $ 8,086 $ 8,086 $ — $ — $ 6,661 $ 6,661 $ — $ — (1) Included in cash, cash equivalents, and restricted cash on the accompanying condensed consolidated balance sheets. There were no transfers in or out of Level 3 during the six months ended June 30, 2023 and 2022. During the six months ended June 30, 2023, the Company considered current and future interest rates and the probability of achieving EBITDA and other performance targets in its determination of fair value for the contingent consideration. The Company is uncertain as to the extent of the volatility in the unobservable inputs in the foreseeable future. Deferred consideration in connection with acquisitions is carried at fair value and calculated using a discounted cash flow estimate with the only remaining condition on such payments being the passage of time. As of June 30, 2023 and December 31, 2022, contingent and deferred consideration had a maximum undiscounted payment to be settled in cash or stock of $17.3 million and $21.3 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): Six Months Ended 2023 2022 Beginning balance $ 7,067 $ 9,312 Contingent consideration in connection with acquisitions — — Change in fair value of contingent consideration (1) 511 (493) Payments of contingent consideration (1,060) (1,040) Ending balance $ 6,518 $ 7,779 (1) Includes immaterial impact of foreign currency translation. 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 $ 6,518 Discounted cash flow Expected life of cash flows 0.1-4.3 years (2.2 years) Discount rate 6.2%-7.3% (6.8%) Probability of achievement 0.0%-100.0% (94.8%) Fair Value at Valuation Technique Unobservable inputs Range (Weighted Average) (1) Contingent consideration $ 7,067 Discounted cash flow Expected life of cash flows 0.4-4.8 years (2.7 years) Discount rate 6.0%-7.0% (6.5)% Probability of achievement 0.0%-100.0% (95.4)% (1) Unobservable inputs were weighted by the relative fair value of the instruments. Nonrecurring Fair Value Measurements |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of June 30, 2023 and December 31, 2022, there were 38,460,595 and 39,255,838 shares of common stock, $0.0001 par value, issued and outstanding, which included unvested restricted stock awards (“RSAs”) issued to non-employee directors, respectively. See Note 11 – “(Loss) Earnings per Share” for additional information. On August 1, 2023, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, payable on October 6, 2023, to stockholders of record at the close of business on September 15, 2023. As of June 30, 2023, $2.2 million of dividend equivalents related to unvested stock awards are recorded in other liabilities in the condensed consolidated balance sheets. See Note 5 – “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 June 30, 2023 and December 31, 2022, there were no preferred shares issued or outstanding. Accumulated Other Comprehensive (Loss) Income Amounts reclassified from accumulated other comprehensive (loss) income are included as a component of other income (expense), net or selling, general and administrative expense, as applicable, in the condensed 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 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plans | Stock-Based Compensation Plans 2013 Omnibus Equity Incentive Plan The Company’s Board of Directors adopted the 2013 Omnibus Equity Incentive Plan (the “2013 Plan”), which became effective upon the Company’s IPO. In February 2017, the Board of Directors amended and restated the 2013 Plan, which was approved by the Company’s stockholders in May 2017. Grants are made from time to time by the compensation committee of the Company’s Board of Directors at its discretion, subject to certain restrictions as to the number and value of shares that may be granted to any individual. In addition, non-employee directors receive annual grants under a director compensation policy. The compensation committee of the Company’s Board of Directors has the option to grant dividend equivalents to unvested grants. Any dividend equivalents granted to unvested awards are paid to the participant at the time the related grants vest. As of June 30, 2023, there were 3,401,886 shares available for future grants under the 2013 Plan. On August 1, 2023, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, with a payment date of October 6, 2023, to stockholders of record at the close of business on September 15, 2023. The Compensation Committee granted dividend equivalents to all unvested grants as of the record date. As of June 30, 2023, $2.2 million of dividend equivalents remains to be paid upon vesting of stock awards. Awards Granted and Settled Under the 2013 Plan, the Company has issued RSAs to non-employee directors and restricted stock units (“RSUs”) to employees and independent contractors. RSAs vest over a one-year period from the date of grant, subject to service requirements. RSUs generally vest in equal annual installments over a five-year period from the date of grant or earlier as approved by the compensation committee of the Company’s Board of Directors. Dividend equivalents granted for unvested stock awards are paid at the time the stock awards vest. Any unvested awards and dividend equivalents are canceled upon termination as a service provider. As of June 30, 2023, there were no issued or outstanding options, SARs, performance units or performance share awards under the 2013 Plan. During the six months ended June 30, 2023, 349,290 shares of RSUs and RSAs vested, with 125,319 shares of common stock 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): Shares Weighted- Nonvested shares at December 31, 2022⁽¹⁾ 1,741,461 $ 42.14 Granted 556,260 34.09 Vested (349,290) 42.10 Forfeited/canceled (10,347) 40.90 Nonvested shares at June 30, 2023⁽¹⁾ 1,938,084 $ 39.85 (1) Nonvested RSUs will be settled through the issuance of new shares of common stock. As of June 30, 2023, the Company had unrecognized stock-based compensation relating to RSUs and RSAs of approximately $68.2 million, which is expected to be recognized over a weighted-average period of 3.69 years. Employee Stock Purchase Plan In 2013, the Company adopted the 2013 Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and provides for consecutive, non-overlapping six-month offering periods. The offering periods generally start on the first trading day on or after May 15 and November 15 of each year. Qualifying employees may purchase shares of the Company stock at a 10% discount based on the lower of the market price at the beginning or end of the offering period, subject to IRS limitations. The Company determined that the ESPP was a compensatory plan and is required to expense the fair value of the awards over each six-month offering period. The ESPP initially had 366,667 shares of common stock reserved, and 121,615 shares of common stock remain available for issuance as of June 30, 2023. The ESPP provides for annual increases in the number of shares available for issuance under the ESPP, equal to the lesser of (i) 366,667 shares, (ii) 1% of the outstanding shares on such date, or (iii) an amount determined by the compensation committee of the Board of Directors. Pursuant to the provisions of the ESPP, the Board of Directors has determined to not provide for any annual increases to date. As of June 30, 2023, total unrecognized compensation cost related to the ESPP was $65,000 and is expected to be recognized over a weighted average period of 0.38 years. SARs and DSUs Prior to the IPO, certain employees were granted SARs. As of March 31, 2013, the outstanding SARs were frozen at the liability amount, and will be paid out to each participant in installments upon retirement or departure under the terms of the revised SARs agreements. To replace beneficial ownership in the SARs, the difference between the book value liability and the fair value of the awards was granted to plan participants in the form of deferred stock units (“DSUs”), which were fully vested upon receipt and will be settled in actual stock at a rate of 20% per year if the participant remains employed by the Company during that period (otherwise all unsettled shares of stock upon termination from service will be settled five years from the termination date, unless otherwise agreed to by the Company). In the event of death or termination of service after reaching the age of 67, 100% of the DSUs will be settled. As of December 31, 2022, all DSUs were settled. Summary of Stock-Based Compensation Components of stock-based compensation are included in selling, general and administrative expense in the condensed consolidated statements of operations and consisted of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 ESPP $ 28 $ 29 $ 83 $ 85 RSUs and RSAs 5,323 4,246 10,279 8,046 $ 5,351 $ 4,275 $ 10,362 $ 8,131 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate for the three and six months ended June 30, 2023 was (45.5)% and 16.6%, respectively, compared to 24.9% and 25.5% for the three and six months ended June 30, 2022, respectively. The Company provides for the effects of income taxes in interim financial statements based on the Company’s estimate of its annual effective tax rate for the full year, which is based on forecasted income by jurisdiction where the Company operates, adjusted for any tax effects of items that relate discretely to the period, if any. The provision for income taxes differs from the amount computed by applying the U.S. federal statutory rate to income before provision for income taxes and consisted of the following (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amount Rate Amount Rate Amount Rate Amount Rate Income tax (benefit) expense at the federal statutory rate $ (1,260) 21.0 % $ 11,786 21.0 % $ (3,668) 21.0 % $ 21,139 21.0 % State income tax expense (benefit), net of federal benefit 315 (5.3) % 2,389 4.3 % (424) 2.4 % 4,422 4.4 % (Windfall) shortfall tax benefits, net related to stock-based compensation 119 (2.0) % (1,758) (3.1) % 773 (4.4) % (2,064) (2.1) % Change in valuation allowance 17 (0.3) % 23 0.0 % 244 (1.4) % (81) (0.1) % Permanent and other items (1) 3,537 (58.9) % 1,515 2.7 % 170 (1.0) % 2,296 2.3 % $ 2,728 (45.5) % $ 13,955 24.9 % $ (2,905) 16.6 % $ 25,712 25.5 % (1) Permanent items relate principally to compensation charges, qualified transportation fringe benefits, meals and entertainment, and other items principally related to the effect of providing taxes in the interim financial statements based on the estimated full year effective tax rate. |
(Loss) Earnings per Share
(Loss) Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings per Share | (Loss) Earnings per Share Basic and diluted (loss) earnings per share for the three and six months ended June 30, 2023 and 2022, respectively consisted of the following (in thousands, except per share data): Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator (Basic and Diluted): Net (loss) income $ (8,729) $ 42,168 $ (14,562) $ 74,951 Change in value for stock settled consideration (3) 13 (24) 37 (38) Adjusted net (loss) income $ (8,716) $ 42,144 $ (14,525) $ 74,913 Denominator: Basic Weighted average common shares issued and outstanding 38,553 39,936 38,880 39,829 Deduct: Unvested RSAs (1) (15) (12) (13) (13) Add: Fully vested DSUs (2) — 124 — 202 Weighted average common shares outstanding 38,538 40,048 38,867 40,018 Basic (loss) earnings per common share $ (0.23) $ 1.05 $ (0.37) $ 1.87 Diluted Weighted average common shares outstanding from above 38,538 40,048 38,867 40,018 Add: Dilutive effect of RSUs, RSAs & ESPP (5) — 213 — 291 Add: Contingently issuable shares (3)(5) — 81 — 81 Weighted average common shares outstanding 38,538 40,342 38,867 40,390 Diluted (loss) earnings per common share $ (0.23) $ 1.04 $ (0.37) $ 1.85 Antidilutive shares excluded from diluted earnings per common share (4) 1,887 843 1,781 843 (1) RSAs were issued and outstanding to the non-employee directors and have a one-year vesting term subject to service requirements. See Note 9 – “Stock-Based Compensation Plans” for additional information. (2) Shares are included in weighted average common shares outstanding as the shares are fully vested but have not yet been delivered. See Note 9 – “Stock-Based Compensation Plans” for additional information. (3) Relates to contingently issuable stock settled consideration. (4) Primarily pertaining to RSU grants to the Company’s employees and independent contractors. (5) Shares related to the Company's RSUs, RSAs, ESPP, and contingently issuable shares were excluded from the weighted average common shares outstanding for the three and six months ended June 30, 2023 because inclusion of such shares would be antidilutive in a period of loss. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 June 30, 2023. 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 and commitment fee is included in the interest expense in the accompanying condensed consolidated statements of operations and was $26,000 and $22,000 for the three months ended June 30, 2023 and 2022, respectively, and $51,000 and $47,000 during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, 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 June 30, 2023, 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. Our ability to borrow under our Credit Facility is limited by our ability to comply with its covenants or obtain necessary waivers. 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 June 30, 2023, the Company has agreed to a maximum aggregate guarantee obligation of $114.7 million relating to loans with an unpaid balance of $688.1 million. The Company would be liable for its maximum aggregate guarantee obligation 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 were determined to be without value at the time of settlement. As of June 30, 2023 and December 31, 2022, the Company has recorded an allowance for loss-sharing obligations of $656,000 and $275,000, respectively, and pledged $102,000 and $16,000, respectively, in a restricted bank account in support of the guarantee obligation. Other |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn August 1, 2023, 2023, the Board of Directors declared a semi-annual regular dividend of $0.25 per share, payable on October 6, 2023, to stockholders of record at the close of business on September 15, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net (loss) income | $ (8,729) | $ 42,168 | $ (14,562) | $ 74,951 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 shares | Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our officers and directors for the three months ended June 30, 2023, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), was as follows: Name Title Action Date Adopted Expiration Date Aggregate # of Securities to be Purchased/Sold Gregory A. LaBerge Senior Vice President, Chief Administrative Officer Adoption May 22, 2023 Earlier of May 19, 2024 or when all shares are sold under the plan. 8,201 | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Gregory A. LaBerge [Member] | ||
Trading Arrangements, by Individual | ||
Name | Gregory A. LaBerge | |
Title | Senior Vice President, Chief Administrative Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 22, 2023 | |
Arrangement Duration | 363 days | |
Aggregate Available | 8,201 | 8,201 |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Marcus & Millichap, Inc. (the “Company,” “Marcus & Millichap,” or “MMI”), a Delaware corporation, is a brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services. As of June 30, 2023, MMI operates 80 offices in the United States and Canada through its wholly-owned subsidiaries, including the operations of Marcus & Millichap Capital Corporation. |
Basis of Presentation | Basis of Presentation The financial information presented in the accompanying unaudited condensed consolidated financial statements, has been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements and notes include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated financial position, results of operations and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto, including the Company’s accounting policies for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed on February 28, 2023 with the SEC. The results of the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, for other interim periods or for future years. |
Consolidation | Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
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, debt and equity advisory services, loan sales, due diligence services, guarantee fees, and loan performance fees. Real Estate Brokerage Commissions Contracts for representing buyers and sellers of real estate are usually negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which occurs at the close of escrow. At that time, the Company's performance is complete, and revenue is recorded. Financing Fees Contracts for representing potential borrowers are usually negotiated on a transaction-by-transaction basis. The consideration associated with the successful outcome remains constrained until the completion of a transaction which occurs 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 with 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 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 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 condensed consolidated statements of operations. The guarantee obligation is capped at 16.7% of any unpaid principal balance in excess 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 were current and the debt service payments were made by the borrowers. As of September 30, 2022, the Company no longer owns any mortgage servicing rights. Other Revenue |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the related disclosures at the date of the condensed 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. In September 2021, the Company entered into a Strategic Alliance (“Strategic Alliance”) with M&T Realty Capital Corporation (“MTRCC”) pursuant to which the Company has agreed to provide loan opportunities that may be funded through MTRCC’s Delegated Underwriting and Servicing Agreement (“DUS Agreement”) with the Federal National Mortgage Association (“Fannie Mae”) that requires MTRCC to guarantee a portion of each loan funded. 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 through the DUS Agreement. The Company manages and limits the concentration of risk related to the guarantees assumed by monitoring the underlying property type, geographic location, credit of the borrowers, underlying debt service coverage, and loan to value ratios. The Company derives its revenue from a broad range of real estate investors, owners, and users in the United States and Canada, none of which individually represents a significant concentration of credit risk. The Company maintains allowances, as needed, for estimated credit losses based on management’s assessment of the likelihood of collection. For the three and six months ended June 30, 2023 and 2022, no transaction represented 10% or more of total revenue. Further, while one or more transactions may represent 10% or more of commissions receivable at any reporting date, amounts due are typically collected within 10 days of settlement and, therefore, do not expose the Company to significant credit risk. During the three and six months ended June 30, 2023, the Company’s Canadian operations represented 3.5% and 3.2% of total revenue, respectively. During both the three and six months ended June 30, 2022, the Company’s Canadian operations represented 2.2% of total revenue. |
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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, Computer software and hardware equipment $ 46,995 $ 42,617 Furniture, fixtures and equipment 26,964 26,453 Less: accumulated depreciation and amortization (45,497) (41,426) $ 28,462 $ 27,644 |
Investments in Marketable Deb_2
Investments in Marketable Debt Securities, Available-for-Sale (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 (loss) income and fair value of marketable debt securities, available-for-sale, by type of security consisted of the following (in thousands): June 30, 2023 Amortized Allowance Gross Gross Fair Short-term investments: U.S. treasuries $ 65,984 $ — $ — $ (489) $ 65,495 Corporate debt 99,487 — 1 (127) 99,361 $ 165,471 $ — $ 1 $ (616) $ 164,856 Long-term investments: U.S. treasuries $ 18,115 $ — $ — $ (706) $ 17,409 U.S. government sponsored entities 574 — — (64) 510 Corporate debt 44,923 — 6 (2,679) 42,250 Asset-backed securities (“ABS”) and other 11,146 — — (604) 10,542 $ 74,758 $ — $ 6 $ (4,053) $ 70,711 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 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 |
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): June 30, 2023 Less than 12 months 12 months or greater Total Fair Gross Fair Gross Fair Gross U.S. treasuries $ 42,767 $ (139) $ 39,930 $ (1,056) $ 82,697 $ (1,195) U.S. government sponsored entities — — 509 (64) 509 (64) Corporate debt 107,067 (564) 25,047 (2,242) 132,114 (2,806) ABS and other 4,623 (83) 5,887 (521) 10,510 (604) $ 154,457 $ (786) $ 71,373 $ (3,883) $ 225,830 $ (4,669) 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) |
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): Three Months Ended Six Months Ended 2023 2022 2023 2022 Gross realized gains (1) $ — $ 1 $ — $ 114 Gross realized losses (1) $ (23) $ (17) $ (23) $ (17) (1) Recorded in other income (expense), net in the condensed consolidated statements of operations. The cost basis of securities sold were determined based on the specific identification method. |
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): June 30, 2023 December 31, 2022 Amortized Fair Value Amortized Fair Value Due in one year or less $ 165,471 $ 164,856 $ 254,683 $ 253,434 Due after one year through five years 55,898 53,492 56,507 54,169 Due after five years through ten years 14,560 13,210 13,435 11,850 Due after ten years 4,300 4,009 2,876 2,576 $ 240,229 $ 235,567 $ 327,501 $ 322,029 Weighted average contractual maturity 1.7 years 1.1 years |
Acquisitions, Goodwill and Ot_2
Acquisitions, Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Gross Accumulated Net Book Gross Accumulated Net Book Goodwill and intangible assets: Goodwill $ 38,047 $ — $ 38,047 $ 37,914 $ — $ 37,914 Intangible assets (1) 32,420 (16,942) 15,478 32,287 (14,505) 17,782 $ 70,467 $ (16,942) $ 53,525 $ 70,201 $ (14,505) $ 55,696 (1) Total weighted average amortization period was 4.2 years and 4.5 years as of June 30, 2023 and December 31, 2022, respectively. Intangible assets principally include non-competes and customer relationships. |
Summary of Changes in Carrying Carrying Amount of Goodwill | The changes in the carrying amount of goodwill consisted of the following (in thousands): Six Months Ended June 30, 2023 Beginning balance $ 37,914 Additions from acquisitions — Impact of foreign currency translation 133 Ending balance $ 38,047 |
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): June 30, 2023 Remainder of 2023 $ 2,275 2024 4,101 2025 3,880 2026 2,156 2027 1,855 Thereafter 1,211 $ 15,478 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Assets | Other assets consisted of the following (in thousands): Current Non-Current June 30, December 31, June 30, December 31, Security deposits $ — $ — $ 1,500 $ 1,625 Employee notes receivable 52 6 38 — Securities, held-to-maturity (1) — — 9,500 9,500 Loan performance fee receivable 1,261 766 6,565 4,261 Other (2) 4,537 6,510 489 473 $ 5,850 $ 7,282 $ 18,092 $ 15,859 (1) Securities, held-to-maturity, are expected to mature on September 1, 2024 and accrue interest based on the 1-year treasury rate. (2) Other primarily includes customer trust accounts and prepaid lease costs. |
Schedule of Deferred Compensation and Commissions | Deferred compensation and commissions consisted of the following (in thousands): Current Non-Current June 30, December 31, June 30, December 31, Stock appreciation rights (“SARs”) liability (1) $ 2,480 $ 2,323 $ 11,037 $ 13,137 Commissions payable to investment sales and financing professionals 40,196 72,247 22,647 45,156 Deferred compensation liability (1) 471 493 7,615 6,168 Other 204 258 — — $ 43,351 $ 75,321 $ 41,299 $ 64,461 (1) The SARs and deferred compensation liabilities become subject to payout at the time the participant is no longer considered a service provider. As a result of the retirement of certain participants, estimated amounts to be paid to participants within the next twelve months have been classified as current. |
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): Three Months Ended Six Months Ended 2023 2022 2023 2022 Increase (decrease) in the carrying value of the assets held in the rabbi trust (1) $ 472 $ (1,259) $ 930 $ (1,784) (Increase) decrease in the net carrying value of the deferred compensation obligation (2) $ (452) $ 1,259 $ (885) $ 1,791 (1) Recorded in other income (expense), net in the condensed consolidated statements of operations. (2) Recorded in selling, general and administrative expense in the condensed consolidated statements of operations. |
Summary of Other Liabilities | Other liabilities consisted of the following (in thousands): Current Non-Current June 30, December 31, June 30, December 31, Deferred consideration $ 1,294 $ 3,633 $ 724 $ 1,486 Contingent consideration 1,513 1,726 5,005 5,341 Dividends payable 645 612 1,528 1,603 Stock repurchase payable — 565 — — Loan guarantee obligation 537 2,040 2,696 — Other 910 1,357 566 184 $ 4,899 $ 9,933 $ 10,519 $ 8,614 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, 2023 December 31, 2022 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Assets: Assets held in rabbi trust $ 10,365 $ — $ 10,365 $ — $ 9,553 $ — $ 9,553 $ — Cash equivalents (1) : Commercial paper $ 50,191 $ — $ 50,191 $ — $ 41,324 $ — $ 41,324 $ — Money market funds 81,411 81,411 — — 139,025 139,025 — — $ 131,602 $ 81,411 $ 50,191 $ — $ 180,349 $ 139,025 $ 41,324 $ — Marketable debt securities, available-for-sale: Short-term investments: U.S. treasuries $ 65,495 $ 65,495 $ — $ — $ 134,549 $ 134,549 $ — $ — Corporate debt 99,361 — 99,361 — 118,041 — 118,041 — ABS and other — — — — 844 — 844 — $ 164,856 $ 65,495 $ 99,361 $ — $ 253,434 $ 134,549 $ 118,885 $ — Long-term investments: U.S. treasuries $ 17,409 $ 17,409 $ — $ — $ 20,715 $ 20,715 $ — $ — U.S. government sponsored entities 510 — 510 — 536 — 536 — Corporate debt 42,250 — 42,250 — 41,358 — 41,358 — ABS and other 10,542 — 10,542 — 5,986 — 5,986 — $ 70,711 $ 17,409 $ 53,302 $ — $ 68,595 $ 20,715 $ 47,880 $ — Liabilities: Contingent consideration $ 6,518 $ — $ — $ 6,518 $ 7,067 $ — $ — $ 7,067 Deferred consideration $ 2,018 $ — $ 2,018 $ — $ 5,119 $ — $ 5,119 $ — Deferred compensation liability $ 8,086 $ 8,086 $ — $ — $ 6,661 $ 6,661 $ — $ — (1) Included in cash, cash equivalents, and restricted cash on the accompanying condensed consolidated balance sheets. |
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): Six Months Ended 2023 2022 Beginning balance $ 7,067 $ 9,312 Contingent consideration in connection with acquisitions — — Change in fair value of contingent consideration (1) 511 (493) Payments of contingent consideration (1,060) (1,040) Ending balance $ 6,518 $ 7,779 (1) Includes immaterial impact of foreign currency translation. |
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 $ 6,518 Discounted cash flow Expected life of cash flows 0.1-4.3 years (2.2 years) Discount rate 6.2%-7.3% (6.8%) Probability of achievement 0.0%-100.0% (94.8%) Fair Value at Valuation Technique Unobservable inputs Range (Weighted Average) (1) Contingent consideration $ 7,067 Discounted cash flow Expected life of cash flows 0.4-4.8 years (2.7 years) Discount rate 6.0%-7.0% (6.5)% Probability of achievement 0.0%-100.0% (95.4)% (1) Unobservable inputs were weighted by the relative fair value of the instruments. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): Shares Weighted- Nonvested shares at December 31, 2022⁽¹⁾ 1,741,461 $ 42.14 Granted 556,260 34.09 Vested (349,290) 42.10 Forfeited/canceled (10,347) 40.90 Nonvested shares at June 30, 2023⁽¹⁾ 1,938,084 $ 39.85 (1) Nonvested RSUs will be settled through the issuance of new shares of common stock. |
Stock-Based Compensation Expense | Components of stock-based compensation are included in selling, general and administrative expense in the condensed consolidated statements of operations and consisted of the following (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 ESPP $ 28 $ 29 $ 83 $ 85 RSUs and RSAs 5,323 4,246 10,279 8,046 $ 5,351 $ 4,275 $ 10,362 $ 8,131 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
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 U.S. federal statutory rate to income before provision for income taxes and consisted of the following (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Amount Rate Amount Rate Amount Rate Amount Rate Income tax (benefit) expense at the federal statutory rate $ (1,260) 21.0 % $ 11,786 21.0 % $ (3,668) 21.0 % $ 21,139 21.0 % State income tax expense (benefit), net of federal benefit 315 (5.3) % 2,389 4.3 % (424) 2.4 % 4,422 4.4 % (Windfall) shortfall tax benefits, net related to stock-based compensation 119 (2.0) % (1,758) (3.1) % 773 (4.4) % (2,064) (2.1) % Change in valuation allowance 17 (0.3) % 23 0.0 % 244 (1.4) % (81) (0.1) % Permanent and other items (1) 3,537 (58.9) % 1,515 2.7 % 170 (1.0) % 2,296 2.3 % $ 2,728 (45.5) % $ 13,955 24.9 % $ (2,905) 16.6 % $ 25,712 25.5 % (1) Permanent items relate principally to compensation charges, qualified transportation fringe benefits, meals and entertainment, and other items principally related to the effect of providing taxes in the interim financial statements based on the estimated full year effective tax rate. |
(Loss) Earnings per Share (Tabl
(Loss) Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 (loss) earnings per share for the three and six months ended June 30, 2023 and 2022, respectively consisted of the following (in thousands, except per share data): Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator (Basic and Diluted): Net (loss) income $ (8,729) $ 42,168 $ (14,562) $ 74,951 Change in value for stock settled consideration (3) 13 (24) 37 (38) Adjusted net (loss) income $ (8,716) $ 42,144 $ (14,525) $ 74,913 Denominator: Basic Weighted average common shares issued and outstanding 38,553 39,936 38,880 39,829 Deduct: Unvested RSAs (1) (15) (12) (13) (13) Add: Fully vested DSUs (2) — 124 — 202 Weighted average common shares outstanding 38,538 40,048 38,867 40,018 Basic (loss) earnings per common share $ (0.23) $ 1.05 $ (0.37) $ 1.87 Diluted Weighted average common shares outstanding from above 38,538 40,048 38,867 40,018 Add: Dilutive effect of RSUs, RSAs & ESPP (5) — 213 — 291 Add: Contingently issuable shares (3)(5) — 81 — 81 Weighted average common shares outstanding 38,538 40,342 38,867 40,390 Diluted (loss) earnings per common share $ (0.23) $ 1.04 $ (0.37) $ 1.85 Antidilutive shares excluded from diluted earnings per common share (4) 1,887 843 1,781 843 (1) RSAs were issued and outstanding to the non-employee directors and have a one-year vesting term subject to service requirements. See Note 9 – “Stock-Based Compensation Plans” for additional information. (2) Shares are included in weighted average common shares outstanding as the shares are fully vested but have not yet been delivered. See Note 9 – “Stock-Based Compensation Plans” for additional information. (3) Relates to contingently issuable stock settled consideration. (4) Primarily pertaining to RSU grants to the Company’s employees and independent contractors. (5) Shares related to the Company's RSUs, RSAs, ESPP, and contingently issuable shares were excluded from the weighted average common shares outstanding for the three and six months ended June 30, 2023 because inclusion of such shares would be antidilutive in a period of loss. |
Description of Business and B_3
Description of Business and Basis of Presentation - Narrative (Detail) - office | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||
Number of offices | 80 | |||
Percentage of common stock distributed | 80% | |||
Commission's receivable settled period | 10 days | |||
Guarantee obligations | 16.70% | |||
Total Revenues | Geographic Concentration Risk | Canada | Customer | ||||
Class of Stock [Line Items] | ||||
Concentration risk percentage | 3.50% | 2.20% | 3.20% | 2.20% |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (45,497) | $ (41,426) |
Property and equipment, net | 28,462 | 27,644 |
Computer software and hardware equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 46,995 | 42,617 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 26,964 | $ 26,453 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2.3 | $ 1.8 | $ 4.3 | $ 3.7 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 240,229 | $ 327,501 |
Fair Value | 235,567 | 322,029 |
Short-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 165,471 | 254,682 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 1 | 15 |
Gross Unrealized Losses | (616) | (1,263) |
Fair Value | 164,856 | 253,434 |
Long-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 74,758 | 72,819 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 6 | 21 |
Gross Unrealized Losses | (4,053) | (4,245) |
Fair Value | 70,711 | 68,595 |
U.S. treasuries | Short-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 65,984 | 135,688 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 0 | 14 |
Gross Unrealized Losses | (489) | (1,153) |
Fair Value | 65,495 | 134,549 |
U.S. treasuries | Long-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 18,115 | 21,434 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (706) | (719) |
Fair Value | 17,409 | 20,715 |
U.S. government sponsored entities | Long-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 574 | 602 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (64) | (66) |
Fair Value | 510 | 536 |
Corporate debt | Short-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 99,487 | 118,135 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 1 | 1 |
Gross Unrealized Losses | (127) | (95) |
Fair Value | 99,361 | 118,041 |
Corporate debt | Long-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 44,923 | 44,214 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 6 | 21 |
Gross Unrealized Losses | (2,679) | (2,877) |
Fair Value | 42,250 | 41,358 |
Asset-backed securities (“ABS”) and other | Short-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 859 | |
Allowance for Credit Losses | 0 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (15) | |
Fair Value | 844 | |
Asset-backed securities (“ABS”) and other | Long-term investments: | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 11,146 | 6,569 |
Allowance for Credit Losses | 0 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (604) | (583) |
Fair Value | $ 10,542 | $ 5,986 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | $ 154,457 | $ 209,028 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (786) | (3,501) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 71,373 | 79,003 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (3,883) | (2,007) |
Available for sale securities continuous unrealized loss position, fair value | 225,830 | 288,031 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (4,669) | (5,508) |
U.S. treasuries | ||
Marketable Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 42,767 | 73,055 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (139) | (1,232) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 39,930 | 66,144 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (1,056) | (640) |
Available for sale securities continuous unrealized loss position, fair value | 82,697 | 139,199 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (1,195) | (1,872) |
U.S. government sponsored entities | ||
Marketable Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 0 | 447 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | 0 | (46) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 509 | 87 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (64) | (20) |
Available for sale securities continuous unrealized loss position, fair value | 509 | 534 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (64) | (66) |
Corporate debt | ||
Marketable Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 107,067 | 130,816 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (564) | (1,909) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 25,047 | 10,681 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (2,242) | (1,063) |
Available for sale securities continuous unrealized loss position, fair value | 132,114 | 141,497 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | (2,806) | (2,972) |
Asset-backed securities (“ABS”) and other | ||
Marketable Securities [Line Items] | ||
Available for sale securities continuous unrealized loss position for less than 12 months, fair value | 4,623 | 4,710 |
Available for sale securities continuous unrealized loss position for less than 12 months, gross unrealized loss | (83) | (314) |
Available for sale securities continuous unrealized loss position for 12 months or longer, fair value | 5,887 | 2,091 |
Available for sale securities continuous unrealized loss position for 12 months or longer, gross unrealized loss | (521) | (284) |
Available for sale securities continuous unrealized loss position, fair value | 10,510 | 6,801 |
Available for sale securities continuous unrealized loss position, gross unrealized loss | $ (604) | $ (598) |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Gross realized gains | $ 0 | $ 1 | $ 0 | $ 114 |
Gross realized losses | $ (23) | $ (17) | $ (23) | $ (17) |
Investments in Marketable Deb_6
Investments in Marketable Debt Securities, Available-for-Sale - Narrative (Detail) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) security | Dec. 31, 2022 | |
Marketable Securities [Line Items] | ||
Weighted average contractual maturity | 1 year 8 months 12 days | 1 year 1 month 6 days |
Fitch, AA Rating | Moody's, Aaa Rating | Standard & Poor's, AA Rating | ||
Marketable Securities [Line Items] | ||
Weighted average contractual maturity | 1 year 8 months 12 days | |
Fitch, AA+ Rating | Moody's, Aa3 Rating | Standard & Poor's, AA+ Rating | Weighted Average Credit AA Plus Rating | ||
Marketable Securities [Line Items] | ||
Available-for-sale, securities number of unrealized loss positions | security | 226 | |
Available-for-sale, securities in unrealized loss positions, accumulated loss | $ | $ 4.7 | |
Percentage of amortized cost | 2% |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Amortized Cost | ||
Due in one year or less | $ 165,471 | $ 254,683 |
Due after one year through five years | 55,898 | 56,507 |
Due after five years through ten years | 14,560 | 13,435 |
Due after ten years | 4,300 | 2,876 |
Amortized Cost | 240,229 | 327,501 |
Fair Value | ||
Due in one year or less | 164,856 | 253,434 |
Due after one year through five years | 53,492 | 54,169 |
Due after five years through ten years | 13,210 | 11,850 |
Due after ten years | 4,009 | 2,576 |
Fair Value | $ 235,567 | $ 322,029 |
Weighted average contractual maturity | 1 year 8 months 12 days | 1 year 1 month 6 days |
Acquisitions, Goodwill and Ot_3
Acquisitions, Goodwill and Other Intangible Assets - Narrative (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) reportingUnit | Jun. 30, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | ||||
Number of reporting units | reportingUnit | 1 | |||
Amortization expense | $ | $ 1.1 | $ 1.1 | $ 2.3 | $ 2.3 |
Acquisitions, Goodwill and Ot_4
Acquisitions, Goodwill and Other Intangible Assets - Summary of Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Goodwill, gross carrying amount | $ 38,047 | $ 37,914 |
Intangible assets, gross carrying amount | 32,420 | 32,287 |
Goodwill and intangible assets, gross carrying amount, total | 70,467 | 70,201 |
Intangible assets, accumulated amortization | (16,942) | (14,505) |
Goodwill, net book value | 38,047 | 37,914 |
Intangible assets, net book value | 15,478 | 17,782 |
Goodwill and intangible assets, net book value | $ 53,525 | $ 55,696 |
Weighted average amortization intangible assets | 4 years 2 months 12 days | 4 years 6 months |
Acquisitions, Goodwill and Ot_5
Acquisitions, Goodwill and Other Intangible Assets - Summary of Net Change in Carrying Value of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 37,914 |
Additions from acquisitions | 0 |
Impact of foreign currency translation | 133 |
Ending balance | $ 38,047 |
Acquisitions, Goodwill and Ot_6
Acquisitions, Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Remainder of 2023 | $ 2,275 | |
2024 | 4,101 | |
2025 | 3,880 | |
2026 | 2,156 | |
2027 | 1,855 | |
Thereafter | 1,211 | |
Total | $ 15,478 | $ 17,782 |
Selected Balance Sheet Data - N
Selected Balance Sheet Data - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jan. 01, 2022 | Jan. 01, 2021 | Jan. 01, 2014 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2013 | |
Schedule Of Accrued Expenses [Line Items] | |||||||||
Advances and loans and commissions receivable allowance for credit loss | $ 578 | $ 578 | $ 791 | ||||||
SARs frozen liability amount | 11,037 | $ 11,037 | $ 13,137 | ||||||
Treasury note term | 1 year | ||||||||
Interest expense | 216 | $ 158 | $ 431 | $ 318 | |||||
Commissions Payable | |||||||||
Schedule Of Accrued Expenses [Line Items] | |||||||||
Maximum payment deferral period for certain commissions payable | 3 years | ||||||||
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% | 5.79% | |||||||
Interest expense | $ 190 | $ 136 | $ 380 | 271 | |||||
Payments for SARs Liability | $ 2,200 | 2,300 | |||||||
Deferred Compensation Liability | |||||||||
Schedule Of Accrued Expenses [Line Items] | |||||||||
Fair value of deferred compensation plan assets | 110% | ||||||||
Payments made during the period | $ 163 | $ 625 | |||||||
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 - S
Selected Balance Sheet Data - Schedule of Other Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Other Assets [Line Items] | ||
Other assets, current | $ 5,850 | $ 7,282 |
Other assets, non-current | $ 18,092 | 15,859 |
Treasury note term | 1 year | |
Security deposits | ||
Other Assets [Line Items] | ||
Other assets, current | $ 0 | 0 |
Other assets, non-current | 1,500 | 1,625 |
Employee notes receivable | ||
Other Assets [Line Items] | ||
Other assets, current | 52 | 6 |
Other assets, non-current | 38 | 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 | 1,261 | 766 |
Other assets, non-current | 6,565 | 4,261 |
Other | ||
Other Assets [Line Items] | ||
Other assets, current | 4,537 | 6,510 |
Other assets, non-current | $ 489 | $ 473 |
Selected Balance Sheet Data - C
Selected Balance Sheet Data - Components of Deferred Compensation and Commissions (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current | ||
Stock appreciation rights ("SARs") liability | $ 2,480 | $ 2,323 |
Commissions payable to investment sales and financing professionals | 40,196 | 72,247 |
Deferred compensation liability | 471 | 493 |
Other | 204 | 258 |
Deferred compensation and commissions | 43,351 | 75,321 |
Non-Current | ||
Stock appreciation rights ("SARs") liability | 11,037 | 13,137 |
Commissions payable to investment sales and financing professionals | 22,647 | 45,156 |
Deferred compensation liability | 7,615 | 6,168 |
Other | 0 | 0 |
Deferred compensation and commissions | $ 41,299 | $ 64,461 |
Selected Balance Sheet Data -_2
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Increase (decrease) in the carrying value of the assets held in the rabbi trust | $ 472 | $ (1,259) | $ 930 | $ (1,784) |
(Increase) decrease in the net carrying value of the deferred compensation obligation | $ (452) | $ 1,259 | $ (885) | $ 1,791 |
Selected Balance Sheet Data -_3
Selected Balance Sheet Data - Schedule of Other Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current | ||
Deferred consideration | $ 1,294 | $ 3,633 |
Contingent consideration | 1,513 | 1,726 |
Dividends payable | 645 | 612 |
Stock repurchase payable | 0 | 565 |
Loan guarantee obligation | 537 | 2,040 |
Other | 910 | 1,357 |
Other liabilities | 4,899 | 9,933 |
Non-Current | ||
Deferred consideration | 724 | 1,486 |
Contingent consideration | 5,005 | 5,341 |
Dividends payable | 1,528 | 1,603 |
Stock repurchase payable | 0 | 0 |
Loan guarantee obligation | 2,696 | 0 |
Other | 566 | 184 |
Other liabilities | $ 10,519 | $ 8,614 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Total revenue | $ 162,866,000 | $ 395,957,000 | $ 317,658,000 | $ 715,421,000 | |
Cost of services | 101,163,000 | 256,042,000 | 196,590,000 | 452,810,000 | |
Operating lease right-of-use assets, net | 102,741,000 | 102,741,000 | $ 87,945,000 | ||
Other assets, current | 5,850,000 | 5,850,000 | 7,282,000 | ||
Accounts payable and accrued expenses | 11,893,000 | 11,893,000 | 11,450,000 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Other assets, current | 90,000 | 90,000 | 6,000 | ||
MMC | |||||
Related Party Transaction [Line Items] | |||||
Operating lease cost | 295,000 | 320,000 | 592,000 | 653,000 | |
Operating lease right-of-use assets, net | 8,115,000 | 8,115,000 | 9,041,000 | ||
Operating lease liability | 8,442,000 | 8,442,000 | 9,262,000 | ||
MMC | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Total revenue | 0 | 912,000 | 441,000 | 2,510,000 | |
Other assets, current | 3,000 | 3,000 | |||
Accounts payable and accrued expenses | $ 79,000 | ||||
MMC | Transition Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Selling, general and administrative expense | (19,000) | (7,000) | (44,000) | (18,000) | |
MMC | Brokerage And Financing Services | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Cost of services | $ 0 | $ 547,000 | $ 264,000 | $ 1,501,000 | |
Chairman And Founder | |||||
Related Party Transaction [Line Items] | |||||
Beneficial ownership percentage | 39% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||||
Assets held in rabbi trust | $ 10,365 | $ 9,553 | ||
Marketable debt securities, available-for-sale | 235,567 | 322,029 | ||
Liabilities: | ||||
Contingent consideration | 6,518 | $ 7,779 | ||
Deferred consideration | 2,018 | 5,119 | ||
Deferred compensation liability | 8,086 | 6,661 | ||
Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 164,856 | 253,434 | ||
Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 70,711 | 68,595 | ||
U.S. treasuries | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 65,495 | 134,549 | ||
U.S. treasuries | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 17,409 | 20,715 | ||
U.S. government sponsored entities | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 510 | 536 | ||
Corporate debt | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 99,361 | 118,041 | ||
Corporate debt | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 42,250 | 41,358 | ||
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 | 10,542 | 5,986 | ||
Recurring | ||||
Assets | ||||
Cash equivalents | 131,602 | 180,349 | ||
Recurring | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 164,856 | 253,434 | ||
Recurring | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 70,711 | 68,595 | ||
Recurring | Commercial paper | ||||
Assets | ||||
Cash equivalents | 50,191 | 41,324 | ||
Recurring | Money market funds | ||||
Assets | ||||
Cash equivalents | 81,411 | 139,025 | ||
Recurring | Assets held in rabbi trust | ||||
Assets | ||||
Assets held in rabbi trust | 10,365 | 9,553 | ||
Recurring | U.S. treasuries | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 65,495 | 134,549 | ||
Recurring | U.S. treasuries | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 17,409 | 20,715 | ||
Recurring | U.S. government sponsored entities | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 510 | 536 | ||
Recurring | Corporate debt | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 99,361 | 118,041 | ||
Recurring | Corporate debt | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 42,250 | 41,358 | ||
Recurring | ABS and other | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 0 | 844 | ||
Recurring | ABS and other | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 10,542 | 5,986 | ||
Level 1 | Recurring | ||||
Assets | ||||
Cash equivalents | 81,411 | 139,025 | ||
Liabilities: | ||||
Deferred consideration | 0 | 0 | ||
Deferred compensation liability | 8,086 | 6,661 | ||
Level 1 | Recurring | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 65,495 | 134,549 | ||
Level 1 | Recurring | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 17,409 | 20,715 | ||
Level 1 | Recurring | Commercial paper | ||||
Assets | ||||
Cash equivalents | 0 | 0 | ||
Level 1 | Recurring | Money market funds | ||||
Assets | ||||
Cash equivalents | 81,411 | 139,025 | ||
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 | 65,495 | 134,549 | ||
Level 1 | Recurring | U.S. treasuries | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 17,409 | 20,715 | ||
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 equivalents | 50,191 | 41,324 | ||
Liabilities: | ||||
Deferred consideration | 2,018 | 5,119 | ||
Deferred compensation liability | 0 | 0 | ||
Level 2 | Recurring | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 99,361 | 118,885 | ||
Level 2 | Recurring | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 53,302 | 47,880 | ||
Level 2 | Recurring | Commercial paper | ||||
Assets | ||||
Cash equivalents | 50,191 | 41,324 | ||
Level 2 | Recurring | Money market funds | ||||
Assets | ||||
Cash equivalents | 0 | 0 | ||
Level 2 | Recurring | Assets held in rabbi trust | ||||
Assets | ||||
Assets held in rabbi trust | 10,365 | 9,553 | ||
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 | 510 | 536 | ||
Level 2 | Recurring | Corporate debt | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 99,361 | 118,041 | ||
Level 2 | Recurring | Corporate debt | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 42,250 | 41,358 | ||
Level 2 | Recurring | ABS and other | Short-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 0 | 844 | ||
Level 2 | Recurring | ABS and other | Long-term investments: | ||||
Assets | ||||
Marketable debt securities, available-for-sale | 10,542 | 5,986 | ||
Level 3 | Recurring | ||||
Assets | ||||
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 equivalents | 0 | 0 | ||
Level 3 | Recurring | Money market funds | ||||
Assets | ||||
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 | 6,518 | 7,067 | $ 9,312 | |
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 | $ 6,518 | $ 7,067 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value, assets, level 3 transfers, amount | $ 0 | $ 0 | |
Contingent and deferred consideration, maximum undiscounted payment | $ 17,300,000 | $ 21,300,000 | |
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 | 4 years |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation of Contingent Consideration Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Ending balance | $ 6,518 | $ 7,779 |
Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 7,067 | 9,312 |
Contingent consideration in connection with acquisitions | 0 | 0 |
Change in fair value of contingent consideration | 511 | (493) |
Payments of contingent consideration | (1,060) | $ (1,040) |
Ending balance | $ 6,518 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value Liabilities Measured On Recurring Basis Valuation Techniques (Detail) $ in Thousands | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 6,518 | $ 7,779 | ||
Contingent consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 6,518 | $ 7,067 | $ 9,312 | |
Level 3 | Contingent consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | 6,518 | 7,067 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration | $ 6,518 | $ 7,067 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | Expected life of cash flows | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 0.1 | 0.4 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | Expected life of cash flows | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 4.3 | 4.8 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | Expected life of cash flows | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 2.2 | 2.7 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | Discount rate | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 0.062 | 0.060 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | Discount rate | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 0.073 | 0.070 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | Discount rate | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 0.068 | (0.065) | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | Probability of achievement | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 0 | 0 | ||
Level 3 | Recurring | Contingent consideration | Discounted cash flow | 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 | Contingent consideration | Discounted cash flow | Probability of achievement | Weighted Average | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Range (Weighted Average) | 0.948 | (0.954) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2023 | May 02, 2023 | Apr. 06, 2023 | Dec. 31, 2022 | Aug. 02, 2022 | |
Common stock, shares issued (in shares) | 38,460,595 | 39,255,838 | |||
Common stock, shares outstanding (in shares) | 38,460,595 | 39,255,838 | |||
Common stock share, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
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 | ||||
Stock repurchase program, authorized amount | $ 70,000 | $ 70,000 | |||
Stock repurchased and retired (in shares) | 1,098,561 | ||||
Stock repurchased and retired | $ 34,400 | ||||
Average cost (in dollars per share) | $ 31.28 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 76,000 | ||||
Unvested Restricted Stock | |||||
Dividends payable | $ 2,200 | ||||
Unvested Restricted Stock | 2013 Omnibus Equity Incentive Plan | |||||
Dividends payable | $ 2,200 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans - 2013 Omnibus Equity Incentive Plan (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Apr. 06, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock shares available for grant (in shares) | 3,401,886 | |
Unvested Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends payable | $ 2.2 | |
2013 Omnibus Equity Incentive Plan | Unvested Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividends payable | $ 2.2 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Awards Granted and Settled (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested shares (in shares) | 349,290 |
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 |
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) | 349,290 |
Number of common stock shares withheld to pay employee statutory withholding taxes (in shares) | 125,319 |
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 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Outstanding Awards Under 2013 Omnibus Equity Incentive Plan (Detail) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Shares | |
Nonvested shares at beginning (in shares) | shares | 1,741,461 |
Granted (in shares) | shares | 556,260 |
Vested (in shares) | shares | (349,290) |
Forfeited/canceled (in shares) | shares | (10,347) |
Nonvested shares at ending (in shares) | shares | 1,938,084 |
Weighted- Average Grant Date Fair Value Per Share | |
Nonvested at beginning (in dollars per share) | $ / shares | $ 42.14 |
Granted (in dollars per share) | $ / shares | 34.09 |
Vested (in dollars per share) | $ / shares | 42.10 |
Forfeited/canceled (in dollars per share) | $ / shares | 40.90 |
Nonvested at ending (in dollars per share) | $ / shares | $ 39.85 |
Unrecognized stock-based compensation expense | $ | $ 68.2 |
Unrecognized Compensation Expense Is Expected To Be Recognized Over A Weighted Average Period (Years) | 3 years 8 months 8 days |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plans - Employee Stock Purchase Plan (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock shares available for issuance (in shares) | 3,401,886 |
Unrecognized stock-based compensation expense | $ | $ 68,200 |
ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Length of purchase intervals | 6 months |
ESPP discount rate | 10% |
Initial Common stock reserved (in shares) | 366,667 |
Common stock shares available for issuance (in shares) | 121,615 |
Unrecognized stock-based compensation expense | $ | $ 65 |
Cost not yet recognized, period for recognition | 4 months 17 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 share increase | 366,667 |
Common stock available for future issuance authorized annual percentage increase | 1% |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plans - SARs and DSUs (Detail) | 6 Months Ended |
Jun. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested shares (in shares) | 349,290 |
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% |
Stock-Based Compensation Plan_7
Stock-Based Compensation Plans - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 5,351 | $ 4,275 | $ 10,362 | $ 8,131 |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 28 | 29 | 83 | 85 |
RSUs and RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 5,323 | $ 4,246 | $ 10,279 | $ 8,046 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (45.50%) | 24.90% | 16.60% | 25.50% |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes and Income before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Amount | ||||
Income tax (benefit) expense at the federal statutory rate | $ (1,260) | $ 11,786 | $ (3,668) | $ 21,139 |
State income tax expense (benefit), net of federal benefit | 315 | 2,389 | (424) | 4,422 |
(Windfall) shortfall tax benefits, net related to stock-based compensation | 119 | (1,758) | 773 | (2,064) |
Change in valuation allowance | 17 | 23 | 244 | (81) |
Permanent and other items | 3,537 | 1,515 | 170 | 2,296 |
Provision for income taxes | $ 2,728 | $ 13,955 | $ (2,905) | $ 25,712 |
Rate | ||||
Income tax (benefit) expense at the federal statutory rate | 21% | 21% | 21% | 21% |
State income tax expense (benefit), net of federal benefit | (5.30%) | 4.30% | 2.40% | 4.40% |
(Windfall) shortfall tax benefits, net related to stock-based compensation | (2.00%) | (3.10%) | (4.40%) | (2.10%) |
Change in valuation allowance | (0.30%) | 0% | (1.40%) | (0.10%) |
Permanent and other items | (58.90%) | 2.70% | (1.00%) | 2.30% |
Provision for income taxes | (45.50%) | 24.90% | 16.60% | 25.50% |
(Loss) Earnings per Share - Com
(Loss) 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, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator (Basic and Diluted): | ||||
Net (loss) income | $ (8,729) | $ 42,168 | $ (14,562) | $ 74,951 |
Change in value for stock settled consideration | 13 | (24) | 37 | (38) |
Adjusted net (loss) income | $ (8,716) | $ 42,144 | $ (14,525) | $ 74,913 |
Denominator: | ||||
Weighted average common shares issued and outstanding (in shares) | 38,553,000 | 39,936,000 | 38,880,000 | 39,829,000 |
Deduct: Unvested RSAs (in shares) | (15,000) | (12,000) | (13,000) | (13,000) |
Add: Fully vested DSUs (in shares) | 0 | 124,000 | 0 | 202,000 |
Weighted average common shares outstanding (in shares) | 38,538,000 | 40,048,000 | 38,867,000 | 40,018,000 |
Basic (loss) earnings per common share (in dollars per share) | $ (0.23) | $ 1.05 | $ (0.37) | $ 1.87 |
Weighted average common shares outstanding from above (in shares) | 38,538,000 | 40,048,000 | 38,867,000 | 40,018,000 |
Add: Dilutive effect of RSUs, RSAs & ESPP (in shares) | 0 | 213,000 | 0 | 291,000 |
Add: Contingently issuable shares (in shares) | 0 | 81,000 | 0 | 81,000 |
Weighted average common shares outstanding (in shares) | 38,538,000 | 40,342,000 | 38,867,000 | 40,390,000 |
Diluted (in dollars per share) | $ (0.23) | $ 1.04 | $ (0.37) | $ 1.85 |
Antidilutive shares excluded from diluted earnings per common share (in shares) | 1,887,000 | 843,000 | 1,781,000 | 843,000 |
Restricted Stock Awards | 2013 Omnibus Equity Incentive Plan | ||||
Denominator: | ||||
Vesting period | 1 year |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||||||
Interest expense | $ 216 | $ 158 | $ 431 | $ 318 | ||
Guarantee obligations, maximum exposure | 114,700 | 114,700 | ||||
Maximum unpaid loan amount for which guarantee obligations granted | 688,100 | 688,100 | ||||
Allowance for loss sharing obligations | 656 | 656 | $ 275 | |||
Other commitment amount | 10,000 | 10,000 | ||||
Guarantor Obligations, Amount Pledged | 102 | 102 | $ 16 | |||
Revolving Credit Facility | Credit Facility | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Senior secured revolving credit facility maximum borrowing capacity | 60,000 | 60,000 | ||||
Debt instrument, term | 3 years | |||||
Standby letters of credit borrowing capacity | 10,000 | 10,000 | ||||
Standby letters of credit, utilized amount | 533 | $ 533 | ||||
Credit agreement, unused capacity, commitment fee percentage | 0.10% | |||||
Interest expense | 26 | $ 22 | $ 51 | $ 47 | ||
Credit agreement, amount outstanding | $ 0 | $ 0 | ||||
Minimum EBITDAR coverage ratio | 1.25 | |||||
Maximum Total Funded Debt to EBITDA ratio | 2 | |||||
Credit agreement, pledge percentage | 100% | |||||
Minimum | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Credit Facility | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility Bearing interest rate | 1% | |||||
Maximum | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Credit Facility | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of Credit Facility Bearing interest rate | 1.25% |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Detail) | Aug. 01, 2023 $ / shares |
Subsequent Event | Semi Annual Regular Dividend | |
Subsequent Event [Line Items] | |
Dividends payable amount per share (in dollars per share) | $ 0.25 |