doug-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DOUGLAS ELLIMAN INC.

(Exact name of registrant as specified in its charter)


Delaware	1-41054	87-2176850
(State or other jurisdiction of incorporation	Commission File Number	(I.R.S. Employer Identification No.)
incorporation or organization)

4400 Biscayne Boulevard

Miami, Florida 33137

305-579-8000

(Address, including zip code and telephone number, including area code,

of the principal executive offices)

Securities Registered Pursuant to 12(b) of the Act:


Title of each class:	Trading	Name of each exchange
	Symbol(s)	on which registered:
Common stock, par value $0.01 per share	DOUG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes x No

At May 5, 2023, Douglas Elliman Inc. had 84,416,022 shares of common stock outstanding.

DOUGLAS ELLIMAN INC.

FORM 10-Q

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION

Item 1. Douglas Elliman Inc. Condensed Consolidated Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022			2

Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022			3



Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2023 and 2022			4

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022			5

Notes to Condensed Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20

Item 3. Quantitative and Qualitative Disclosures About Market Risk			27

Item 4. Controls and Procedures			27

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			28

Item 1A. Risk Factors			28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28

Item 6. Exhibits			29

SIGNATURE			30

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited


	March 31, 2023		December 31, 2022
ASSETS:
Current assets:
Cash and cash equivalents	$	123,662	$	163,859
Receivables	24,227		22,162
Agent receivables, net	19,507		12,826
Income taxes receivable, net	7,647		7,547
Restricted cash and cash equivalents	5,404		4,985
Other current assets	17,613		13,680
Total current assets	198,060		225,059
Property, plant and equipment, net	42,544		41,717
Operating lease right-of-use assets	113,105		117,773
Long-term investments (includes $5,345 and $6,219 at fair value)	12,669		12,932
Contract assets, net	36,004		38,913
Goodwill	32,230		32,230
Other intangible assets, net	73,489		73,666
Equity-method investments	2,055		1,629
Other assets	6,633		6,483
Total assets	$	516,789	$	550,402
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:

Current operating lease liability	$	22,808	$	22,328

Accounts payable	6,174		5,456
Commissions payable	25,783		22,117
Accrued salaries and benefits	3,371		18,228
Contract liabilities	7,711		8,222
Other current liabilities	22,480		13,607
Total current liabilities	88,327		89,958

Deferred income taxes, net	9,077		14,467
Non-current operating lease liabilities	115,192		120,508
Contract liabilities	52,837		54,706
Other liabilities	137		306
Total liabilities	265,570		279,945
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized	—		—
Common stock, par value $0.01 per share, 250,000,000 shares authorized, 84,416,022 and 80,881,022 shares issued and outstanding	844		809
Additional paid-in capital	271,678		273,111
Accumulated deficit	(22,624)		(5,000)
Total Douglas Elliman Inc. stockholders' equity	249,898		268,920
Non-controlling interest	1,321		1,537
Total stockholders' equity	251,219		270,457
Total liabilities and stockholders' equity	$	516,789	$	550,402

The accompanying notes are an integral part of the condensed consolidated financial statements.

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited


	Three Months Ended
	March 31,
		2023		2022
Revenues:
Commissions and other brokerage income		$	202,036	$	295,109
Property management		8,777		9,199
Other ancillary services		3,169		4,592
Total revenues		213,982		308,900

Expenses:
Real estate agent commissions		156,102		223,422
Sales and marketing		21,239		19,306
Operations and support		18,893		18,091
General and administrative		32,295		32,830
Technology		6,012		5,293
Depreciation and amortization		2,039		2,079
Restructuring		1,210		—
Operating (loss) income		(23,808)		7,879

Other income (expenses):
Interest income		1,105		39
Equity in (losses) earnings from equity-method investments		(73)		532
Investment and other (loss) income		(454)		752
(Loss) income before provision for income taxes		(23,230)		9,202
Income tax (benefit) expense		(5,390)		2,917

Net (loss) income		(17,840)		6,285

Net loss attributed to non-controlling interest		216		225

Net (loss) income attributed to Douglas Elliman Inc.		$	(17,624)	$	6,510

Per basic common share:

Net (loss) income applicable to common shares attributed to Douglas Elliman Inc.		$	(0.23)	$	0.08

Per diluted common share:

Net (loss) income applicable to common shares attributed to Douglas Elliman Inc.		$	(0.23)	$	0.08

The accompanying notes are an integral part of the condensed consolidated financial statements.

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in Thousands, Except Share Amounts)

Unaudited


	Douglas Elliman Inc. Stockholders' Equity
				Additional Paid-In				Non- controlling
	Common Stock					Accumulated
	Shares	Amount		Capital		Deficit		Interest		Total
Balance as of January 1, 2023	80,881,022	$	809	$	273,111	$	(5,000)	$	1,537	$	270,457
Net loss	—	—		—		(17,624)		(216)		(17,840)
Distributions and dividends on common stock ($0.05 per share)	—	—		(4,221)		—		—		(4,221

SEC Form 10-Q filed by Douglas Elliman Inc.