株探米国株
日本語 英語
エドガーで原本を確認する
0001578732FALSE00015787322024-02-162024-02-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2024
__________________________
MARCUS & MILLICHAP, INC.
(Exact name of Registrant as Specified in its Charter)
__________________________
Delaware 001-36155 35-2478370
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
23975 Park Sorrento, Suite 400
Calabasas, California 91302
(Address of Principal Executive Offices including Zip Code)
(818) 212-2250
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if changed since last report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 per share MMI
New York Stock Exchange (NYSE)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.    Results of Operations and Financial Condition.
On February 16, 2024, Marcus & Millichap, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information furnished on this Form 8-K, including the attached exhibit, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number
Exhibit Title or Description
99.1
104 Cover Page Interactive Data File—the cover page iXBRL tags are embedded within the Inline XBRL document
2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARCUS & MILLICHAP, INC.
Date: February 16, 2024
By: /s/ Steven F. DeGennaro
Steven F. DeGennaro
Chief Financial Officer
3
EX-99.1 2 er-q423earningsrelease.htm EX-99.1 Document


image_0a.jpg

MARCUS & MILLICHAP, INC. REPORTS RESULTS FOR
FOURTH QUARTER AND FULL YEAR 2023

CALABASAS, Calif., February 16, 2024 -- (BUSINESS WIRE) -- Marcus & Millichap, Inc. (the “Company”, “Marcus & Millichap”, or “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 fourth quarter and the year ended December 31, 2023.
Fourth Quarter 2023 Highlights Compared to Fourth Quarter 2022
•Total revenue of $166.2 million, compared to $262.4 million
•Brokerage commissions of $144.6 million, compared to $235.8 million
•Private Client Market brokerage revenue of $94.8 million, compared to $145.6 million
•Middle Market and Larger Transaction Market brokerage revenue of $44.1 million, compared to $85.1 million
•Financing fees of $15.9 million, compared to $21.6 million
•Net loss of $10.2 million, or $0.27 per common share, diluted, compared to net income of $7.9 million, or $0.20 per common share, diluted
•Earnings were also impacted by higher expenses related to investments in growth initiatives, including talent acquisition and retention
•Adjusted EBITDA of $(4.5) million, compared to $14.1 million
Full Year 2023 Highlights Compared to Full Year 2022
•Total revenue of $645.9 million, compared to $1,301.7 million
•Brokerage commissions of $559.8 million, compared to $1,170.3 million
•Private Client Market brokerage revenue of $373.0 million, compared to $682.0 million
•Middle Market and Larger Transaction Market brokerage revenue of $165.9 million, compared to $463.5 million
•Financing fees of $66.9 million, compared to $113.0 million
•Net loss of $34.0 million, or $0.88 per common share, diluted, compared to net income of $104.2 million, or $2.59 per common share, diluted
•Earnings were also impacted by higher expenses related to investments in growth initiatives, including talent acquisition and retention
•Adjusted EBITDA of $(19.6) million, compared to $165.5 million


“Our fourth quarter results continued to reflect the ongoing market disruption created by the Fed’s fight against inflation and persistent interest rate volatility impacting real estate valuations,” said Hessam Nadji, president and chief executive officer. “We continue to take advantage of our leading brand and strong financial position to leverage the current period by attracting leading professionals, pursuing strategic investments and acquisitions, and enhancing our technology.”

Mr. Nadji continued, “Looking ahead, uncertainty regarding the timing and scale of the Fed’s plan to lower interest rates continues to weigh on investor motivation. We believe the eventual Fed shift, coupled with growing evidence of an economic soft landing will become catalysts to an increase in transactions and release of pent-up demand held by investors waiting for clarity. With record capital on the sideline, as values adjust we are seeing more buyer activity and offers on well-priced inventory we are bringing to market. MMI’s branding, talent acquisition and platform enhancements are positioning us well to lead in the eventual market recovery. In the interim, our focus remains on maintaining a strong balance sheet, fostering client relationships and strengthening the business for the long term.”





Page 1



Fourth Quarter 2023 Results Compared to Fourth Quarter 2022
Total revenue for the fourth quarter 2023 was $166.2 million, a decrease of 36.7% compared to $262.4 million for the fourth quarter 2022.

For real estate brokerage commissions, revenue was $144.6 million, a decrease of 38.7% compared to the same period in the prior year. The decline is primarily attributed to a 30.8% decline in transactions. The average transaction size and the average commission per transaction decreased by 3.7% and 11.4%, respectively, compared to the fourth quarter 2022. Private Client Market revenue decreased by 34.9%, and the combined Middle Market and Larger Transaction Market revenue decreased by 48.2%.

For financing fees, revenue was $15.9 million, a decrease of 26.5% from the same period in the prior year, primarily attributed to a 41.9% decline in transactions, while the average fee per transaction and the average transaction size increased by 20.2% and 5.3%, respectively.

Total operating expenses for the fourth quarter 2023 were $183.4 million, compared to $256.6 million for the same period in the prior year. The change was primarily due to reductions of 41.7% in cost of services, partially offset by a 2.9% increase in selling, general and administrative expenses and a 2.3% increase in depreciation and amortization expenses. Cost of services as a percentage of total revenue decreased by 550 basis points to 63.4% compared to the same period during the prior year primarily due to our senior investment sales and financing professionals earning a lower amount of additional commissions due to lower revenue.

Selling, general and administrative expenses for the fourth quarter 2023 were $74.7 million, compared to $72.6 million, for the same period in 2022. The increase was primarily due to costs incurred from consolidation of office space and incremental costs from stock-based compensation, partially offset by a reduction in compensation-related costs, specifically performance-based bonuses.

Net loss for the fourth quarter 2023 was $10.2 million, or $0.27 per common share, diluted, compared to a net income of $7.9 million, or $0.20 per common share, diluted, for the same period in 2022. Adjusted EBITDA for the fourth quarter 2023 was $(4.5) million, compared to $14.1 million for the same period in the prior year, primarily as a result of the decrease in operating income.
Full Year 2023 Results Compared to Full Year 2022
Total revenue for 2023 was $645.9 million, compared to $1,301.7 million for 2022, a decrease of $655.8 million, or 50.4%. Total operating expenses for 2023 decreased by 39.4% to $705.3 million compared to $1,164.3 million for 2022. Cost of services as a percent of total revenues decreased to 63.0%, down 240 basis points compared to 2022. The Company’s net loss for 2023 was $34.0 million, or $0.88 per common share, diluted, compared to a net income of $104.2 million, or $2.59 per common share, diluted, for 2022. Adjusted EBITDA for 2023 decreased to $(19.6) million, from $165.5 million for 2022. As of December 31, 2023, the Company had 1,783 investment sales and financing professionals, compared to 1,904 in 2022.
Capital Allocation
During the twelve months ended December 31, 2023, the Company declared two semi-annual regular dividends totaling $20.4 million, and repurchased 1,260,251 shares of common stock for an aggregate purchase price of $38.9 million.

After accounting for shares repurchased through December 31, 2023, the Company has approximately $71.5 million available to repurchase shares under its share repurchase program. No time limit has been established for the completion of the program, and the repurchases are expected to be executed from time-to-time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.
Page 2




Business Outlook
Notwithstanding the ongoing price discovery and wider than normal bid/ask spreads, the commercial real estate transaction market is poised over the long-term to overcome the near term challenges which are currently expected to extend for the first half of 2024. Accordingly, the Company believes it remains well-positioned to achieve long-term growth.

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 continues to offer long-term growth opportunities through consolidation. This highly fragmented market segment consistently accounts for over 80% of all commercial property sales transactions and over 60% of the commission pool. The top 10 brokerage firms led by MMI have an estimated 20% share of this segment by transaction count.

Key factors that may influence the Company’s business during 2024 include:
•Volatility in transactional activity and investor sentiment driven by:
◦The elevated cost of debt capital
◦Interest rate uncertainty and the heightened bid-ask spread between buyers and sellers
◦Risks of a potential recession and its unfavorable impact to CRE space demand
◦Possible impact to market sentiment related to the presidential election, potential tax and other policy changes which may influence transaction velocity and/or future fluctuations in sales and financing activity
◦Increase in operating expenses driven by labor costs, insurance, taxes and construction materials
•Volatility in each of the Company’s markets
•Increase in costs related to in-person events, client meetings, and conferences
•Global geopolitical uncertainty, which may cause investors to refrain from transacting
•The potential for acquisition activity and subsequent integration
Webcast and Call Information
Marcus & Millichap will host a live webcast today to discuss the financial results at 7:30 a.m. Pacific Time/10:30 a.m. Eastern Time. The webcast will be accessible through the Investor Relations section of Marcus & Millichap's website at ir.marcusmillichap.com and will be archived upon completion of the call. The Company encourages the use of the webcast due to potential extended wait times to access the conference call via dial-in.

For those unable to access the webcast, callers from the United States and Canada should dial 1-877-407-9208 ten minutes prior to the scheduled call time. International callers should dial 1-201-493-6784.
Replay Information
For those unable to participate during the live broadcast, a telephonic replay of the call will also be available from 1:30 p.m. Eastern Time on Friday, February 16, 2024 through 11:59 p.m. Eastern Time on Friday, March 1, 2024 by dialing 1-844-512-2921 in the United States and Canada or 1-412-317-6671 internationally and entering passcode 13743289.
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 December 31, 2023, the Company had 1,783 investment sales and financing professionals in more than 80 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 7,546 transactions in 2023, with a sales volume of $43.6 billion. For additional information, please visit www.MarcusMillichap.com.
Page 3



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements, including the Company’s business outlook for 2024, market consensus on interest rate decreases in 2024 and for the 2024 economic forecast, our expectations of 2024 commercial real estate sales activity in the wake of reduced interest rates, the execution of our capital return program, including a semi-annual dividend and stock repurchase program, and expectations for 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:
•general uncertainty in the capital markets, a worsening of economic conditions, and the rate and pace of economic recovery following an economic downturn;
•changes in our business operations;
•market trends in the commercial real estate market or the general economy, including the impact of inflation and increased interest rates;
•our ability to attract and retain qualified senior executives, managers and investment sales and financing professionals;
•the impact of forgivable loans and related expense resulting from the recruitment and retention of agents;
•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, including cybersecurity risks and ransomware attacks, and any related impact on our reputation;
•changes in interest rates, availability of capital, tax laws, employment laws or other government regulation affecting our business;
•our ability to successfully identify, negotiate, execute and integrate accretive acquisitions; 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,” "goal," “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. We have not filed our Form 10-K for the year ended December 31, 2023. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file our Form 10-K.

Page 4



MARCUS & MILLICHAP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

Three Months Ended
December 31,
Years Ended
December 31,
2023 2022 2023 2022
Revenue:
Real estate brokerage commissions $ 144,559  $ 235,827  $ 559,752  $ 1,170,310 
Financing fees 15,877  21,615  66,898  112,978 
Other revenue 5,807  5,007  19,277  18,422 
Total revenue 166,243  262,449  645,927  1,301,710 
Operating expenses:
Cost of services 105,427  180,724  406,645  850,894 
Selling, general and administrative 74,702  72,629  285,023  300,009 
Depreciation and amortization 3,315  3,239  13,627  13,406 
Total operating expenses 183,444  256,592  705,295  1,164,309 
Operating (loss) income (17,201) 5,857  (59,368) 137,401 
Other income, net 5,733  4,368  19,855  5,336 
Interest expense (216) (161) (888) (708)
(Loss) income before (benefit) provision for income taxes (11,684) 10,064  (40,401) 142,029 
(Benefit) provision for income taxes (1,451) 2,153  (6,366) 37,804 
Net (loss) income $ (10,233) $ 7,911  $ (34,035) $ 104,225 
(Loss) earnings per share:
Basic $ (0.27) $ 0.20  $ (0.88) $ 2.61 
Diluted $ (0.27) $ 0.20  $ (0.88) $ 2.59 
Weighted average common shares outstanding:
Basic 38,415 39,461 38,659 39,893
Diluted 38,415 39,678 38,659 40,186






Page 5



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

Total sales volume was approximately $11.9 billion for the three months ended December 31, 2023, encompassing 1,947 transactions consisting of $8.7 billion for real estate brokerage (1,413 transactions), $1.4 billion for financing (237 transactions) and $1.8 billion in other transactions, including consulting and advisory services (297 transactions). Total sales volume was $43.6 billion for the year ended December 31, 2023, encompassing 7,546 transactions consisting of $30.8 billion for real estate brokerage (5,475 transactions), $6.7 billion for financing (1,076 transactions) and $6.1 billion in other transactions, including consulting and advisory services (995 transactions). As of December 31, 2023, the Company had 1,684 investment sales professionals and 99 financing professionals. Key metrics for real estate brokerage and financing activities (excluding other transactions) are as follows:

Three Months Ended
December 31,
Years Ended
December 31,
Real Estate Brokerage 2023 2022 2023 2022
Average Number of Investment Sales Professionals 1,705  1,799  1,744  1,817 
Average Number of Transactions per Investment Sales Professional 0.83  1.14  3.14  5.01 
Average Commission per Transaction $ 102,306  $ 115,431  $ 102,238  $ 128,450 
Average Commission Rate 1.66  % 1.80  % 1.82  % 1.72  %
Average Transaction Size (in thousands) $ 6,168  $ 6,407  $ 5,630  $ 7,473 
Total Number of Transactions 1,413  2,043  5,475  9,111 
Total Sales Volume (in millions) $ 8,716  $ 13,090  $ 30,823  $ 68,088 

Three Months Ended
December 31,
Years Ended
December 31,
Financing (1)
2023 2022 2023 2022
Average Number of Financing Professionals 98  86  96  86 
Average Number of Transactions per Financing Professional 2.42  4.74  11.21  24.92 
Average Fee per Transaction $ 54,468  $ 45,325  $ 50,677  $ 44,546 
Average Fee Rate 0.89  % 0.78  % 0.81  % 0.74  %
Average Transaction Size (in thousands) $ 6,133  $ 5,823  $ 6,254  $ 5,984 
Total Number of Transactions 237  408  1,076  2,143 
Total Financing Volume (in millions) $ 1,453  $ 2,376  $ 6,729  $ 12,823 
(1)Operating metrics exclude certain financing fees not directly associated to transactions.














Page 6




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

Three Months Ended December 31,
2023 2022 Change
Real Estate Brokerage Number Volume Revenue Number Volume Revenue Number Volume Revenue
(in millions) (in thousands) (in millions) (in thousands) (in millions) (in thousands)
<$1 million 209 $ 125  $ 5,680  208 $ 111  $ 5,098  1 $ 14  $ 582 
Private Client Market
($1 – <$10 million)
1,043 3,447  94,772  1,565 5,546  145,586  (522) (2,099) (50,814)
Middle Market
($10 – <$20 million)
85 1,194  19,567  154 2,131  38,476  (69) (937) (18,909)
Larger Transaction Market (≥$20 million) 76 3,950  24,540  116 5,302  46,667  (40) (1,352) (22,127)
1,413 $ 8,716  $ 144,559  2,043 $ 13,090  $ 235,827  (630) $ (4,374) $ (91,268)

Year Ended December 31,
2023 2022 Change
Real Estate Brokerage Number Volume Revenue Number Volume Revenue Number Volume Revenue
(in millions) (in thousands) (in millions) (in thousands) (in millions) (in thousands)
<$1 million 809 $ 483  $ 20,894  936 $ 560  $ 24,809  (127) $ (77) $ (3,915)
Private Client Market
($1 – <$10 million)
4,097 13,616  372,979  6,850 24,474  682,019  (2,753) (10,858) (309,040)
Middle Market
($10 – <$20 million)
303 4,117  73,007  735 9,980  188,593  (432) (5,863) (115,586)
Larger Transaction Market (≥$20 million) 266 12,607  92,872  590 33,074  274,889  (324) (20,467) (182,017)
5,475 $ 30,823  $ 559,752  9,111 $ 68,088  $ 1,170,310  (3,636) $ (37,265) $ (610,558)

Page 7



MARCUS & MILLICHAP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for shares and par value)
(Unaudited)
December 31,
2023 2022
Assets
Current assets:
Cash, cash equivalents, and restricted cash $ 170,753  $ 235,873 
Commissions receivable 16,171  8,453 
Prepaid expenses 8,813  9,411 
Income tax receivable 9,299  8,682 
Marketable debt securities, available-for-sale (amortized cost of $169,018 and $254,682 at December 31, 2023 and December 31, 2022, respectively, and $0 allowance for credit losses) 168,881  253,434 
Advances and loans, net 3,574  4,005 
Other assets, current 16,203  7,282 
Total current assets 393,694  527,140 
Property and equipment, net 27,450  27,644 
Operating lease right-of-use assets, net 90,058  87,945 
Marketable debt securities, available-for-sale (amortized cost of $69,537 and $72,819 at December 31, 2023 and December 31, 2022, respectively, and $0 allowance for credit losses) 67,459  68,595 
Assets held in rabbi trust 10,838  9,553 
Deferred tax assets, net 46,930  41,321 
Goodwill and other intangible assets, net 51,183  55,696 
Advances and loans, net 175,827  169,955 
Other assets, non-current 14,972  15,859 
Total assets $ 878,411  $ 1,003,708 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses $ 8,126  $ 11,450 
Deferred compensation and commissions 55,769  75,321 
Operating lease liabilities 18,336  16,984 
Accrued bonuses and other employee related expenses 19,119  38,327 
Other liabilities, current 3,919  9,933 
Total current liabilities 105,269  152,015 
Deferred compensation and commissions 47,771  64,461 
Operating lease liabilities 69,407  65,109 
Other liabilities, non-current 10,690  8,614 
Total liabilities 233,137  290,199 
Commitments and contingencies —  — 
Stockholders’ equity:
Preferred stock, $0.0001 par value:
Authorized shares – 25,000,000; issued and outstanding shares – none at December 31, 2023 and 2022, respectively —  — 
Common stock, $0.0001 par value:
Authorized shares – 150,000,000; issued and outstanding shares – 38,412,484 and 39,255,838 at December 31, 2023 and 2022, respectively
Additional paid-in capital 153,740  131,541 
Retained earnings 492,298  585,581 
Accumulated other comprehensive loss (768) (3,617)
Total stockholders’ equity 645,274  713,509 
Total liabilities and stockholders’ equity $ 878,411  $ 1,003,708 
Page 8



MARCUS & MILLICHAP, INC.
OTHER INFORMATION
(Unaudited)

Adjusted EBITDA Reconciliation
Adjusted EBITDA, which the Company defines as net (loss) income before (i) interest income and other, including net realized gains (losses) on marketable debt securities, available-for-sale and cash, cash equivalents, and restricted cash, (ii) interest expense, (iii) (benefit) provision for income taxes, (iv) depreciation and amortization, and (v) stock-based compensation. 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 a supplemental metric 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 management metric to assist in evaluating performance, because Adjusted EBITDA eliminates items related to capital structure, taxes and non-cash items. Considering 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 calculated 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
December 31,
Years Ended December 31,
2023 2022 2023 2022
Net (loss) income $ (10,233) $ 7,911  $ (34,035) $ 104,225 
Adjustments:
Interest income and other (1)
(4,689) (3,992) (17,890) (7,951)
Interest expense 216  161  888  708 
(Benefit) provision for income taxes (1,451) 2,153  (6,366) 37,804 
Depreciation and amortization 3,315  3,239  13,627  13,406 
Stock-based compensation 8,338  4,637  24,146  17,312 
Adjusted EBITDA $ (4,504) $ 14,109  $ (19,630) $ 165,504 
(1)Other includes net realized gains (losses) on marketable debt securities available-for-sale.

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: transactions with values of $20 million and above
Page 9




Certain Adjusted Metrics
Real Estate Brokerage
Following are actual and as adjusted metrics excluding any large transactions in our real estate brokerage business in excess of $300 million:

Three Months Ended
December 31, 2023
Year Ended
December 31, 2023
(actual)
(as adjusted)
(actual)
(as adjusted)
Total Sales Volume Decrease (33.4)% (33.4)% (54.7)% (51.9)%
Average Commission Rate (Decrease) Increase
(7.8)% (7.8)% 5.8% 2.2%
Average Transaction Size Decrease (3.7)% (3.7)% (24.7)% (20.0)%

Investor Relations Contact:
Investor Relations
InvestorRelations@marcusmillichap.com
Page 10