Investor Alert

March 1, 2022, 10:06 a.m. EST


(EDGAR Online via COMTEX) -- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included elsewhere herein. The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those factors set forth under Item 1A - "Risk Factors" and Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview - Factors Affecting Our Business


Our Business

We are a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services. We have been the top commercial real estate investment broker in the United States based on the number of investment transactions for more than 15 years. As of December 31, 2021, we had 1,994 investment sales and financing professionals that are primarily exclusive independent contractors operating in 82 offices, who provide real estate brokerage and financing services to sellers and buyers of commercial real estate. We also offer market research, consulting and advisory services to our clients. During the year ended December 31, 2021, we closed 13,255 investment sales, financing and other transactions with total sales volume of approximately $84.4 billion. During the year ended December 31, 2020, we closed 8,954 sales, financing and other transactions with total sales volume of approximately $43.4 billion.

We generate revenues by collecting real estate brokerage commissions upon the sale, and fees upon the financing of commercial properties and by providing consulting, advisory and other real estate services. Real estate brokerage commissions are typically based upon the value of the property, and financing fees are typically based upon the size of the loan. During the year ended December 31, 2021, approximately 90% of our revenues were generated from real estate brokerage commissions, 9% from financing fees and 1% from other real estate related services.


We continue to pursue opportunities to increase our market presence through the execution of our growth strategies by targeting markets based on population, employment, level of commercial real estate sales, inventory and competitive opportunities where we believe the markets will benefit from our commercial real estate investment sales, financing, research and advisory services.


We are closely monitoring the continuing impact of the

        pandemic on all aspects of our business and in the regions we operate. We
        continue to follow the local guidelines in cities where our offices are located,
        and all of our offices have remained open and accessible to our sales force
        within health protocols. All support functions to facilitate generating,
        processing, and closing business have continued through remote access and/or a
        hybrid work model.

Our business was impacted by the

        pandemic during most of 2020, with the total number of transactions and total
        revenues declining 7.9% and 11.1%, respectively, in the year ended December 31,
        2020 compared to the same period in 2019. During the year ended December 31,
        2021, total number of transactions and total revenues increased 48.0% and 80.8%,
        respectively compared to the same period in 2020. While our total revenues were
        significantly above prior years' levels, some uncertainty exists in our ability
        to sustain the growth rates experienced during the year ended December 31, 2021,
        which was positively impacted by the closing of deals that had been delayed or
        cancelled and investors' heightened motivation to transact ahead of potential
        changes to the tax code and rising interest rates.

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Due to the continuing uncertainty around the

        pandemic, we are unable to predict its potential impact on our future financial
        condition, results of operations and cash flows. These uncertainties include the
        scope, severity and duration of the pandemic; variants in the virus, vaccination
        rates, vaccine mandates and the effects thereof; expectation gaps among buyers
        and sellers on pricing and property operation, vulnerability to economic
        weakness and/or slow-down in the recovery; the direct and indirect economic
        effects of the actions taken by state and local governments to continue to
        contain the pandemic or mitigate its impact; and the impact of these and other
        factors on our employees, independent contractors, clients and potential

Factors Affecting Our Business

Our business and our operating results, financial condition and liquidity are significantly affected by the number and size of commercial real estate investment sales and financing transactions that we close in any period. The number and size of these transactions are affected by our ability to recruit and retain investment sales and financing professionals, identify and contract properties for sale and identify those that need financing and refinancing. We principally monitor the commercial real estate market through four factors, which generally drive our business. The factors are the economy, commercial real estate supply and demand, capital markets and investor sentiment and investment activity.

The Economy

Our business is dependent on economic conditions within the markets in which we operate. Changes in the economy on a global, national, regional or local basis can have a positive or a negative impact on our business. Economic indicators and projections related to job growth, unemployment, interest rates, retail spending and confidence trends can have a positive or a negative impact on our business. Overall market conditions, including global trade, interest rate changes and job creation, can affect investor sentiment and, ultimately, the demand for our services from investors in real estate.

The U.S. economy expanded at a strong pace in the fourth quarter resulting in 5.7% GDP growth in 2021, the strongest full-year gain since 1984. That growth was supported by the addition of nearly 6.5 million jobs last year, the most jobs the U.S. has ever added in a single year. Thus far, 84% of the 22.4 million jobs lost during the pandemic have been recovered, and the country appears to be heading toward backfilling the employment lost during the pandemic by the end of 2022. However,

        variants, such as Omicron together with the significant labor shortage will
        likely affect employment additions this year and potentially place additional
        upward pressure on wages. Wage pressure will join rising housing costs, supply
        chain bottlenecks and shortages of raw materials, manufacturing inputs, building
        materials and products to drive inflationary pressure. Headline inflation has
        surpassed 7%, its highest level since 1982, and the Federal Reserve has signaled
        that it plans to combat inflation through monetary policy including the
        wind-down of quantitative easing and by raising the Federal Funds rate. While we
        believe commercial real estate investment is comparatively inflation resistant,
        the upward pressure on interest rates has the potential to affect investor
        activity. Much will depend on the magnitude of the interest rate rise relative
        to the still elevated level of capital liquidity targeting commercial real
        estate. The commercial real estate sector delivered a record volume of sales in
        the fourth quarter as investment capital flowed to these assets. Momentum
        remains positive entering 2022, but a higher than expected change in interest
        rates or eruption of geopolitical concerns into crisis could significantly
        impact the investor enthusiasm.

Commercial Real Estate Supply and Demand

Our business is dependent on the willingness of investors to invest in or sell commercial real estate, which is affected by many factors beyond our control. These factors include the supply of commercial real estate coupled with user demand for these properties and the performance of real estate assets when compared with other investment alternatives, such as stocks and bonds.

Space demand for most commercial property types gained momentum in 2021. At year-end,

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office properties, still restrained by work-from-home protocols, delivered above average absorption through the second half of the year. Hotel properties, hard-hit

Capital Markets

Credit and liquidity issues in the financial markets have a direct impact on the flow of capital to the commercial real estate market. Real estate purchases are often financed with debt and, as a result, credit and liquidity impact transaction activity and prices. Changes in interest rates, as well as steady and protracted movements of interest rates in one direction, whether increases or decreases, could adversely or positively affect the operations and income potential of commercial real estate properties, as well as lender and equity underwriting for real estate investments. These changes generally influence the demand of investors for commercial real estate investments.

Both equity and debt capital remain very liquid, with financing broadly available for most property types in most markets. Lending institutions continue to compete to place capital, keeping borrowing rates low, but the recently accelerated taper of quantitative easing together with more hawkish messaging from the Federal Reserve have placed upward pressure on interest rates. With inflation at a

        outbreak, we believe the pool of capital seeking placement in commercial real
        estate could sustain strong transaction activity well into 2022.

Investor Sentiment and Investment Activity

We rely on investors to buy and sell properties in order to generate commissions. Investors' desires to engage in real estate transactions are dependent on many factors that are beyond our control. The economy, supply and demand for properly positioned properties, available credit and market events impact investor sentiment and, therefore, transaction velocity. In addition, our private clients, who make up the largest source of revenue, are often motivated to buy, sell and/or refinance properties due to personal circumstances such as death, divorce, partnership breakups and estate planning.

Dollar volumes for commercial real estate investments reached record levels in 2021, outpacing the previous record set in 2019 by approximately 35%. The market activity reflects the elevated market liquidity, still low interest rates, strong commercial real estate performance trends in most property types, positive economic and demographic drivers and the perception in the market that commercial real estate has greater inflation resistance than most other investment classes. The demand for commercial real estate is especially acute in markets with strong growth trends. Buyers have aggressively competed for assets, driving record pricing for

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some property types in select markets. Most property types have either fully recovered from the pandemic recession or are demonstrating positive recovery characteristics. Apartments and necessity retail including single-tenant, and industrial properties (e.g. fast food restaurants and drug stores), have performed well throughout the pandemic and therefore remain most favored by investors. Apartments and retail make up the majority of MMI's revenue, and industrial is one of the fastest growing segments for the Company. The office property type faces the greatest uncertainty due to questions about corporate strategies for returning to the offices, particularly following the recent Omicron wave. Office pricing has become increasingly stable, but investors still favor suburban assets with long-term leases in place. Senior housing has also faced headwinds due to the disproportionate

        health risks faced by the elderly. Despite the uncertainty surrounding these two
        property segments, we believe the overall enthusiasm for commercial real estate
        investment as demonstrated by increasing transaction activity remains positive.


Our real estate brokerage commissions and financing fees have tended to be seasonal and, combined with other factors, can affect an investor's ability to compare our financial condition and results of operations on a quarter-by-quarter

        pandemic, which may impact, among other things, investor sentiment for a
        particular property type or location, volatility in financial markets, current
        and future projections of interest rates, attractiveness of other asset classes,
        market liquidity and the extent of limitations or availability of capital
        allocations for larger property buyers, among others. Private client investors
        may accelerate or delay transactions due to personal or business-related reasons
        unrelated to economic events. In addition, our operating margins are typically
        lower during the second half of each year due to our commission structure for
        some of our senior investment sales and financing professionals. These senior
        investment sales and financing professionals are on a graduated commission
        schedule that resets annually, pursuant to which higher commissions are paid for
        higher sales volumes. Our historical pattern of seasonality may or may not
        continue to the same degree experienced in prior years.

Operating Segments

We follow the guidance for segment reporting, which requires reporting information on operating segments in interim and annual financial statements. Substantially all of our operations involve the delivery of commercial real estate services to our customers including real estate investment sales, financing and consulting and advisory services. Management makes operating decisions, assesses performance and allocates resources based on an ongoing review of these integrated operations, which constitute only one operating segment for financial reporting purposes.

Key Financial Measures and Indicators


Our revenues are primarily generated from our real estate investment sales business. In addition to real estate brokerage commissions, we generate revenues from financing fees and from other revenues, which are primarily comprised of consulting and advisory fees.

Because our business is transaction oriented, we rely on investment sales and financing professionals to continually develop leads, identify properties to sell and finance, market those properties and close the sale timely to generate a consistent flow of revenue. While our sales volume is impacted by seasonality factors, the timing of closings is also dependent on many market and personal factors unique to a particular client or

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transaction, particularly clients transacting in the $1-$10 million

A small percentage of our transactions include retainer fees and/or breakage fees. Retainer fees are credited against a success-based fee paid upon the closing of a transaction or a breakage fee. Transactions that are terminated before completion will sometimes generate breakage fees, which are usually calculated as a set amount or a percentage of the fee we would have received had the transaction closed.

Real Estate Brokerage Commissions

We earn real estate brokerage commissions by acting as a broker for commercial real estate owners seeking to sell or investors seeking to buy properties. Revenues from real estate brokerage commissions are typically recognized at the close of escrow.

Financing Fees

We earn financing fees by securing financing on purchase transactions or by securing refinancing of our clients' existing mortgage debt. We recognize financing fee revenues at the time the loan closes, and we have no remaining significant obligations for performance in connection with the transaction.

To a lesser extent, we also earn mortgage servicing revenue, mortgage servicing fees, equity advisory services, loan sales and ancillary fees associated with financing activities. We recognize mortgage servicing revenues upon the acquisition of a servicing obligation. We generate mortgage servicing fees through the provision of collection, remittance, recordkeeping, reporting and other related mortgage servicing functions, activities and services.

Other Revenues

Other revenues include fees generated from consulting, advisory and other real estate services performed by our investment sales professionals, as well as referral fees from other real estate brokers. Revenues from these services are recognized as they are performed and completed.

Operating Expenses

Our operating expenses consist of cost of services, selling, general and administrative expenses and depreciation and amortization. The significant components of our expenses are further described below.

Cost of Services

The majority of our cost of services expense is variable commissions paid to our investment sales professionals and compensation-related costs related to our financing activities. Commission expenses are directly attributable to providing services to our clients for investment sales and financing services. Most of our investment sales and financing professionals are independent contractors and are paid commissions; however, because there are some who are initially paid a salary and certain of our financing professionals are employees, costs of services also include employee-related compensation, employer taxes and benefits for those employees. The commission rates we pay to our investment sales and financing professionals vary based on individual contracts negotiated and are generally higher for the more experienced professionals. Some of our most senior

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investment sales and financing professionals also have the ability to earn additional commissions after meeting certain annual financial thresholds. These additional commissions are recognized as cost of services in the period in which they are earned. Payment of a portion of these additional commissions are generally deferred for a period of one to three years, at our election, and paid at the beginning of the second and fourth calendar year. Cost of services also includes referral fees paid to other real estate brokers where we are the principal service provider. Cost of services, therefore, can vary based on the commission structure of the independent contractors that closed transactions in any particular period.

Selling, General and Administrative Expenses

The largest expense component within selling, general and administrative expenses is personnel expenses for our management team and sales and support staff. In addition, these costs include facilities costs (excluding depreciation and amortization), staff related expenses, sales, marketing, legal, telecommunication, network, data sources, transaction costs related to acquisitions, changes in fair value for contingent and deferred consideration and other administrative expenses. Also included in selling, general and administrative are expenses for stock-based compensation to non-employee

Depreciation and Amortization Expense

Depreciation expense consists of depreciation recorded on our computer software and hardware and furniture, fixture and equipment. Depreciation is provided over estimated useful lives ranging from three to seven years for assets. Amortization expense consists of (i) amortization recorded on our mortgage servicing rights ("MSRs") using the interest method over the period that servicing income is expected to be received and (ii) amortization recorded on intangible assets amortized on a straight-line basis using a useful life between one and seven years.

Other Income (Expense), Net

Other income (expense), net primarily consists of interest income, net gains or losses on our deferred compensation plan assets, realized gains and losses on our marketable debt securities,

Interest Expense

Interest expense primarily consists of interest expense associated with the stock appreciation rights ("SARs") liability, notes payable to former stockholders (through the second quarter of 2020 when fully repaid) and our credit agreement.

Provision for Income Taxes

We are subject to U.S. and Canadian federal taxes and individual state and local taxes based on the income generated in the jurisdictions in which we operate. Our effective tax rate fluctuates as a result of the change in the mix of our activities in the jurisdictions we operate due to differing tax rates in those jurisdictions and the impact of permanent items, including principally compensation charges, qualified transportation fringe benefits, uncertain tax positions, meals and entertainment and

We record deferred taxes, net based on the tax rate expected to be in effect at the time those items are expected to be recognized for tax purposes.

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Results of Operations

Following is a discussion of our results of operations for the years ended December 31, 2021 and 2020. The tables included in the period comparisons below provide summaries of our results of operations. The period-to-period

Key Operating Metrics

We regularly review a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We also believe these metrics are relevant to investors' and others' assessment of our financial condition and results of operations. During the years ended December 31, 2021, 2020 and 2019, we closed more than 13,200, 8,900 and 9,700 investment sales, financing and other transactions, respectively, with total sales volume of approximately $84.4 billion, $43.4 billion and $49.7 billion, respectively. Such key metrics for real estate brokerage and financing activities (excluding other transactions) are as follows:

                                                                     Years Ended December 31,
                                                               2021            2020            2019
        Real Estate Brokerage:
        Average Number of Investment Sales Professionals         1,925           1,920           1,843
        Average Number of Transactions per Investment
        Sales Professional                                        5.01            3.28            3.82
        Average Commission per Transaction                   $ 121,319       $ 100,694       $ 103,572
        Average Commission Rate                                   1.73 %          1.98 %          1.98 %
        Average Transaction Size (in thousands)              $   6,994       $   5,097       $   5,234
        Total Number of Transactions                             9,652           6,288           7,042
        Total Sales Volume (in millions)                     $  67,507       $  32,052       $  36,858
                                                                     Years Ended December 31,
                                                               2021            2020            2019
        . . .

Mar 01, 2022


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