doug-20250331

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, 2025

☐ 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 April 30, 2025, Douglas Elliman Inc. had 88,737,838 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, 2025 and December 31, 2024			2

Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024			3



Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2025 and 2024			4

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024			5

Notes to Condensed Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26

Item 3. Quantitative and Qualitative Disclosures About Market Risk			33

Item 4. Controls and Procedures			33

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			34

Item 1A. Risk Factors			34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34

Item 5. Other Information			34

Item 6. Exhibits			35

SIGNATURE			36

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited


	March 31, 2025		December 31, 2024
ASSETS:
Current assets:
Cash and cash equivalents	$	136,771	$	135,657
Investment securities at fair value	—		9,804
Receivables	20,746		19,598
Agent receivables, net	13,237		7,871

Restricted cash and cash equivalents	6,131		4,081
Other current assets	19,146		19,054
Total current assets	196,031		196,065
Property and equipment, net	36,988		37,700
Operating lease right-of-use assets	95,809		100,491
Long-term investments (includes $4,327 and $3,127 at fair value)	10,727		9,527
Contract assets, net	41,399		37,123
Goodwill	32,230		32,230
Other intangible assets, net	72,144		72,307

Equity-method investments	2,022		2,020
Other assets	6,593		6,425
Total assets	$	493,943	$	493,888
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current operating lease liabilities	$	21,343	$	21,672
Current portion of antitrust litigation settlement	5,000		—
Accounts payable	5,215		3,056
Income taxes payable, net	81		—
Commissions payable	18,946		20,452
Accrued salaries and benefits	3,301		8,296
Contract liabilities	16,112		18,225
Other current liabilities	30,635		20,456
Total current liabilities	100,633		92,157
Notes payable and other obligations less current portion	33,317		32,670
Fair value of derivative embedded within convertible debt	30,999		30,253
Non-current operating lease liabilities	96,873		101,935
Contract liabilities	68,283		63,765
Antitrust litigation settlement	5,000		10,000
Other liabilities	662		683
Total liabilities	335,767		331,463

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, 88,737,838 and 88,853,150 shares issued and outstanding	888		889
Additional paid-in capital	287,203		285,167
Accumulated deficit	(129,853)		(123,868)
Total Douglas Elliman Inc. stockholders' equity	158,238		162,188
Non-controlling interest	(62)		237
Total stockholders' equity	158,176		162,425
Total liabilities and stockholders' equity	$	493,943	$	493,888

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,
	2025		2024
Revenues:
Commissions and other brokerage income	$	241,143	$	188,265
Property management	9,492		9,047
Other ancillary services	2,768		2,927
Total revenues	253,403		200,239

Expenses:
Real estate agent commissions	186,525		149,016
Sales and marketing	19,739		21,298
Operations and support	17,728		18,799
General and administrative	27,325		27,016
Technology	5,535		5,843
Depreciation and amortization	1,900		1,981
Antitrust litigation settlement expense	—		17,750

Operating loss	(5,349)		(41,464)

Other income (expenses):
Interest expense	(1,530)		(7)
Interest income	1,361		1,383
Equity in earnings (losses) from equity-method investments	2		(11)
Change in fair value of derivative embedded within convertible debt	(746)		—
Investment and other losses	(22)		(391)
Loss before provision for income taxes	(6,284)		(40,490)
Income tax expense	—		1,195

Net loss	(6,284)		(41,685)

Net loss attributed to non-controlling interest	299		210

Net loss attributed to Douglas Elliman Inc.	$	(5,985)	$	(41,475)

Per basic common share:

Net loss applicable to common shares attributed to Douglas Elliman Inc.	$	(0.07)	$	(0.50)

Per diluted common share:

Net loss applicable to common shares attributed to Douglas Elliman Inc.	$	(0.07)	$	(0.50)

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

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S 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, 2025	88,853,150	$	889	$	285,167	$	(123,868)	$	237	$	162,425
Net loss	—	—		—		(5,985)		(299)		(6,284)


Restricted stock grant canceled	(115,312)	(1)		1		—		—		—

Stock-based compensation	—	—		2,035		—		—		2,035

Balance as of March 31, 2025	88,737,838	$	888	$	287,203	$	(129,853)	$	(62)	$	158,176


	Douglas Elliman Inc. Stockholders' Equity
				Additional Paid-In				Non- controlling
	Common Stock					Accumulated
	Shares	Amount		Capital		Deficit		Interest		Total
Balance as of January 1, 2024	87,925,412	$	879	$	279,904	$	(47,552)	$	923	$	234,154
Net loss	—	—		—		(41,475)		(210)		(41,685)
Restricted stock grants	3,610,000	36		(36)		—		—		—
Stock-based compensation	—	—		3,355		—		—		3,355
Balance as of March 31, 2024	91,535,412	$	915	$	283,223	$	(89,027)	$	713	$	195,824

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

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

Unaudited


	Three Months Ended
	March 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(6,284)	$	(41,685)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,900		1,981
Non-cash stock-based compensation expense	2,035		3,355
Loss on sale of assets	137		70
Deferred income taxes	—		977
Net losses on investment securities	43		391
Equity in (earnings) losses from equity-method investments	(2)		11

Non-cash interest expense	647		—
Non-cash lease expense	4,883		5,907
Change in fair value of derivative embedded within convertible debt	746		—
Provision for credit losses	1,180		1,304
Changes in assets and liabilities:
Receivables	(7,694)		(4,605)
Income taxes, net	81		5,456
Contract assets, net	(2,430)		(2,888)
Operating lease liability, net	(5,592)		(6,433)
Accounts payable and accrued liabilities	10,869		(3,248)
Other assets and liabilities	(3,505)		(1,120)
Accrued salary and benefits	(5,032)		(10,641)
Contract liabilities	2,401		6,127
Antitrust litigation settlement	—		17,750

Net cash used in operating activities	(5,617)		(27,291)
Cash flows from investing activities:



Proceeds from sale or liquidation of long-term investments	78		8
Proceeds from sale or liquidation of short-term investments	54,416		—

Purchase of short-term investments	(44,612)		—
Purchase of long-term investments	(67)		(85)

Capital expenditures	(1,034)		(2,081)
Net cash provided by (used in) investing activities	8,781		(2,158)








Net increase (decrease) in cash, cash equivalents and restricted cash	3,164		(29,449)
Cash, cash equivalents and restricted cash, beginning of period	142,221		129,517
Cash, cash equivalents and restricted cash, end of period	$	145,385	$	100,068

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

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Basis of Presentation:

Douglas Elliman Inc. (“Douglas Elliman” or the “Company”) is engaged in the real estate services and property technology investment business and is seeking to acquire or invest in additional real estate services and property technology (“PropTech”), companies. The condensed consolidated financial statements of Douglas Elliman include the accounts of DER Holdings LLC and New Valley Ventures LLC (“New Valley Ventures”), a directly and an indirectly wholly owned subsidiary of the Company, respectively. DER Holdings LLC owns Douglas Elliman Realty, LLC and Douglas Elliman of California, Inc., which are engaged in the residential real estate brokerage business with their subsidiaries. The operations of New Valley Ventures consist of minority investments in innovative and cutting-edge PropTech companies.

Certain references to “Douglas Elliman Realty” refer to the Company’s residential real estate brokerage business, including the operations of Douglas Elliman Realty, LLC and Douglas Elliman of California Inc., unless otherwise specified.

The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) are to the FASB Accounting Standards Codification, also referred to as the “Codification” or “ASC.” These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year.

In presenting the condensed consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates.

(b) Principles of Consolidation:

The condensed consolidated financial statements include the assets, liabilities, revenues, expenses and cash flows of DER Holdings LLC and New Valley Ventures as well as all other entities which Douglas Elliman has a controlling financial interest. All intercompany balances and transactions have been eliminated in the condensed consolidated financial statements.

When evaluating an entity for consolidation, Douglas Elliman first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIE”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Douglas Elliman determines whether it would be considered the entity’s primary beneficiary. Douglas Elliman consolidates those VIEs for which it has determined that it is the primary beneficiary. Additionally, Douglas Elliman will consolidate an entity that is not deemed a VIE upon a determination that it has a controlling financial interest. If Douglas Elliman determines it does not have a controlling financial interest in an entity that is a VIE, it does not consolidate the entity. For entities where Douglas Elliman does not have a controlling financial interest, the investments in such entities are classified as available-for-sale securities or accounted for using the equity or cost method, as appropriate.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant estimates subject to material changes in the near term include impairment charges and valuation of intangible assets. Actual results could differ from those estimates.

(d) Loss Per Share (“EPS”):

The Company has restricted stock awards which will provide dividends at the same rate as paid on the common stock with respect to the shares underlying the restricted stock awards. These outstanding restricted stock awards represent participating securities under authoritative guidance. The participating securities holders do not participate in the Company’s net losses. There were no outstanding non-participating securities during the three months ended March 31, 2025 and 2024. The Company has not paid a cash dividend during the three months ended March 31, 2025 and 2024.


	Three Months Ended
	March 31,
	2025		2024
Net loss attributed to Douglas Elliman Inc.	$	(5,985)	$	(41,475)
Income attributable to participating securities	—		—
Net loss available to common stockholders attributed to Douglas Elliman Inc.	$	(5,985)	$	(41,475)

Basic EPS is computed by dividing net loss available to common stockholders attributed to Douglas Elliman Inc. by the weighted-average number of shares outstanding, which will include vested restricted stock.

Basic and diluted EPS were calculated using the following shares of common stock for the periods presented below:


	Three Months Ended
	March 31,
	2025	2024
Weighted-average shares for basic and diluted EPS	84,369,811	83,334,101

The following was outstanding during the three months ended March 31, 2025 and 2024, but were not included in the computation of diluted EPS because the effect was anti-dilutive:


	Three Months Ended
	March 31,
	2025		2024
Weighted-average number of shares issuable upon conversion of debt	33,333,333		—
Weighted-average conversion price	$	1.50	$	—

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(e) Reconciliation of Cash, Cash Equivalents and Restricted Cash:

Restricted cash amounts included in current assets and other assets represent cash and cash equivalents required to be deposited into escrow for amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement.

The components of “Cash, cash equivalents and restricted cash” in the condensed consolidated statements of cash flows were as follows:


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	136,771	$

SEC Form 10-Q filed by Douglas Elliman Inc.