Correspondence 0001193125-22-295821 from Marcus & Millichap, Inc. (MMI) (CIK 0001578732) (MMI)
Marcus & Millichap, Inc. (MMI) (CIK 0001578732)
Date: Dec. 1, 2022 · CIK: 0001578732 · Accession: 0001193125-22-295821
AI Filing Summary & Sentiment
File numbers found in text: 001-36155
Referenced dates: November 17, 2022
Letter
Office of Real Estate & Construction Division of Corporation Finance Re: Marcus & Millichap, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 1, 2022 File No. 001-36155
Dear Mr. Knapp and Ms. Monick:
Marcus & Millichap, Inc. (the “Company”) responds to your comment letter dated November 17, 2022. We have repeated your comment below followed by the Company’s response.
Form 10-K for the year ended December 31, 2021
Comment:
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Material Cash Requirements, page 50
1. We note your disclosure on page 50 that you have a material cash requirement of $69,256,000 for deferred commissions payable. We further note your disclosure at the top of page F-27 indicates that deferred commissions payable is the aggregate of $110,769,000 and $31,697,000. Please tell us the nature of the difference between the amounts for deferred commissions payable on page 50 and page F-27.
Response:
Commissions paid to our investment and financing professionals are generally settled soon after the closing of a transaction. Under certain contracts with our investment sales and financing professionals, a portion of commissions earned may be deferred for one to three years. We have included these deferred commissions in our material cash requirements disclosure included in the table on page 50. In this disclosure, the Company has not included recurring operating liabilities, such as accounts payable and recurring commissions related to transactions that closed before year-end but the corresponding payment
Frank Knapp
Jennifer Monick
December 1, 2022
Page 2
of commissions to the investment sales and financing professionals had not yet taken place. The disclosure of commissions payable to investment sales and financing professionals included in the table on the top of page F-27 includes the current and non-current portions of the deferred commissions payable as well as recurring commissions payable of $73,210,000 related to closed transactions typically settled soon after closing.
If you have any questions about this filing or the Company’s response, please contact Steven DeGennaro, the Company’s Chief Financial Officer at (818) 212-2286 or me at (415) 773-5918 or bcooper@orrick.com.
Sincerely,
/s/ Brett Cooper
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CORRESP 1 filename1.htm CORRESP December 1, 2022 Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1 415 773 5700 orrick.com Frank Knapp, Staff Accountant Jennifer Monick, Assistant Chief Accountant Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Brett Cooper E bcooper@orrick.com D +1 415 773 5918 F +1 415 773 5759 Re: Marcus & Millichap, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 1, 2022 File No. 001-36155 Dear Mr. Knapp and Ms. Monick: Marcus & Millichap, Inc. (the “Company”) responds to your comment letter dated November 17, 2022. We have repeated your comment below followed by the Company’s response. Form 10-K for the year ended December 31, 2021 Comment: Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Material Cash Requirements, page 50 1. We note your disclosure on page 50 that you have a material cash requirement of $69,256,000 for deferred commissions payable. We further note your disclosure at the top of page F-27 indicates that deferred commissions payable is the aggregate of $110,769,000 and $31,697,000. Please tell us the nature of the difference between the amounts for deferred commissions payable on page 50 and page F-27. Response: Commissions paid to our investment and financing professionals are generally settled soon after the closing of a transaction. Under certain contracts with our investment sales and financing professionals, a portion of commissions earned may be deferred for one to three years. We have included these deferred commissions in our material cash requirements disclosure included in the table on page 50. In this disclosure, the Company has not included recurring operating liabilities, such as accounts payable and recurring commissions related to transactions that closed before year-end but the corresponding payment Frank Knapp Jennifer Monick December 1, 2022 Page 2 of commissions to the investment sales and financing professionals had not yet taken place. The disclosure of commissions payable to investment sales and financing professionals included in the table on the top of page F-27 includes the current and non-current portions of the deferred commissions payable as well as recurring commissions payable of $73,210,000 related to closed transactions typically settled soon after closing. If you have any questions about this filing or the Company’s response, please contact Steven DeGennaro, the Company’s Chief Financial Officer at (818) 212-2286 or me at (415) 773-5918 or bcooper@orrick.com. Sincerely, /s/ Brett Cooper Brett Cooper cc: Mr. Steven F. DeGennaro, Chief Financial Officer