Business Wire | Nov 5, 2020 04:04PM EST

Marcus & Millichap, Inc. Reports Results for Third Quarter 2020

Nov. 05, 2020

CALABASAS, Calif.--(BUSINESS WIRE)--Nov. 05, 2020--Marcus & Millichap, Inc. (the "Company", "Marcus & Millichap", "MMI") (NYSE: MMI), a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services, today reported financial results for the third quarter ended September 30, 2020.

Third Quarter 2020 Results and Highlights

* Total revenues were $158.6 million, as compared to $117.4 million in the second quarter of 2020 * Net income of $6.0 million, or $0.15 per common share, diluted, compared to net income of $106,000 in the second quarter of 2020 * Adjusted EBITDA of $12.2 million, compared to $4.2 million in the second quarter of 2020 * Revenue from financing fees was $15.6 million, compared to $12.7 million in the second quarter of 2020 * Private Client brokerage revenue increased 38.2% sequentially quarter-over-quarter * Middle Market and Larger Transaction brokerage revenue increased 30.9% sequentially quarter-over-quarter

Nine Months 2020 Results and Highlights

* Total revenues were $466.7 million * Net income of $19.2 million, or $0.48 per common share, diluted * Adjusted EBITDA of $38.8 million * Revenue from financing fees was $43.7 million * Number of investments sales professionals was 1,920, increasing by 4.0% over the past 12 months

Hessam Nadji, President and CEO stated, "We gained momentum over the second quarter thanks to intensified client out-reach launched at the onset of the health crisis coupled with our team's ability to resurrect a number of transactions that had been cancelled or postponed. MMI's time-tested problem-solving and opportunity-driven client services and wide network of buyer relationships enabled us to increase brokerage transactions by 42% sequentially quarter-over-quarter. The overall transaction market posted modest improvement driven by more availability of financing as many lenders came back into the market. MMI outperformed as measured by our 13% year-over-year decline in brokerage transactions in contrast to an estimated decline of 40% in market sales. We are encouraged by our progress toward returning to year-over-year growth and incremental improving in market conditions barring any unexpected negative effect on investor sentiment."

Mr. Nadji continued, "Expense reductions implemented early in the market disruption and strategic allocation of capital toward business continuity, marketing technology and accretive acquisitions contributed to improved results and remain on course. The recent announcement of the acquisition of Mission Capital, which expands our financing capabilities including loan sales and loan advisory services, is reflective of our commitment to growth. We are confident that our plan will enable us to persevere through the market disruption, accelerate innovation and elevate our growth potential by thinking and executing offensively."

Third Quarter 2020 Results Compared to Third Quarter 2019

Total revenues for the third quarter of 2020 were $158.6 million, compared to $198.2 million for the same period in the prior year, decreasing 20.0%. The decline in total revenues was driven by the decrease in real estate brokerage commissions primarily due to the ongoing COVID-19 pandemic, which negatively impacted the ability to transact business. Real estate brokerage commissions decreased 21.8% to $140.8 million primarily due to a decline in overall sales volume, partially offset by an increase in average commission rates. Sales volume was primarily impacted by the decline in the number of investment sales transactions and the average transaction size. Financing fees of $15.6 million were relatively comparable as a result of increased re-financing activity due to low interest rates.

Total operating expenses for the third quarter of 2020 decreased 12.7% to $152.0 million, compared to $174.1 million for the same period in the prior year. The decrease was primarily driven by a 19.7% decrease in cost of services, partially offset by a 3.4% increase in selling, general and administrative expense. Cost of services as a percent of total revenues increased 30 basis points to 62.9% compared to the same period in the prior year, primarily due to a higher proportion of transactions completed by our more senior investment sales and financing professionals.

Selling, general and administrative expense for the third quarter of 2020 increased 3.4% to $49.7 million, compared to the same period in the prior year. The increase was primarily due to increases in (i) variable employee incentive compensation and (ii) business development, marketing and other support related to the long-term retention of our sales and financing professionals, as well as recent additions of experienced professionals. These increases were partially offset by COVID-19 related (i) reductions in headcount, salaries and related benefits and (ii) decreases in sales events, travel and other related expenses.

Net income for the third quarter of 2020 was $6.0 million, or $0.15 per common share, basic and diluted, compared to $19.3 million, or $0.49 per common share, basic and diluted, for the same period in the prior year. Adjusted EBITDA for the third quarter of 2020 was $12.2 million, compared to $27.9 million for the same period in the prior year.

Nine Months 2020 Results Compared to Nine Months 2019

Total revenues for the nine months ended September 30, 2020, were $466.7 million, compared to $568.5 million for the same period in the prior year, a decrease of $101.8 million, or 17.9%. Total operating expenses for the nine months ended September 30, 2020 decreased by 11.2% to $443.1 million compared to $499.2 million for the same period in the prior year. Cost of services as a percent of total revenues increased to 61.5%, up 100 basis points compared to the first nine months of 2019. The Company reported net income for the nine months ended September 30, 2020 of $19.2 million, or $0.49 per common share basic and $0.48 per common share diluted, compared with net income of $56.2 million, or $1.43 per common share basic and $1.42 per common share diluted for the same period in the prior year. Adjusted EBITDA for the nine months ended September 30, 2020 decreased by 53.3% to $38.8 million, from $83.0 million for the same period in the prior year. As of September 30, 2020, the Company had 1,999 investment sales and financing professionals, a net gain of 54 over the prior year.

Subsequent Events

In October 2020, the Company acquired Mission Capital, a nationally recognized capital markets advisor with teams specializing in the sale of loans and consultative/due diligence services as well as debt and equity placement across all property types. The firm's loan sale and consulting clients include commercial and investment banks, hedge funds, special servicers, government agencies and private equity firms. The addition brings 18 capital markets sales professionals to MMI with offices in New York, Florida, Texas and California.

Impact of COVID-19

Since the declaration of the COVID-19 pandemic in mid-March, the Company has implemented recommendations and protocols from the Centers for Disease Control, the World Health Organization and federal, state and local authorities where it operates to ensure the safety and well-being of its clients, employees, and agents. The Company quickly implemented work from home protocols for all offices and has been conducting business using its extensive technology platform. To mitigate the impact of COVID-19 on our business, the Company has assessed its cost structure and instituted expense reductions to preserve the Company's strong balance sheet and financial position.

The impact of shelter-in-place orders, widespread travel restrictions and disruptions to the financial markets in response to the economic uncertainty introduced by the pandemic have all had an adverse impact on the real estate investment sales market. The slower transaction market continues to impact the Company's business, resulting in a reduction in transaction volume, revenues, Adjusted EBITDA and earnings per share until normal business conditions resume and the Company replenishes its transaction pipeline. The duration of the disruptive nature of the pandemic on the Company's business as well as the financial impact is unknown at this time. During the third quarter of 2020, we saw a recovery in transaction activity and availability of capital from the initial shock of COVID-19.

Business Outlook

Notwithstanding the current impact of the COVID-19 pandemic on the current business environment, we believe that the Company is positioned to achieve long-term growth by leveraging a number of factors. These include our leading national brand and market position within the Private Client Market segment, growth opportunities in the Middle Market and Larger Transaction Market segments, significant growth potential in our financing division, Marcus & Millichap Capital Corporation, and supplementing our organic growth through incremental strategic acquisitions. The Company's growth plan also includes further expansion of investment brokerage services in office, industrial and various specialty property types such as hospitality, self-storage and seniors housing.

The Company benefits from its experienced management team, infrastructure investments, industry-leading market research and proprietary technology. The size and fragmentation of the Private Client Market segment continues to offer long-term growth opportunities. This market segment consistently accounts for over 80% of all commercial property sales transactions and over 60% of the commission pool and is highly fragmented. The top 10 brokerage firms led by MMI have an estimated 24% share of this segment by transaction count.

Key factors that may influence the Company's business during the remainder of 2020 include:

* Slower transaction velocity as a result of the impact of COVID-19 on the market and the Company's transaction volume, revenues and earnings per share * Volatility in market sales and investor sentiment driven by: Slowdown in market sales in the short- to mid-term due to local and regional surges of COVID-19 cases, interest rate fluctuations, increasing bid-ask spread gap between buyers and sellers and economic trends Possible boost to investor sentiment and sales activity based on apparent bottoming of interest rates, easing cycle and economic initiatives which may increase real estate investor demand Possible impediment of investor sentiment related to regulatory changes at the local, state and national level * Experienced agents' larger share of revenue production in a more challenging market environment, resulting in a higher cost of services * Volatility in the Company's Middle and Larger Transaction Market segments * Global geopolitical uncertainty, which may cause investors to refrain from transacting * The potential for accretive acquisition activity and subsequent integration

Conference Call Details

Marcus & Millichap will host a conference call today to discuss the results at 2:00 p.m. Pacific Time/5:00 p.m. Eastern Time. To participate in the conference call, callers from the United States and Canada should dial (800) 926-9174 ten minutes prior to the scheduled call time. International callers should dial (212) 271-4651. For those unable to participate during the live broadcast, a telephonic replay of the call will also be available from 5:00 p.m. Pacific Time/8:00 p.m. Eastern Time on Thursday, November 5, 2020, through 8:59 p.m. Pacific Time/11:59 p.m. Eastern Time on Thursday, November 19, 2020, by dialing (844) 512-2921 in the United States and Canada or (412) 317-6671 internationally and entering passcode 21970891.

About Marcus & Millichap, Inc.

Marcus & Millichap, Inc. is a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services. As of September 30, 2020, the Company had 1,999 investment sales and financing professionals in 83 offices who provide investment brokerage and financing services to sellers and buyers of commercial real estate. The Company also offers market research, consulting and advisory services to our clients. Marcus & Millichap closed 5,976 transactions for the nine months ended September 30, 2020, with a sales volume of approximately $28 billion. For additional information, please visit www.MarcusMillichap.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This release includes forward-looking statements, including the Company's business outlook for 2020 and beyond, the potential continuing impact of the COVID-19 pandemic, and expectations for changes (or fluctuations) in market share growth. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

* uncertainties relating to the effects of the COVID-19 pandemic, including the length and severity of such pandemic, and the pace of recovery following such pandemic; * general uncertainty in the capital markets and a worsening of economic conditions and the rate and pace of economic recovery following an economic downturn; * changes in our business operations, including restrictions on business activities, resulting from the COVID-19 pandemic; * market trends in the commercial real estate market or the general economy; * our ability to attract and retain qualified senior executives, managers and investment sales and financing professionals; * the effects of increased competition on our business; * our ability to successfully enter new markets or increase our market share; * our ability to successfully expand our services and businesses and to manage any such expansions; * our ability to retain existing clients and develop new clients; * our ability to keep pace with changes in technology; * any business interruption or technology failure and any related impact on our reputation; * changes in interest rates, tax laws, employment laws or other government regulation affecting our business; and * other risk factors included under "Risk Factors" in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

In addition, in this release, the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "predict," "potential," "should" and similar expressions, as they relate to our company, our business and our management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Forward-looking statements speak only as of the date of this release. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended September 30, September 30,

2020 2019 2020 2019

Revenues:

Real estate brokerage $ 140,844 $ 180,198 $ 416,044 $ 513,815 commissions

Financing fees 15,620 16,013 43,674 47,487

Other revenues 2,111 2,009 6,974 7,218

Total revenues 158,575 198,220 466,692 568,520

Operating expenses:

Cost of services 99,707 124,147 287,207 343,682

Selling, general and 49,722 48,091 148,101 149,845 administrative

Depreciation and 2,606 1,910 7,822 5,674 amortization

Total operating expenses 152,035 174,148 443,130 499,201

Operating income 6,540 24,072 23,562 69,319

Other income (expense), 1,615 2,573 4,224 9,067 net

Interest expense (199 ) (329 ) (695 ) (1,018 )

Income before provision 7,956 26,316 27,091 77,368 for income taxes

Provision for income 1,916 7,024 7,875 21,159 taxes

Net income 6,040 19,292 19,216 56,209



Other comprehensive (loss) income:

Marketable debtsecurities, available-for-sale:

Change in net unrealized (30 ) 160 687 1,874 gains and losses

Less: reclassificationadjustment for netlosses (gains) includedin

other income (expense), 8 (23 ) 32 (41 )net

Net change, net of taxof $(7), $46, $246 and$617 for the three and

nine months endedSeptember 30, 2020 and (22 ) 137 719 1,833 2019, respectively

Foreign currencytranslation (loss) gain,net of tax of $0 foreach of the

three and nine monthsended September 30, 2020 (214 ) 114 254 (200 )and 2019

Total othercomprehensive (loss) (236 ) 251 973 1,633 income

Comprehensive income $ 5,804 $ 19,543 $ 20,189 $ 57,842



Earnings per share:

Basic $ 0.15 $ 0.49 $ 0.49 $ 1.43

Diluted $ 0.15 $ 0.49 $ 0.48 $ 1.42

Weighted average common shares outstanding:

Basic 39,681 39,441 39,617 39,383

Diluted 39,727 39,550 39,676 39,527

MARCUS & MILLICHAP, INC. KEY OPERATING METRICS SUMMARY (Unaudited)

Total sales volume was $9.1 billion for the three months ended September 30, 2020, encompassing 2,139 transactions consisting of $7.0 billion for real estate brokerage (1,527 transactions), $1.7 billion for financing (442 transactions) and $0.4 billion in other transactions, including consulting and advisory services (170 transactions). Total sales volume was $27.8 billion for the nine months ended September 30, 2020, encompassing 5,976 transactions consisting of $20.9 billion for real estate brokerage (4,217 transactions), $4.6 billion for financing (1,301 transactions) and $2.3 billion in other transactions, including consulting and advisory services (458 transactions). As of September 30, 2020, the Company had 1,920 investment sales professionals and 79 financing professionals. Key metrics for real estate brokerage and financing activities (excluding other transactions) are as follows:

Three Months Ended Nine Months Ended September 30, September 30,

Real Estate Brokerage 2020 2019 2020 2019

Average Number ofInvestment Sales 1,917 1,837 1,911 1,829 Professionals

Average Number ofTransactions per 0.80 0.95 2.21 2.73 Investment SalesProfessional

Average Commission per $ 92,236 $ 102,794 $ 98,659 $ 102,928 Transaction

Average Commission Rate 2.01 % 1.88 % 1.99 % 1.98 %

Average Transaction Size $ 4,581 $ 5,460 $ 4,947 $ 5,190 (in thousands)

Total Number of 1,527 1,753 4,217 4,992 Transactions

Total Sales Volume (in $ 6,995 $ 9,571 $ 20,861 $ 25,908 millions)



Three Months Ended Nine Months Ended September 30, September 30,

Financing ^(1) 2020 2019 2020 2019

Average Number of 82 98 86 103 Financing Professionals

Average Number ofTransactions per Financing 5.39 5.01 15.13 13.23 Professional

Average Fee per $ 33,531 $ 31,203 $ 31,607 $ 33,361 Transaction

Average Fee Rate 0.88 % 0.90 % 0.89 % 0.91 %

Average Transaction Size $ 3,828 $ 3,460 $ 3,533 $ 3,685 (in thousands)

Total Number of 442 491 1,301 1,363 Transactions

Total Financing Volume (in $ 1,692 $ 1,699 $ 4,597 $ 5,023 millions)

(1)

Operating metrics calculated excluding certain financing fees not directly associated to transactions.

The following table sets forth the number of transactions, sales volume and revenues by commercial real estate market segment for real estate brokerage:

^ ^Operating metrics calculated excluding certain financing fees not(1) directly associated to transactions.

The following table sets forth the number of transactions, sales volume and revenues by commercial real estate market segment for real estate brokerage:

Three Months Ended,

September 30, 2020 June 30, 2020 Change

Real Estate Number Volume Revenues Number Volume Revenues Number Volume RevenuesBrokerage

(in (in (in (in (in (in millions) thousands) millions) thousands) millions) thousands)

<$1 million 241 $ 156 $ 6,290 192 $ 118 $ 4,518 49 $ 38 $ 1,772

PrivateClientMarket ($1 1,168 3,592 97,856 793 2,614 70,817 375 978 27,039 - <$10million)

MiddleMarket ($10 70 945 17,643 43 618 11,591 27 327 6,052 - <$20million)

LargerTransactionMarket (? 48 2,302 19,055 47 2,074 16,445 1 228 2,610 $20million)

1,527 $ 6,995 $ 140,844 1,075 $ 5,424 $ 103,371 452 $ 1,571 $ 37,473

Three Months Ended September 30,

2020 2019 Change

Real Estate Number Volume Revenues Number Volume Revenues Number Volume RevenuesBrokerage

(in (in (in (in (in (in millions) thousands) millions) thousands) millions) thousands)

<$1 million 241 $ 156 $ 6,290 274 $ 173 $ 7,182 (33 ) $ (17 ) $ (892 )

PrivateClientMarket ($1 1,168 3,592 97,856 1,301 4,257 121,228 (133 ) (665 ) (23,372 )- <$10million)

MiddleMarket ($10 70 945 17,643 109 1,466 25,997 (39 ) (521 ) (8,354 )- <$20million)

LargerTransactionMarket (? 48 2,302 19,055 69 3,675 25,791 (21 ) (1,373 ) (6,736 )$20million)

1,527 $ 6,995 $ 140,844 1,753 $ 9,571 $ 180,198 (226 ) $ (2,576 ) $ (39,354 )

Nine Months Ended September 30,

2020 2019 Change

Real Estate Number Volume Revenues Number Volume Revenues Number Volume RevenuesBrokerage

(in (in (in (in (in (in millions) thousands) millions) thousands) millions) thousands)

<$1 million 649 $ 410 $ 16,550 733 $ 474 $ 19,607 (84 ) $ (64 ) $ (3,057 )

PrivateClientMarket ($1 3,203 10,207 282,937 3,753 12,160 345,812 (550 ) (1,953 ) (62,875 )- <$10million)

MiddleMarket ($10 204 2,785 51,902 312 4,234 76,521 (108 ) (1,449 ) (24,619 )- <$20million)

LargerTransactionMarket (? 161 7,459 64,655 194 9,040 71,875 (33 ) (1,581 ) (7,220 )$20million)

4,217 $ 20,861 $ 416,044 4,992 $ 25,908 $ 513,815 (775 ) $ (5,047 ) $ (97,771 )

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for shares and par value)

September 30, 2020 (Unaudited)

December 31, 2019

Assets

Current assets:

Cash and cash equivalents

$

173,112

$

232,670

Commissions receivable, net

6,846

5,003

Prepaid expenses

8,694

10,676

Income tax receivable

10,023

4,999

Marketable debt securities, available-for-sale (includes amortized cost of $169,239 and $150,517 at September

30, 2020 and December 31, 2019, respectively, and $0 allowance for credit losses)

169,513

150,752

Advances and loans, net

2,090

2,882

Other assets

3,013

3,185

Total current assets

373,291

410,167

Property and equipment, net

23,371

22,643

Operating lease right-of-use assets, net

82,202

90,535

Marketable debt securities, available-for-sale (includes amortized cost of $44,246 and $59,468 at September 30,

2020 and December 31, 2019, respectively, and $0 allowance for credit losses)

46,505

60,809

Assets held in rabbi trust

9,467

9,452

Deferred tax assets, net

15,839

22,122

Goodwill and other intangible assets, net

36,883

22,312

Advances and loans, net

104,248

66,647

Other assets

4,319

4,347

Total assets

$

696,125

$

709,034

Liabilities and stockholders' equity

Current liabilities:

Accounts payable and other liabilities

$

10,601

$

10,790

Notes payable to former stockholders

-

6,564

Deferred compensation and commissions

37,244

44,301

Operating lease liabilities

17,954

17,762

Accrued bonuses and other employee related expenses

10,238

22,388

Total current liabilities

76,037

101,805

Deferred compensation and commissions

33,921

45,628

Operating lease liabilities

57,002

63,155

Other liabilities

8,131

3,539

Total liabilities

175,091

214,127

Commitments and contingencies

-

-

Stockholders' equity:

Preferred stock, $0.0001 par value:

Authorized shares - 25,000,000; issued and outstanding shares - none at September 30, 2020 and

December 31, 2019, respectively

-

-

Common stock, $0.0001 par value:

Authorized shares - 150,000,000; issued and outstanding shares - 39,376,477 and 39,153,195 at

September 30, 2020 and December 31, 2019, respectively

4

4

Additional paid-in capital

110,625

104,658

Stock notes receivable from employees

-

(4

)

Retained earnings

407,454

388,271

Accumulated other comprehensive income

2,951

1,978

Total stockholders' equity

521,034

494,907

Total liabilities and stockholders' equity

$

696,125

$

709,034

MARCUS & MILLICHAP, INC. OTHER INFORMATION (Unaudited)

Adjusted EBITDA Reconciliation

Adjusted EBITDA, which the Company defines as net income before (i) interest income and other, including net realized gains (losses) on marketable debt securities, available-for-sale and cash and cash equivalents, (ii) interest expense, (iii) provision for income taxes, (iv) depreciation and amortization, (v) stock-based compensation, and (vi) non-cash mortgage servicing rights ("MSRs") activity. The Company uses Adjusted EBITDA in its business operations to evaluate the performance of its business, develop budgets and measure its performance against those budgets, among other things. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate its overall operating performance. However, Adjusted EBITDA has material limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under U.S. generally accepted accounting principles ("U.S. GAAP"). The Company finds Adjusted EBITDA to be a useful tool to assist in evaluating performance because Adjusted EBITDA eliminates items related to capital structure, taxes and non-cash items. In light of the foregoing limitations, the Company does not rely solely on Adjusted EBITDA as a performance measure and also considers its U.S. GAAP results. Adjusted EBITDA is not a measurement of the Company's financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income or any other measures derived in accordance with U.S. GAAP. Because Adjusted EBITDA is not calculated in the same manner by all companies, it may not be comparable to other similarly titled measures used by other companies.

A reconciliation of the most directly comparable U.S. GAAP financial measure, net income, to Adjusted EBITDA is as follows (in thousands):

MARCUS & MILLICHAP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for shares and par value)

September December 30, 31, 2020 2019 (Unaudited)

Assets

Current assets:

Cash and cash equivalents $ 173,112 $ 232,670

Commissions receivable, net 6,846 5,003

Prepaid expenses 8,694 10,676

Income tax receivable 10,023 4,999

Marketable debt securities, available-for-sale(includes amortized cost of $169,239 and $150,517 atSeptember

30, 2020 and December 31, 2019, respectively, and $0 169,513 150,752 allowance for credit losses)

Advances and loans, net 2,090 2,882

Other assets 3,013 3,185

Total current assets 373,291 410,167

Property and equipment, net 23,371 22,643

Operating lease right-of-use assets, net 82,202 90,535

Marketable debt securities, available-for-sale(includes amortized cost of $44,246 and $59,468 atSeptember 30,

2020 and December 31, 2019, respectively, and $0 46,505 60,809 allowance for credit losses)

Assets held in rabbi trust 9,467 9,452

Deferred tax assets, net 15,839 22,122

Goodwill and other intangible assets, net 36,883 22,312

Advances and loans, net 104,248 66,647

Other assets 4,319 4,347

Total assets $ 696,125 $ 709,034



Liabilities and stockholders' equity

Current liabilities:

Accounts payable and other liabilities $ 10,601 $ 10,790

Notes payable to former stockholders - 6,564

Deferred compensation and commissions 37,244 44,301

Operating lease liabilities 17,954 17,762

Accrued bonuses and other employee related expenses 10,238 22,388

Total current liabilities 76,037 101,805

Deferred compensation and commissions 33,921 45,628

Operating lease liabilities 57,002 63,155

Other liabilities 8,131 3,539

Total liabilities 175,091 214,127



Commitments and contingencies - -

Stockholders' equity:

Preferred stock, $0.0001 par value:

Authorized shares - 25,000,000; issued andoutstanding shares - none at September 30, 2020 and

December 31, 2019, respectively - -

Common stock, $0.0001 par value:

Authorized shares - 150,000,000; issued andoutstanding shares - 39,376,477 and 39,153,195 at

September 30, 2020 and December 31, 2019, 4 4 respectively

Additional paid-in capital 110,625 104,658

Stock notes receivable from employees - (4 )

Retained earnings 407,454 388,271

Accumulated other comprehensive income 2,951 1,978

Total stockholders' equity 521,034 494,907

Total liabilities and stockholders' equity $ 696,125 $ 709,034

MARCUS & MILLICHAP, INC. OTHER INFORMATION (Unaudited)

Adjusted EBITDA Reconciliation

Adjusted EBITDA, which the Company defines as net income before (i) interest income and other, including net realized gains (losses) on marketable debt securities, available-for-sale and cash and cash equivalents, (ii) interest expense, (iii) provision for income taxes, (iv) depreciation and amortization, (v) stock-based compensation, and (vi) non-cash mortgage servicing rights ("MSRs") activity. The Company uses Adjusted EBITDA in its business operations to evaluate the performance of its business, develop budgets and measure its performance against those budgets, among other things. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate its overall operating performance. However, Adjusted EBITDA has material limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of the Company's results as reported under U.S. generally accepted accounting principles ("U.S. GAAP"). The Company finds Adjusted EBITDA to be a useful tool to assist in evaluating performance because Adjusted EBITDA eliminates items related to capital structure, taxes and non-cash items. In light of the foregoing limitations, the Company does not rely solely on Adjusted EBITDA as a performance measure and also considers its U.S. GAAP results. Adjusted EBITDA is not a measurement of the Company's financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income or any other measures derived in accordance with U.S. GAAP. Because Adjusted EBITDA is not calculated in the same manner by all companies, it may not be comparable to other similarly titled measures used by other companies.

A reconciliation of the most directly comparable U.S. GAAP financial measure, net income, to Adjusted EBITDA is as follows (in thousands):

Three Months Ended Nine Months Ended

September June 30, September September September 30, 2020 30, 30, 30, 2020 2019 2020 2019

Net income $ 6,040 $ 106 $ 19,292 $ 19,216 $ 56,209

Adjustments:

Interest income and (889 ) (1,198 ) (2,725 ) (4,090 ) (7,828 )other ^(1)

Interest expense 199 213 329 695 1,018

Provision for 1,916 42 7,024 7,875 21,159 income taxes

Depreciation and 2,606 2,752 1,910 7,822 5,674 amortization

Stock-based 2,383 2,536 2,114 7,551 7,040 compensation

Non-cash MSR (26 ) (301 ) (79 ) (312 ) (232 )activity ^(2)

Adjusted EBITDA^(3) $ 12,229 $ 4,150 $ 27,865 $ 38,757 $ 83,040

(1)

Other includes net realized gains (losses) on marketable debt securities available-for-sale.

(2)

Non-cash MSR activity includes the assumption of servicing obligations.

(3)

The decrease in Adjusted EBITDA for the three and nine months ended September 30, 2020 compared to the same periods in 2019 is primarily due to a decrease in total revenues and a higher proportion of operating expenses compared to total revenues.

Glossary of Terms

* Private Client Market segment: transactions with values from $1 million to up to but less than $10 million * Middle Market segment: transactions with values from $10 million to up to but less than $20 million * Larger Transaction Market segment (previously Institutional Market segment): transactions with values of $20 million and above * Acquisitions: acquisitions of teams and/or acquisitions as business combinations under accounting standards

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CONTACT: Investor Relations: ICR, Inc. Evelyn Infurna, (203) 682-8265 evelyn.infurna@icrinc.com