Marcus & Millichap, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Acquisitions, Goodwill and Other Intangible Assets

Acquisitions, Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2022

Acquisitions, Goodwill and Other Intangible Assets

4.	Acquisitions, Goodwill and Other Intangible Assets

During the six months ended June 30, 2022, the Company expanded its network of financing professionals and provided further diversification to its financing services.

The Company completed an acquisition of a business that was accounted for as a business combination, and the results have been included in the condensed consolidated financial statements beginning on the acquisition date. Terms of the acquisition principally included cash paid at closing.

The goodwill recorded as part of the Company’s acquisitions primarily arose from the acquired assembled workforce and brokerage and financing sales platforms. The Company expects all of the goodwill to be tax deductible, with the

tax-deductible

amount of goodwill related to the contingent and deferred consideration to be determined once the cash payments are made to settle any contingent and deferred consideration. The goodwill resulting from acquisitions is allocated to the Company’s one reporting unit.

Goodwill and intangible assets, net consisted of the following (in thousands):


	June 30, 2022							December 31, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Goodwill and intangible assets:
Goodwill	$	38,101	$	—		$	38,101	$	34,071	$	—		$	34,071
Intangible assets (1)		32,444		(12,282	)		20,162		23,974		(9,940	)		14,034

	$	70,545	$	(12,282	)	$	58,263	$	58,045	$	(9,940	)	$	48,105

(1)	Total weighted average amortization period was 4.9 years and 4.4 years as of June 30, 2022 and December 31, 2021, respectively.

The Company recorded amortization expense for intangible asset

$1.1 million and $1.0

million for the three months ended June 30, 2022 and 2021, respectively, and $2.3 million and $2.1 million for the six months ended June 30, 2022 and 2021, respectively.

The changes in the carrying amount of goodwill consisted of the following (in thousands):


	Six Months Ended June 30,
	2022		2021
Beginning balance	$	34,071	$	33,375
Additions from acquisitions (1)		4,030		696
Impairment losses		—		—

Ending balance	$	38,101	$	34,071

(1)	The 2021 addition represents a measurement period adjustment for an acquisition made in 2020.

Estimated amortization expense for intangible assets by year for the next five years and thereafter consisted of the following (in thousands):


	June 30, 2022
Remainder of 2022	$	2,341
2023		4,617
2024		4,101
2025		3,881
2026		2,156
Thereafter		3,066

	$	20,162

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.

As of June 30, 2022, the Company considered the impact of the continuing

COVID-19

pandemic and geopolitical unrest and evaluated its goodwill and intangible assets for impairment testing. The Company estimated the recoverability of the intangible assets by comparing the carrying amount of each asset to the future undiscounted cash flows that the Company expects the asset to generate. The sum of the undiscounted expected future cash flows was greater than the carrying amount of the intangible assets. The Company concluded that as of June 30, 2022, there was no impairment of its intangible assets or goodwill.