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, ~~2022~~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

☐x

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 ~~6, 2022,~~5, 2023, Douglas Elliman Inc. had ~~81,235,626~~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 ~~Combined~~ Consolidated Financial Statements (Unaudited):

Condensed ~~Combined~~ Consolidated Balance Sheets as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022			2

Condensed ~~Combined~~ Consolidated Statements of Operations for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022			3



Condensed ~~Combined~~ Consolidated Statements of Stockholders' Equity for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022			4

Condensed ~~Combined~~ Consolidated Statements of Cash Flows for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022			5

Notes to Condensed ~~Combined~~ Consolidated Financial Statements			6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1920

Item 3. Quantitative and Qualitative Disclosures About Market Risk			2627

Item 4. Controls and Procedures			2627

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			2728

Item 1A. Risk Factors			2728

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2728

Item 6. Exhibits			2829

SIGNATURE			2930

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED ~~COMBINED~~ CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS:	ASSETS:					ASSETS:
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	203,669	$	211,623	Cash and cash equivalents	$	123,662	$	163,859
Receivables	Receivables	27,404		32,488		Receivables	24,227		22,162
Agent receivables, net	Agent receivables, net	14,597		9,192		Agent receivables, net	19,507		12,826
Income taxes receivable, net						Income taxes receivable, net	7,647		7,547
Restricted cash and cash equivalents	Restricted cash and cash equivalents	7,861		15,336		Restricted cash and cash equivalents	5,404		4,985
Other current assets	Other current assets	22,728		12,166		Other current assets	17,613		13,680
Total current assets	Total current assets	276,259		280,805		Total current assets	198,060		225,059
Property, plant and equipment, net	Property, plant and equipment, net	38,390		39,381		Property, plant and equipment, net	42,544		41,717
Operating lease right-of-use assets	Operating lease right-of-use assets	125,646		123,538		Operating lease right-of-use assets	113,105		117,773
Long-term investments (includes $3,033 and $3,756 at fair value)		7,396		8,094
Long-term investments (includes $5,345 and $6,219 at fair value)						Long-term investments (includes $5,345 and $6,219 at fair value)	12,669		12,932
Contract assets, net	Contract assets, net	25,723		28,996		Contract assets, net	36,004		38,913
Goodwill	Goodwill	32,571		32,571		Goodwill	32,230		32,230
Other intangible assets, net	Other intangible assets, net	74,224		74,421		Other intangible assets, net	73,489		73,666
Equity-method investments	Equity-method investments	2,508		2,521		Equity-method investments	2,055		1,629
Other assets	Other assets	5,510		4,842		Other assets	6,633		6,483
Total assets	Total assets	$	588,227	$	595,169	Total assets	$	516,789	$	550,402
LIABILITIES AND STOCKHOLDERS' EQUITY:	LIABILITIES AND STOCKHOLDERS' EQUITY:					LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of notes payable and other obligations		$	9,405	$	12,527

Current operating lease liability	Current operating lease liability	23,207		22,666		Current operating lease liability	$	22,808	$	22,328
Income taxes payable, net		2,407		1,240

Accounts payable	Accounts payable	6,301		5,874		Accounts payable	6,174		5,456
Commissions payable	Commissions payable	30,796		35,766		Commissions payable	25,783		22,117
Accrued salaries and benefits	Accrued salaries and benefits	7,376		25,446		Accrued salaries and benefits	3,371		18,228
Contract liabilities	Contract liabilities	16,774		6,689		Contract liabilities	7,711		8,222
Other current liabilities	Other current liabilities	28,048		22,259		Other current liabilities	22,480		13,607
Total current liabilities	Total current liabilities	124,314		132,467		Total current liabilities	88,327		89,958
Notes payable and other obligations less current portion		169		176

Deferred income taxes, net	Deferred income taxes, net	11,412		11,412		Deferred income taxes, net	9,077		14,467
Non-current operating lease liabilities	Non-current operating lease liabilities	130,071		129,496		Non-current operating lease liabilities	115,192		120,508
Contract liabilities	Contract liabilities	34,950		39,557		Contract liabilities	52,837		54,706
Other liabilities	Other liabilities	188		188		Other liabilities	137		306
Total liabilities	Total liabilities	301,104		313,296		Total liabilities	265,570		279,945
Commitments and contingencies (Note 8)		0		0
Commitments and contingencies (Note 7)						Commitments and contingencies (Note 7)
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized	Preferred stock, par value $0.01 per share, 10,000,000 shares authorized	—		—		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, 81,235,626 and 81,210,626 shares issued and outstanding		812		812
Common stock, par value $0.01 per share, 250,000,000 shares authorized, 84,416,022 and 80,881,022 shares issued and outstanding						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	Additional paid-in capital	281,152		278,500		Additional paid-in capital	271,678		273,111
Retained earnings		3,070		622
Accumulated deficit						Accumulated deficit	(22,624)		(5,000)
Total Douglas Elliman Inc. stockholders' equity	Total Douglas Elliman Inc. stockholders' equity	285,034		279,934		Total Douglas Elliman Inc. stockholders' equity	249,898		268,920
Non-controlling interest	Non-controlling interest	2,089		1,939		Non-controlling interest	1,321		1,537
Total stockholders' equity	Total stockholders' equity	287,123		281,873		Total stockholders' equity	251,219		270,457
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	588,227	$	595,169	Total liabilities and stockholders' equity	$	516,789	$	550,402

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

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED ~~COMBINED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited


		Three Months Ended						Three Months Ended
		March 31,						March 31,
			2022		2021				2023		2022
Revenues:	Revenues:						Revenues:
Commissions and other brokerage income	Commissions and other brokerage income		$	295,109	$	259,100	Commissions and other brokerage income		$	202,036	$	295,109
Property management	Property management		9,199		9,268		Property management		8,777		9,199
Other ancillary services	Other ancillary services		4,592		4,408		Other ancillary services		3,169		4,592
Total revenues	Total revenues		308,900		272,776		Total revenues		213,982		308,900

Expenses:	Expenses:						Expenses:
Real estate agent commissions	Real estate agent commissions		223,422		197,017		Real estate agent commissions		156,102		223,422
Sales and marketing	Sales and marketing		19,306		19,354		Sales and marketing		21,239		19,306
Operations and support	Operations and support		18,091		17,250		Operations and support		18,893		18,091
General and administrative	General and administrative		32,830		19,307		General and administrative		32,295		32,830
Technology	Technology		5,293		3,497		Technology		6,012		5,293
Depreciation and amortization	Depreciation and amortization		2,079		2,123		Depreciation and amortization		2,039		2,079

Operating income			7,879		14,228
Restructuring							Restructuring		1,210		—
Operating (loss) income							Operating (loss) income		(23,808)		7,879

Other income (expenses):	Other income (expenses):						Other income (expenses):
Interest income	Interest income		39		47		Interest income		1,105		39
Equity in earnings from equity-method investments			532		—
Change in fair value of contingent liability			—		73
Investment income (loss)			752		(102)
Income before provision for income taxes			9,202		14,246
Income tax expense			2,917		281
Equity in (losses) earnings from equity-method investments							Equity in (losses) earnings from equity-method investments		(73)		532
Investment and other (loss) income							Investment and other (loss) income		(454)		752
(Loss) income before provision for income taxes							(Loss) income before provision for income taxes		(23,230)		9,202
Income tax (benefit) expense							Income tax (benefit) expense		(5,390)		2,917

Net income			6,285		13,965
Net (loss) income							Net (loss) income		(17,840)		6,285

Net loss attributed to non-controlling interest	Net loss attributed to non-controlling interest		225		—		Net loss attributed to non-controlling interest		216		225

Net income attributed to Douglas Elliman Inc.			$	6,510	$	13,965
Net (loss) income attributed to Douglas Elliman Inc.							Net (loss) income attributed to Douglas Elliman Inc.		$	(17,624)	$	6,510

Per basic common share:	Per basic common share:						Per basic common share:

Net income applicable to common shares attributed to Douglas Elliman Inc.			$	0.08	$	0.18
Net (loss) income applicable to common shares attributed to Douglas Elliman Inc.							Net (loss) income applicable to common shares attributed to Douglas Elliman Inc.		$	(0.23)	$	0.08

Per diluted common share:	Per diluted common share:						Per diluted common share:

Net income applicable to common shares attributed to Douglas Elliman Inc.			$	0.08	$	0.18
Net (loss) income applicable to common shares attributed to Douglas Elliman Inc.							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 ~~combined~~ consolidated financial statements.

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED ~~COMBINED~~ CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in Thousands, Except Share Amounts)

Unaudited

Douglas Elliman Inc. Stockholders' Equity
Additional Paid-In Non-
controlling
Common Stock Retained
Shares Amount Capital Earnings Interest Total
Balance as of January 1, 2022 81,210,626 $ 812 $ 278,500 $ 622 $ 1,939 $ 281,873
Net income — — — 6,510 (225) 6,285
Dividends on common stock ($0.05 per share) — — — (4,062) — (4,062)
Restricted stock grants, net 25,000 — — — — —
Stock-based compensation — — 2,652 — — 2,652
Contributions from non-controlling interest — — — — 375 375
Balance as of March 31, 2022 81,235,626 $ 812 $ 281,152 $ 3,070 $ 2,089 $ 287,123


	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)
Restricted stock grants	3,535,000	35		(35)		—		—		—

Stock-based compensation	—	—		2,823		—		—		2,823


Balance as of March 31, 2023	84,416,022	$	844	$	271,678	$	(22,624)	$	1,321	$	251,219

Douglas Elliman Inc. Former Parent’s Net Investment
Additional Paid-In Former
Parent’s Net Non-
controlling
Common Stock Retained
Shares Amount Capital Earnings Investment Interest Total
Balance as of January 1, 2021 — $ — $ — $ — $ 163,590 $ — $ 163,590
Net income — — — — 13,965 — 13,965
Net transfers from Former Parent — — — — 5,969 — 5,969
Balance as of March 31, 2021 — $ — $ — $ — $ 183,524 $ — $ 183,524


	Douglas Elliman Inc. Stockholders' Equity
				Additional Paid-In				Non- controlling
	Common Stock					Retained
	Shares	Amount		Capital		Earnings		Interest		Total
Balance as of January 1, 2022	81,210,626	$	812	$	278,500	$	622	$	1,939	$	281,873
Net income (loss)	—	—		—		6,510		(225)		6,285
Distributions and dividends on common stock ($0.05 per share)	—	—		—		(4,062)		—		(4,062)
Restricted stock grants	25,000	—		—		—		—		—
Stock-based compensation	—	—		2,652		—		—		2,652
Contributions from non-controlling interest	—	—		—				375		375
Balance as of March 31, 2022	81,235,626	$	812	$	281,152	$	3,070	$	2,089	$	287,123

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

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES

CONDENSED ~~COMBINED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

Unaudited


		Three Months Ended					Three Months Ended
		March 31,					March 31,
		2022		2021			2023		2022
Net cash (used in) provided by operating activities		$	(6,780)	$	13,993
Cash flows from operating activities:						Cash flows from operating activities:
Net (loss) income						Net (loss) income	$	(17,840)	$	6,285
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						Depreciation and amortization	2,039		2,079
Non-cash stock-based compensation expense						Non-cash stock-based compensation expense	2,823		2,652
Loss on sale of assets						Loss on sale of assets	—		10
Deferred income taxes						Deferred income taxes	(5,390)		—
Net losses (gains) on investment securities						Net losses (gains) on investment securities	454		(752)
Equity in losses (earnings) from equity-method investments						Equity in losses (earnings) from equity-method investments	73		(532)

Non-cash lease expense						Non-cash lease expense	5,400		4,876

Provision for credit losses						Provision for credit losses	1,428		558
Changes in assets and liabilities:						Changes in assets and liabilities:
Receivables						Receivables	(10,361)		339
Income taxes receivables, net						Income taxes receivables, net	(100)		1,167
Accounts payable and accrued liabilities						Accounts payable and accrued liabilities	13,257		1,246
Operating right-of-use assets and operating lease liabilities, net						Operating right-of-use assets and operating lease liabilities, net	(5,568)		(5,868)
Accrued salary and benefits						Accrued salary and benefits	(14,857)		(18,070)
Other						Other	(2,933)		(770)
Net cash used in operating activities						Net cash used in operating activities	(31,575)		(6,780)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Investments in equity-method investments	Investments in equity-method investments	(100)		—		Investments in equity-method investments	—		(100)
Distributions from equity-method investments	Distributions from equity-method investments	60		—		Distributions from equity-method investments	—		60
Purchase of debt securities	Purchase of debt securities	(701)		—		Purchase of debt securities	(25)		(701)
Purchase of equity securities	Purchase of equity securities	(25)		—		Purchase of equity securities	(275)		(25)
Purchase of long-term investments	Purchase of long-term investments	(200)		—		Purchase of long-term investments	(55)		(200)
Capital expenditures	Capital expenditures	(849)		(597)		Capital expenditures	(3,627)		(849)
Net cash used in investing activities	Net cash used in investing activities	(1,815)		(597)		Net cash used in investing activities	(3,982)		(1,815)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Repayment of debt	Repayment of debt	(3,129)		—		Repayment of debt	—		(3,129)

Dividends on common stock	Dividends on common stock	(4,062)		—		Dividends on common stock	(4,221)		(4,062)
Contributions from non-controlling interest	Contributions from non-controlling interest	375		—		Contributions from non-controlling interest	—		375
Earn out payments	Earn out payments	(18)		(21)		Earn out payments	—		(18)
Net cash used in financing activities	Net cash used in financing activities	(6,834)		(21)		Net cash used in financing activities	(4,221)		(6,834)
Net (decrease) increase in cash, cash equivalents and restricted cash		(15,429)		13,375
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(39,778)		(15,429)
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	228,866		106,702		Cash, cash equivalents and restricted cash, beginning of period	171,382		228,866
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	213,437	$	120,077	Cash, cash equivalents and restricted cash, end of period	$	131,604	$	213,437

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

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ 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, or PropTech, companies. The condensed ~~combined~~ consolidated financial statements of Douglas Elliman include the accounts of DER Holdings LLC and New Valley Ventures LLC (“New Valley Ventures”), directly and indirectly ~~wholly-owned~~wholly owned subsidiaries of the Company. 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.

Prior to its distribution (the “Distribution”) from Vector Group Ltd. (“Vector Group” or, collectively with its subsidiaries, “Former Parent”) in December 2021, Douglas Elliman was a subsidiary of Vector Group. The~~Douglas Elliman’s condensed combined consolidated financial statements as of and for the period ended~~ ~~March 31, 2021~~ include certain indirect general and administrative costs allocated to it by Vector Group for certain functions and services including, but not limited to, executive office, finance and other administrative support. These expenses have been allocated to Douglas Elliman on the basis of direct usage, when identifiable.

Douglas Elliman’s condensed combined consolidated results of operations, financial position and cash flows may not be indicative of its future performance and do not necessarily reflect what its combined consolidated results of operations, financial position and cash flows would have been had Douglas Elliman operated as a separate, stand-alone entity during the three months ended March 31, 2021, including changes in its operations and capitalization as a result of the separation and distribution from Vector Group.

~~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 of the information and footnotes required by U.S. GAAP for complete financial statements. ~~These financial statements~~ ~~as of and for the period ended~~ ~~March 31, 2021 reflect the combined historical results of our operations, financial position and cash flows in accordance with U.S. GAAP and SEC Staff Accounting Bulletin Topic 1-B,~~ ~~Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity~~. 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 ~~combined~~ consolidated financial statements should be read in conjunction with the combined consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the Securities and Exchange Commission (“SEC”). The condensed ~~combined~~ 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 ~~combined~~ 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 combined consolidated financial statements presented herein have been prepared on a stand-alone basis and, prior to December 29, 2021, are derived from the combined consolidated financial statements and accounting records of Vector Group. The combined 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 in which Douglas Elliman has a controlling financial interest. All intercompany balances and transactions have been eliminated in the ~~combined~~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

~~DOUGLAS ELLIMAN INC.~~

~~NOTES TO CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Dollars in Thousands, Except Per Share Amounts)~~

~~Unaudited~~

consolidates those VIEs for which it has determined that it is the primary beneficiary. Douglas Elliman will consolidate an entity that is not deemed a VIE upon a determination that it has a controlling financial interest. 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)

~~(c)~~ ~~Former Parent’s Net Investment~~:

~~The Former Parent’s net investment~~(Dollars in the condensed combined consolidated statement of stockholders’ equity represents Vector Group’s historical net investment in Douglas Elliman resulting from various transactions with and allocations from the Former Parent. Balances due to and due from the Former Parent and accumulated earnings attributable to Douglas Elliman operations have been presented as components of Former Parent’s net investment.Thousands, Except Per Share Amounts)

Unaudited

~~(d)~~

The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States of America~~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.

~~(e)~~ (d) (Loss) Earnings Per Share (“EPS”):

On December 29, 2021, the date of the Distribution, 77,720,626 shares of the Common Stock, par value $0.01 per share, were distributed to Vector Group shareholders of record as of December 20, 2021. This share amount is being utilized for the calculation of basic and diluted earnings per share for the period presented prior to the Distribution as all shares were owned by Vector Group prior to the Distribution. For the 2021 period, these shares are treated as issued and outstanding at January 1, 2021 for purposes of calculating historical basic and diluted earnings per share.

The Company has restricted stock awards which will provide cash 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. The Company first paid dividends during the three months ended March 31, ~~2022.~~2022 and most recently paid a dividend during the three months ended March 31, 2023.

As a result, in its calculation of basic EPS and ~~dilutive~~diluted EPS for the three months ended March 31, 2022, the Company adjusted its net income for the effect of these participating securities. ~~For~~There were no outstanding participating securities during the three months ended March 31, ~~2021, the Company did not adjust its net income for the effect of these participating securities because the adjustment was negligible.~~2023.

Three Months Ended March 31,
2022 2021
Net income attributed to Douglas Elliman Inc. $ 6,510 $ 13,965
Income attributable to participating securities (275) —
Net income available to common stockholders attributed to Douglas Elliman Inc. $ 6,235 $ 13,965


	Three Months Ended
	March 31,
		2023		2022
Net (loss) income attributed to Douglas Elliman Inc.		$	(17,624)	$	6,510
Income attributable to participating securities		(307)		(275)
Net (loss) income available to common stockholders attributed to Douglas Elliman Inc.		$	(17,931)	$	6,235

Basic EPS is computed by dividing net (loss) income 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 ~~shares~~stock for the periods presented below:
Three Months Ended March 31,
2022 2021
Weighted-average shares for basic EPS 77,666,210 77,720,626
Plus incremental shares related to non-vested restricted stock 54,416 —
Weighted-average shares for diluted EPS 77,720,626 77,720,626


	Three Months Ended
	March 31,
		2023	2022
Weighted-average shares for basic EPS		78,279,772	77,666,210
Incremental shares related to non-vested restricted stock		—	54,416
Weighted-average shares for diluted EPS		78,279,772	77,720,626

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

~~DOUGLAS ELLIMAN INC.~~

~~NOTES TO CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Dollars in Thousands, Except Per Share Amounts)~~

~~Unaudited~~

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.Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

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


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	203,669	$	211,623	Cash and cash equivalents	$	123,662	$	163,859
Restricted cash and cash equivalents included in current assets	Restricted cash and cash equivalents included in current assets	7,861		15,336		Restricted cash and cash equivalents included in current assets	5,404		4,985
Restricted cash and cash equivalents included in other assets	Restricted cash and cash equivalents included in other assets	1,907		1,907		Restricted cash and cash equivalents included in other assets	2,538		2,538
Total cash, cash equivalents, and restricted cash shown in the condensed combined consolidated statements of cash flows		$	213,437	$	228,866
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows						Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	131,604	$	171,382

~~(g)~~(f) Related Party Transactions:

Agreements with Vector ~~Group.~~Group Ltd. (“Vector Group”) The Company paid Vector Group $1,050 and $1,050 under the Transition Services Agreement and $562 and $491 under the Aircraft Lease Agreement during the three months ended March 31, ~~2022.~~2023 and 2022, respectively.

Vector Group has agreed to indemnify the Company for a contingent liability. The value of the contingent liability was $965 as of March 31, 2022. Accordingly, the Company has recorded a receivable equal to the amount of the contingent liability.

Real estate commissions. Real estate commissions ~~includes~~include commissions of approximately ~~$900~~ $842 and ~~$2,357~~$900 for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively, from projects where the Company has been engaged by certain developers as the sole broker or the co-broker for several of the real estate development projects that Vector Group owns an interest in through its real estate venture investments.

(g) Investment and Other (Losses) Income:

Investment and other (losses) income consists of the following:


	Three Months Ended
	March 31,
		2023		2022
Net (losses) gains recognized on PropTech convertible trading debt securities		$	(352)	$	154
Net (losses) gains recognized on long-term investments at fair value		(102)		598

Investment and other (losses) income		$	(454)	$	752

(h)Restructuring:

Employee severance and benefits expensed for the three months ended March 31, 2023 relate entirely to the reduction in staff and are cash charges. All of the amounts expensed for the three months ended March 31, 2023 are included in Restructuring expense in the Company’s condensed consolidated statements of operations. The following table present the changes in the employee severance and benefits liability under the Real Estate Brokerage segment restructuring plan for the three months ended March 31, 2023:


	Employee Severance and Benefits
Severance liability balance at January 1, 2023	$	—
Severance expense	1,210
Severance payments	(223)
Severance liability at March 31, 2023	$	987

(i) Other Comprehensive ~~Income:~~Income:

The Company does not have any activity that results in Other Comprehensive ~~Income,~~Income; therefore, no statement of Comprehensive Income is included in the ~~combined~~condensed consolidated financial statements.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~(i)~~

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

(j) Subsequent ~~Events:~~Events:

The Company has evaluated subsequent events through May ~~11, 2022,~~15, 2023, the date the financial statements were issued.

~~(j)~~(k) New Accounting Pronouncements:

~~ASUs~~Accounting Standards Updates (“ASUs”) to be adopted in ~~future periods:~~2023:

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires that an acquirer recognize and measure contract assets and contract liabilities in a business combination in accordance with Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting Standards Updates (“ASUs”) adopted in 2023:

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The standard also requires certain disclosures for equity securities that are subject to contractual restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of this update did not have a material impact on the Company’s condensed consolidated financial statements.

SEC Proposed Rule Changes

On March 21, 2022, the SEC proposed rule changes that would require registrants to provide certain climate-related information in their registration statements and annual reports. The proposed rules would require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The required information about climate-related risks would also include disclosure of a registrant's greenhouse gas emissions, which have become a commonly used metric to assess a registrant's exposure to such risks. In addition, under the proposed rules, certain climate-related financial metrics would be required in a registrant's audited financial statements. The Company is currently evaluating the impact of the ~~new guidance on its combined consolidated financial statements.~~proposed rule changes.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

2. REVENUE RECOGNITION

Disaggregation of Revenue

In the following ~~table,~~tables, revenue is disaggregated by major services line and primary geographical market:


		Three Months Ended March 31, 2022											Three Months Ended March 31, 2023
		New York City		Northeast		Southeast		West		Total			New York City		Northeast		Southeast		West		Total
Revenues:	Revenues:											Revenues:
Commission and other brokerage income - existing home sales	Commission and other brokerage income - existing home sales	$	92,388	$	50,079	$	80,824	$	51,884	$	275,175	Commission and other brokerage income - existing home sales	$	57,798	$	33,105	$	54,454	$	37,899	$	183,256
Commission and other brokerage income - development marketing	Commission and other brokerage income - development marketing	11,369		—		8,216		349		19,934		Commission and other brokerage income - development marketing	7,763		619		10,060		338		18,780
Property management revenue	Property management revenue	9,041		158		—		—		9,199		Property management revenue	8,580		197		—		—		8,777
Escrow and title fees	Escrow and title fees	717		271		—		3,604		4,592		Escrow and title fees	399		210		—		2,560		3,169
Total revenue	Total revenue	$	113,515	$	50,508	$	89,040	$	55,837	$	308,900	Total revenue	$	74,540	$	34,131	$	64,514	$	40,797	$	213,982


		Three Months Ended March 31, 2021											Three Months Ended March 31, 2022
		New York City		Northeast		Southeast		West		Total			New York City		Northeast		Southeast		West		Total
Revenues:	Revenues:											Revenues:
Commission and other brokerage income - existing home sales	Commission and other brokerage income - existing home sales	$	70,135	$	56,250	$	75,553	$	41,078	$	243,016	Commission and other brokerage income - existing home sales	$	92,388	$	50,079	$	80,824	$	51,884	$	275,175
Commission and other brokerage income - development marketing	Commission and other brokerage income - development marketing	8,444		—		7,307		333		16,084		Commission and other brokerage income - development marketing	11,369		—		8,216		349		19,934
Property management revenue	Property management revenue	9,095		173		—		—		9,268		Property management revenue	9,041		158		—		—		9,199
Escrow and title fees	Escrow and title fees	466		417		—		3,525		4,408		Escrow and title fees	717		271		—		3,604		4,592
Total revenue	Total revenue	$	88,140	$	56,840	$	82,860	$	44,936	$	272,776	Total revenue	$	113,515	$	50,508	$	89,040	$	55,837	$	308,900

Contract Balances

The following table provides information about contract assets and contract liabilities from development marketing and commercial leasing contracts with customers:


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022

Receivables, which are included in accounts receivable - trade, net		$	2,730	$	2,749
Receivables, which are included in receivables						Receivables, which are included in receivables	$	2,721	$	3,063
Contract assets, net, which are included in other current assets	Contract assets, net, which are included in other current assets	9,179		2,187		Contract assets, net, which are included in other current assets	4,184		4,453
Contract assets, net, which are in other assets						Contract assets, net, which are in other assets	36,004		38,913
Payables, which are included in other current liabilities	Payables, which are included in other current liabilities	2,038		2,070		Payables, which are included in other current liabilities	2,044		2,291
Contract liabilities, which are in current liabilities	Contract liabilities, which are in current liabilities	16,774		6,689		Contract liabilities, which are in current liabilities	7,711		8,222
Contract assets, net, which are in other assets		25,723		28,996
Contract liabilities, which are in other liabilities	Contract liabilities, which are in other liabilities	34,950		39,557		Contract liabilities, which are in other liabilities	52,837		54,706

The Company recognized revenue of $1,614 for the three months ended March 31, 2023, that were included in the contract liabilities balances at December 31, 2022. The Company recognized revenue of $8,069 for the three months ended March 31, 2022, that were included in the contract liabilities balances at December 31, 2021. ~~The Company recognized revenue of $932 for the three months ended March 31, 2021, that were included in the contract liabilities balances at December 31, 2020.~~

910

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

3. CURRENT EXPECTED CREDIT LOSSES

Real estate broker agent receivables: Douglas Elliman Realty is exposed to credit losses for various amounts due from real estate agents, which are included in Other current assets on the condensed ~~combined~~ consolidated balance sheets, net of an allowance for credit losses. The Company estimates its allowance for credit losses on receivables from agents based on an evaluation of aging, agent sales in pipeline, any security, specific exposures, historical experience of collections from the individual agents, and current and expected future market trends. The Company estimated that the credit losses for these receivables were ~~$8,833~~$11,850 and ~~$8,607~~$10,916 at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

The following table summarizes changes in the allowance for credit losses for the three months ended March 31, 2023:


	January 1, 2023		Current Period Provision			Write-offs		Recoveries		March 31, 2023
Allowance for credit losses:

Real estate broker agent receivables	$	10,916	$	1,428	(1)	$	494	$	—	$	11,850

_____________________________

(1) The current period provision for the real estate broker agent receivables is included in “General and administrative expenses” in the ~~rollforward~~Company’s condensed consolidated statements of operations.

The following table summarizes changes in the allowance for credit losses for the three months ended March 31, 2022:


	January 1, 2022		Current Period Provision			Write-offs		Recoveries		March 31, 2022
Allowance for credit losses:

Real estate broker agent receivables	$	8,607	$	558	(1)	$	332	$	—	$	8,833

_____________________________

(1) The ~~bad debt expense related to~~current period provision for the real estate broker agent receivables is included in ~~General~~“General and administrative ~~expenses on~~expenses” in the Company’s condensed ~~combined consolidated statements of operations.~~

~~The following is the rollforward of the allowance for credit losses for the three months ended March 31, 2021:~~

January 1,
2021 Current Period Provision Write-offs Recoveries March 31,
2021
Allowance for credit losses:
Real estate broker agent receivables $ 7,038 $ 385 (1) $ 109 $ — $ 7,314

~~_____________________________~~

~~(1)~~ ~~The bad debt expense related to the real estate broker agent receivables is included in General and administrative expenses on the condensed combined~~ consolidated statements of operations.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

4. LEASES

Leases

The Company has operating leases for corporate and sales offices and equipment. The components of lease expense were as follows:


		Three Months Ended						Three Months Ended
		March 31,						March 31,
			2022		2021				2023		2022
Operating lease cost	Operating lease cost		$	8,169	$	8,135	Operating lease cost		$	8,325	$	8,169
Short-term lease cost	Short-term lease cost		257		200		Short-term lease cost		278		257
Variable lease cost	Variable lease cost		985		956		Variable lease cost		1,078		985
Less: Sublease income	Less: Sublease income		(121)		(88)		Less: Sublease income		(153)		(121)
Total lease cost	Total lease cost		$	9,290	$	9,203	Total lease cost		$	9,528	$	9,290

Supplemental cash flow information related to leases was as follows:


	Three Months Ended
	March 31,
	2023		2022
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	8,524	$	9,196

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	732		6,984

Supplemental balance sheet information related to leases was as follows:



	March 31,		December 31,
	2023		2022
Weighted average remaining lease term:
Operating leases	6.90		7.03

Weighted average discount rate:
Operating leases	8.75	%	8.73	%

1012

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

~~Supplemental cash flow information related to leases was as follows:~~

Three Months Ended
March 31,
2022 2021
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases $ 9,196 $ 9,473
Right-of-use assets obtained in exchange for lease obligations:
Operating leases 6,984 717

~~Supplemental balance sheet information related to leases was as follows:~~

March 31, December 31,
2022 2021
Weighted average remaining lease term:
Operating leases 7.42 7.65
Weighted average discount rate:
Operating leases 8.89 % 9.12 %

As of March 31, ~~2022,~~2023, maturities of lease liabilities were as follows:


		Operating Leases			Operating Leases
Period Ending December 31:	Period Ending December 31:			Period Ending December 31:
Remainder of 2022		$	27,079
2023		33,222
Remainder of 2023				Remainder of 2023	$	25,989
2024	2024	27,931		2024	29,863
2025	2025	23,399		2025	25,096
2026	2026	21,141		2026	22,733
2027	2027	18,898		2027	19,912
2028				2028	18,129
Thereafter	Thereafter	61,901		Thereafter	46,053
Total lease payments	Total lease payments	213,571		Total lease payments	187,775
Less imputed interest	Less imputed interest	(60,293)		Less imputed interest	(49,775)
Total	Total	$	153,278	Total	$	138,000

As of March 31, ~~2022,~~2023, the Company had no$217 in undiscounted lease payments relating to an operating ~~leases~~lease for office space ~~and equipment~~ that ~~have~~has not yet commenced. The operating lease has a lease term of five years and is expected to commence during the third quarter of 2023.

1113

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

5. LONG-TERM INVESTMENTS

Long-term investments consisted of the following:


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
PropTech convertible trading debt securities	PropTech convertible trading debt securities	$	3,077	$	2,222	PropTech convertible trading debt securities	$	2,630	$	2,957
Long-term investment securities at fair value (1)	Long-term investment securities at fair value (1)	2,332		1,534		Long-term investment securities at fair value (1)	2,715		3,262
PropTech investments at cost	PropTech investments at cost	4,363		4,338		PropTech investments at cost	8,863		8,588
PropTech investments at equity method						PropTech investments at equity method	497		—
Total investments	Total investments	$	9,772	$	8,094	Total investments	14,705		14,807
Less PropTech current convertible trading debt securities(2)	Less PropTech current convertible trading debt securities(2)	2,376		—		Less PropTech current convertible trading debt securities (2)	1,539		1,875
Less PropTech investments accounted for under the equity method						Less PropTech investments accounted for under the equity method	497		—
Total long-term investments	Total long-term investments	$	7,396	$	8,094	Total long-term investments	$	12,669	$	12,932

_____________________________

(1) These assets are measured at net asset value (“NAV”) as a practical expedient under ASC 820.

(2) These amounts are included in Other current assets on the condensed ~~combined~~ consolidated balance sheets.

Net realized and unrealized losses and gains recognized on long-term investment securities were as follows:

Three Months Ended
March 31,
2022 2021
Net gains recognized on PropTech convertible trading debt securities $ 154 $ —
Net gains recognized on long-term investments at fair value 598 34
Net gains recognized on long-term investment securities $ 752 $ 34


	Three Months Ended
	March 31,
		2023		2022

Net realized (losses) gains recognized on PropTech convertible trading debt securities		$	(352)	$	154
Net unrealized (losses) gains recognized on long-term investments at fair value		(102)		598
Net realized and unrealized (losses) gains recognized on long-term investment securities		$	(454)	$	752

(a) PropTech Convertible Trading Debt Securities:

~~During the three months ended March 31, 2022, New Valley Ventures invested $701 into convertible notes of 2 additional PropTech ventures. The~~These securities are classified as trading debt securities and are accounted for at fair value. The maturities of all ~~of the~~ convertible notes range from ~~February~~June 2023 to ~~December 2023.~~February 2025.

(b) Long-Term Investment Securities at Fair Value:

The following is a summary of unrealized ~~and realized net~~(losses) gains recognized in net income on long-term investment securities at fair value during the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively:

Three Months Ended
March 31,
2022 2021
Net gains recognized on long-term investment securities $ 598 $ 34


	Three Months Ended
	March 31,
		2023		2022
Net unrealized (losses) gains recognized on long-term investment securities		$	(102)	$	598

The Company has unfunded commitments of ~~$1,460~~$1,030 related to long-term investment securities at fair value as of March 31, ~~2022.~~2023.

Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of investments in various limited liability companies at March 31, ~~2022.~~2023. During the three months ended March 31, 2023, New Valley Ventures invested $250 into one additional PropTech venture. The investment is classified as an equity security without a readily determinable fair value. The total carrying value of these investments was ~~$4,363~~$8,863 as of March 31, ~~2022.~~2023. No impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were identified for the three months ended March 31, ~~2022.~~

2023.

1214

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

6. EQUITY METHOD INVESTMENTS

~~Equity-method~~Equity method investments consisted of the following:

March 31, 2022 December 31, 2021
Ancillary services ventures $ 2,508 $ 2,521


	March 31, 2023		December 31, 2022
Ancillary services ventures	$	2,055	$	1,629

At March 31, ~~2022,~~2023, the Company’s ownership percentages in these investments ranged from 17.0% to 50.0%; therefore, the Company accounts for these investments ~~accounted for~~ under the equity method ~~ranged from 17% to 50%, which meet the threshold for equity-method~~of accounting.

VIE Consideration:

The Company has determined that the Company is not the primary beneficiary of any of its equity method investments because it does not control the activities that most significantly impact the economic performance of ~~the~~each investment. The Company determined that the entities were VIEs but the Company was not the primary beneficiary. Therefore, the Company’s equity method investments have been accounted for under the equity method of accounting.

Maximum Exposure to Loss:

The Company’s maximum exposure to loss from its equity method investments ~~consisted~~consists of the net carrying value of the investments adjusted for any future capital commitments and/or guarantee arrangements. The maximum exposure to loss was ~~$2,508~~$2,055 as of March 31, ~~2022.~~2023.

7.~~NOTES PAYABLE AND OTHER OBLIGATIONS~~

~~Notes payable and other obligations consisted of:~~

March 31, 2022 December 31, 2021
Notes payable $ 9,375 $ 12,500
Other 199 203
Total notes payable and other obligations 9,574 12,703
Less:
Current maturities (9,405) (12,527)
Amount due after one year $ 169 $ 176

~~Notes Payable:~~

~~Notes~~ ~~payable consists primarily of~~ ~~$9,375~~ ~~of notes payable issued by DER Holdings LLC in connection with the acquisition of the~~ ~~29.41%~~ ~~interest in Douglas Elliman on December 31, 2018. Principal of~~ ~~$20,625~~ ~~has been repaid through~~ ~~March 31, 2022~~ ~~and the remaining principal of~~ ~~$9,375~~ ~~is due in 2022.~~

~~DOUGLAS ELLIMAN INC.~~

~~NOTES TO CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Dollars in Thousands, Except Per Share Amounts)~~

~~Unaudited~~

~~Fair~~ V~~alue of Notes Payable and Other Obligations:~~

~~The estimated fair value of the Company’s notes payable and long-term debt were as follows:~~

March 31, 2022 December 31, 2021
Carrying
Value Fair
Value Carrying
Value Fair
Value
Notes payable $ 9,375 $ 9,375 $ 12,500 $ 12,500
Other 199 199 203 203
Notes payable and other obligations $ 9,574 $ 9,574 $ 12,703 $ 12,703

~~Notes~~ payable and other obligations are carried on the condensed combined consolidated balance sheets at amortized cost. The fair value determinations disclosed above would be classified as Level 2 under the fair value hierarchy disclosed in Note 10 if such liabilities were recorded on the condensed combined consolidated balance sheets at fair value.

~~The~~ estimated fair value of the Company’s notes payable and other obligations has been determined by the Company using available information. However, considerable judgment is required to develop the estimates of fair value and, accordingly, the estimate presented herein is not necessarily indicative of the amount that could be realized in a current market exchange.

8. CONTINGENCIES

The Company is involved in litigation through the normal course of business. The majority of claims ~~have been referred to~~are covered by the Company’s insurance ~~carrier and related counsel.~~policies in excess of any applicable retention. Some claims may not be covered by the Company’s insurance policies. The Company believes that the resolution of these matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

8. INCOME TAXES

The Company’s income tax (benefit) expense consisted of the following:


	Three Months Ended
	March 31,
		2023		2022
(Loss) income before provision for income taxes		$	(23,230)	$	9,202
Income tax (benefit) expense using estimated annual effective income tax rate		(5,390)		2,917









Income tax (benefit) expense		$	(5,390)	$	2,917

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

9. ~~INCOME TAXES~~

~~The~~ financial statements of Douglas Elliman Inc. include the tax accounts of the following entities: (i) DER Holdings LLC, the parent of Douglas Elliman Realty LLC, is a single-member limited liability company that is a disregarded entity for U.S. income tax purposes, (ii) Douglas Elliman Realty LLC is a limited liability company that files as a partnership for U.S. income tax purposes, (iii) Douglas Elliman of California, Inc. is a corporation that reported on a separate company basis until February 28, 2019, then elected to become a consolidated subsidiary included in Vector Group’s consolidated U.S. income tax return until the Spin-off, and thereafter is a consolidated subsidiary of Douglas Elliman Inc. (iv) DER Holdings II LLC, a subsidiary of DER Holdings LLC, which has elected to be taxed as corporation for U.S. income tax purposes, and (v) New Valley Ventures LLC, NV Mortgage LLC and NV Title LLC, which are single member limited liability companies that are treated as disregarded entities for U.S. income tax purposes. Upon completion of the Spin-off, Douglas Elliman Inc. and its subsidiaries detailed above became a separate taxable entity for federal and state income tax purposes.

~~After the the Distribution, the~~ ~~Company calculated its provision for income taxes based upon the taxable income attributable to its activity and the activity of its subsidiaries during this period.~~

~~For~~ the periods presented prior to the Distribution, the Company calculated its provision for income taxes by using a separate-return method and elected not to allocate tax expense to single-member limited liability companies or partnerships that did not incur income tax liability because they were not severally liable for the taxes of their owners. Prior to the Distribution, Douglas Elliman of California, Inc. and DER Holdings II LLC were the only two entities taxed as corporations for U.S. Income Tax purposes while the remaining entities were pass through entities for federal income tax purposes. Therefore, no income tax expense was allocated to entities other than DER Holdings II LLC, Douglas Elliman of California, Inc. and, for purposes of New York City UBT only, Douglas Elliman Realty, LLC.

~~The Company’s income tax expense consisted of the following:~~

Three Months Ended
March 31,
2022 2021
Income before provision for income taxes $ 9,202 $ 14,246
Income tax expense using estimated annual effective income tax rate 2,917 4,097
Less Federal income tax expense attributable to pass-through entities — (3,816)
Income tax expense $ 2,917 $ 281

~~DOUGLAS ELLIMAN INC.~~

~~NOTES TO CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~(Dollars in Thousands, Except Per Share Amounts)~~

~~Unaudited~~

~~10.~~ INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities subject to fair value measurements were as follows:


		Fair Value Measurements as of March 31, 2022									Fair Value Measurements as of March 31, 2023
Description	Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:	Assets:									Assets:
Money market funds (1)	Money market funds (1)	$	44,975	$	44,975	$	—	$	—	Money market funds (1)	$	105,647	$	105,647	$	—	$	—
Certificates of deposit (2)	Certificates of deposit (2)	569		—		569		—		Certificates of deposit (2)	507		—		507		—
PropTech convertible trading debt securities	PropTech convertible trading debt securities	2,376		—		—		2,376		PropTech convertible trading debt securities	1,539		—		—		1,539
Long-term investments	Long-term investments									Long-term investments
PropTech convertible trading debt securities	PropTech convertible trading debt securities	701		—		—		701		PropTech convertible trading debt securities	1,091		—		—		1,091
Long-term investment securities at fair value (3)	Long-term investment securities at fair value (3)	2,332		—		—		—		Long-term investment securities at fair value (3)	2,715		—		—		—

Total long-term investments	Total long-term investments	3,033		—		—		701		Total long-term investments	3,806		—		—		1,091
Total assets	Total assets	$	50,953	$	44,975	$	569	$	3,077	Total assets	$	111,499	$	105,647	$	507	$	2,630

_____________________________

(1)Amounts included in Cash and cash equivalents on the condensed ~~combined~~ consolidated balance sheets, except for ~~$7,861~~$5,404 that is included in current restricted cash and cash equivalents and ~~$1,907~~$2,538 that is included in non-current restricted assets.

(2)Amounts included in current restricted assets and non-current restricted assets on the condensed ~~combined~~ consolidated balance sheets.

(3)In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.


		Fair Value Measurements as of December 31, 2021									Fair Value Measurements as of December 31, 2022
Description	Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:	Assets:									Assets:
Money market funds (1)	Money market funds (1)	$	51,492	$	51,492	$	—	$	—	Money market funds (1)	$	153,941	$	153,941	$	—	$	—
Certificates of deposit (2)	Certificates of deposit (2)	569		—		569		—		Certificates of deposit (2)	569		—		569		—
PropTech convertible trading debt securities										PropTech convertible trading debt securities	1,875		—		—		1,875
Long-term investments	Long-term investments									Long-term investments
PropTech convertible trading debt securities	PropTech convertible trading debt securities	2,222		—		—		2,222		PropTech convertible trading debt securities	1,082		—		—		1,082
Long-term investment securities at fair value (3)	Long-term investment securities at fair value (3)	1,534		—		—		—		Long-term investment securities at fair value (3)	3,262		—		—		—
Total long-term investments	Total long-term investments	3,756		—		—		2,222		Total long-term investments	4,344		—		—		1,082
Total assets	Total assets	$	55,817	$	51,492	$	569	$	2,222	Total assets	$	160,729	$	153,941	$	569	$	2,957

_____________________________

(1)Amounts included in Cash and cash equivalents on the condensed ~~combined~~ consolidated balance sheets, except for ~~$15,336~~$4,985 that is included in current restricted assets and ~~$1,907~~$2,538 that is included in non-current restricted assets.

(2)Amounts included in current restricted assets and non-current restricted assets on the condensed ~~combined~~ consolidated balance sheets.

(3)In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.

The fair value of the Level 2 certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is the rate offered by the financial institution.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

The fair values of the Level 3 PropTech convertible trading debt securities were derived using a discounted cash flow model utilizing a probability-weighted expected return method based on the probabilities of different potential outcomes for the convertible trading debt securities.

The long-term investments are based on NAV per share provided by the partnerships based on the indicated market value of the underlying assets or investment portfolio. In accordance with Subtopic 820-10, these investments are not classified under the fair value hierarchy disclosed above because they are measured at fair value using the NAV practical expedient.

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at March 31, 2023:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

March 31,
2023

Valuation Technique

Unobservable Input

Range (Actual)

PropTech convertible trading debt securities

2,630

Discounted cash flow

Interest rate

4% and 8%

Maturity

June 2023 - Feb 2025

Volatility

56.9% - 101.9%

Discount rate

33.62% - 190.38%

The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2022:

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

~~March~~December 31,
2022

Valuation Technique

Unobservable Input

Range (Actual)

PropTech convertible trading debt securities

~~3,077~~2,957

Discounted cash flow

Interest rate

4% and 8%

Maturity

~~Feb~~Mar 2023 ~~- Dec 2023~~-Feb 2025

Volatility

~~40.7%~~60.7% - ~~73.6%~~103.3%

Discount rate

~~28.22%~~29.39% - ~~46.66%~~

186.15%

~~The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows at December 31, 2021:~~

Quantitative Information about Level 3 Fair Value Measurements
Fair Value at
December 31,
2021 Valuation Technique Unobservable Input Range (Actual)
PropTech convertible trading debt securities $ 2,222 Discounted cash flow Interest rate 5 %
Maturity Feb 2023 -Mar 2023
Volatility 37.7% - 86.8%
Discount rate 27.25% - 46.83%

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record assets and liabilities at fair value on a nonrecurring basis. Generally, assets and liabilities are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company had no nonrecurring nonfinancial assets subject to fair value measurements as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED ~~COMBINED~~ CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

~~11.~~10. SEGMENT INFORMATION

The Company’s business segments were Real Estate Brokerage and Corporate and Other. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Financial information for the Company’s operations before taxes and non-controlling interests for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 were as follows:


		Real Estate Brokerage		Corporate and Other		Total			Real Estate Brokerage			Corporate and Other		Total

Three months ended March 31, 2023								Three months ended March 31, 2023
Revenues								Revenues	$	213,982		$	—	$	213,982
Operating loss								Operating loss	(17,343)		(1)	(6,465)		(23,808)
Adjusted EBITDA attributed to Douglas Elliman (2)								Adjusted EBITDA attributed to Douglas Elliman (2)	(12,984)			(4,661)		(17,645)
Depreciation and amortization								Depreciation and amortization	2,039			—		2,039
Capital expenditures								Capital expenditures	3,627			—		3,627

Three months ended March 31, 2022	Three months ended March 31, 2022							Three months ended March 31, 2022
Revenues	Revenues	$	308,900	$	—	$	308,900	Revenues	$	308,900		$	—	$	308,900
Operating income (loss)	Operating income (loss)	14,541		(6,662)		7,879		Operating income (loss)	14,541			(6,662)		7,879

Adjusted EBITDA attributed to Douglas Elliman (a)		17,662		(4,935)		12,727
Adjusted EBITDA attributed to Douglas Elliman (2)								Adjusted EBITDA attributed to Douglas Elliman (2)	17,662			(4,935)		12,727
Depreciation and amortization	Depreciation and amortization	2,079		—		2,079		Depreciation and amortization	2,079			—		2,079
Capital expenditures	Capital expenditures	849		—		849		Capital expenditures	849			—		849

Three months ended March 31, 2021
Revenues		$	272,776	$	—	$	272,776
Operating income		14,228		—		14,228

Adjusted EBITDA attributed to Douglas Elliman (a)		16,351		—		16,351
Depreciation and amortization		2,123		—		2,123
Capital expenditures		597		—		597

_____________________________

~~(a)~~(1)Operating loss includes $1,210 of restructuring expense.

(2)The following table reconciles operating income to Adjusted EBITDA attributed to Douglas Elliman for the three months ended March 31, ~~2022~~2023 and ~~2021.~~2022.

Three months ended March 31,
2022 2021
Real estate brokerage segment
Operating income $ 14,541 $ 14,228
Depreciation and amortization 2,079 2,123
Stock-based compensation 925 —
Adjusted EBITDA 17,545 16,351
Adjusted EBITDA attributed to non-controlling interest 117 —
Adjusted EBITDA attributed to Douglas Elliman $ 17,662 $ 16,351
Corporate and other segment
Operating loss $ (6,662) $ —
Stock-based compensation 1,727 —
Adjusted EBITDA attributed to Douglas Elliman $ (4,935) $ —


	Three Months Ended March 31,
		2023		2022
Real estate brokerage segment
Operating (loss) income		$	(17,343)	$	14,541
Depreciation and amortization		2,039		2,079
Stock-based compensation		1,019		925
Restructuring		1,210		—
Adjusted EBITDA		(13,075)		17,545
Adjusted EBITDA attributed to non-controlling interest		91		117
Adjusted EBITDA attributed to Douglas Elliman		$	(12,984)	$	17,662

Corporate and other segment
Operating loss		$	(6,465)	$	(6,662)
Stock-based compensation		1,804		1,727
Adjusted EBITDA attributed to Douglas Elliman		$	(4,661)	$	(4,935)

DOUGLAS ELLIMAN INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

11. ESCROW FUNDS IN HOLDING

As a service to its customers, Portfolio Escrow Inc., a subsidiary of the Company, administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250. Portfolio Escrow Inc. had escrow funds on deposit in the amount of $27,505 and $33,533 as of March 31, 2023 and December 31, 2022, respectively, and corresponding escrow funds in holding of the same amount. While these deposits are not assets of the Company (and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets), the subsidiary of the Company remains contingently liable for the disposition of these deposits.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Amounts)

The following discussion should be read in conjunction with our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and audited financial statements as of and for the year ended December 31, ~~2021~~2022 and Notes thereto, included in our ~~2021~~2022 Annual Report on Form 10-K, and our Condensed ~~Combined~~ Consolidated Financial Statements and related Notes as of and for the quarterly period ended March 31, ~~2022.~~2023.

Overview

We are a holding company and engaged principally in two business segments:

Real Estate Brokerage: the residential real estate brokerage services through our subsidiary Douglas Elliman Realty, which operates the largest residential brokerage company in the New York metropolitan area and also conducts residential real estate brokerage operations in Florida, California, Texas, Colorado, Nevada, Massachusetts, Connecticut, ~~Massachusetts, Colorado, New Jersey~~Maryland, Virginia and ~~Texas.~~

Washington, D.C.

Corporate and other: ~~The~~the operations of our holding company as well as ~~the PropTech~~our investment business ~~investing~~that invests in select PropTech opportunities through our New Valley Ventures subsidiary.

~~Distribution and Basis of Presentation~~

~~On December 29, 2021, Vector Group distributed all of our common stock to its stockholders. Prior to the Distribution, we were a subsidiary of Vector Group and incurred~~ indirect general and administrative costs allocated to us by Vector Group for certain functions and services including, but not limited to, executive office, finance and other administrative support. These expenses were allocated to us based on direct usage, when identifiable. After the Distribution, we are incurring expenses necessary to operate a standalone public company, including pursuant to a Transition Services Agreement entered into with Vector Group in connection with the Distribution.

Therefore, for periods prior to the Distribution, our condensed combined consolidated results of operations, financial position and cash flows may not be indicative of our future performance and do not necessarily reflect what our combined consolidated results of operations, financial position and cash flows would have been had we operated as a separate, standalone entity during the periods presented, including changes in our operations and capitalization as a result of our separation and distribution from Vector Group.

Key Business Metrics and Non-GAAP Financial Measures

In addition to our financial results, we use the following business metrics to evaluate our business and identify trends affecting our business. To evaluate our operating performance, we also use Adjusted EBITDA attributed to Douglas Elliman and Adjusted EBITDA attributed to Douglas Elliman Margin and financial measures for the last twelve months ended March 31, ~~2022~~2023 (“Non-GAAP Financial Measures”), which are financial measures not prepared in accordance with GAAP.

Key Business Metrics

Last twelve months ended Three months ended March 31, Year ended December 31, 2021
March 31, 2022 2022 2021
Key Business Metrics
Total transactions (absolute) (1)
32,518 7,212 7,094 32,400
Gross transaction value (in billions) (2)
$ 52.8 $ 11.7 $ 10.1 $ 51.2
Average transaction value per transaction (in thousands) (3)
$ 1,622.3 $ 1,620.4 $ 1,427.8 $ 1,580.0
Number of Principal Agents (4)
5,174 (5) 5,174 (5) 4,954 5,189 (5)
Annual Retention (6)
94 % N/A N/A 94 %
Net income attributed to Douglas Elliman Inc. $ 91,383 $ 6,510 $ 13,965 $ 98,838
Net income margin 6.58 % 2.11 % 5.12 % 7.30 %
Adjusted EBITDA attributed to Douglas Elliman $ 107,075 $ 12,727 $ 16,351 $ 110,699
Adjusted EBITDA attributed to Douglas Elliman margin 7.71 % 4.12 % 5.99 % 8.18 %


	Last twelve months ended			Three months ended March 31,						Year ended December 31, 2022
	March 31, 2023			2023			2022
Key Business Metrics
Total transactions (1)	23,988			4,627			7,212			26,573
Gross transaction value (in billions) (2)	$	38.6		$	7.3		$	11.7		$	42.9
Average transaction value per transaction (in thousands) (3)	$	1,608.2		$	1,580.4		$	1,620.4		$	1,616.3
Number of Principal Agents (4)	5,389			5,389			5,174			5,407
Annual Retention (5)	86		%	N/A			N/A			87		%
Net (loss) income attributed to Douglas Elliman Inc.	$	(29,756)		$	(17,624)		$	6,510		$	(5,622)
Net (loss) income margin	(2.81)		%	(8.24)		%	2.11		%	(0.49)		%
Adjusted EBITDA attributed to Douglas Elliman	$	(15,421)		$	(17,645)		$	12,727		$	14,951
Adjusted EBITDA attributed to Douglas Elliman margin	(1.46)		%	(8.25)		%	4.12		%	1.30		%

_____________________________

(1)We calculate total transactions by taking the sum of all transactions closed in which our agent represented the buyer or seller in the purchase or sale of a home (excluding rental transactions). We include a single transaction twice when one or more of our agents represent both the buyer and seller in any given transaction.

(2)Gross transaction value is the sum of all closing sale prices for homes transacted by our agents (excluding rental transactions). We include the value of a single transaction twice when our agents serve both the home buyer and home seller in the transaction.

(3)Average transaction value per transaction is the quotient of (x) gross transaction value divided by (y) total transactions.

(4)The number of Principal Agents is determined as of the last day of the specified period. We use the number of Principal Agents, in combination with our other key business metrics such as total transactions and gross transaction value, as a measure of agent productivity.

(5)~~Includes the Principal Agents acquired in connection with increased ownership from 1% to 50% in Douglas Elliman Texas in August 2021.~~

~~(6)~~Annual Retention is the quotient of (x) the prior year revenue generated by agents retained divided by (y) the prior year revenue generated by all agents. We use Annual Retention as a measure of agent stability.

Non-GAAP Financial Measures

Adjusted EBITDA attributed to Douglas Elliman is a non-GAAP financial measure that represents our net income adjusted for depreciation and amortization, investment and other income, ~~net,~~ stock-based compensation expense, benefit from income taxes, and other items. Adjusted EBITDA attributed to Douglas Elliman Margin is the quotient of (x) Adjusted EBITDA attributed to Douglas Elliman divided by (y) revenue. Last twelve months (“LTM”) financial measures are non-GAAP financial measures that are calculated by reference to the trailing four-quarter performance for the relevant metric.

We believe that Non-GAAP Financial Measures are important measures that supplement analysis of our results of operations and enhance an understanding of our operating performance. We believe Non-GAAP Financial Measures provide a useful measure of operating results unaffected by non-recurring items, differences in capital structures and ages of related assets among otherwise comparable companies. Management uses Non-GAAP Financial Measures as measures to review and assess operating performance of our business, and management and investors should review both the overall performance (GAAP net income) and the operating performance (Non-GAAP Financial Measures) of our business. While management considers Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, and net income. In addition, Non-GAAP Financial Measures are susceptible to varying calculations and our measurement of Non-GAAP Financial Measures may not be comparable to those of other companies.

Reconciliations of these non-GAAP measures are provided in the table below.

2021

Computation of Adjusted EBITDA attributed to Douglas Elliman


		Last twelve months ended		Three months ended March 31,				Year ended December 31, 2021			Last twelve months ended		Three months ended March 31,				Year ended December 31, 2022
		March 31, 2022		2022		2021					March 31, 2023		2023		2022
Net income attributed to Douglas Elliman Inc.		$	91,383	$	6,510	$	13,965	$	98,838
Net (loss) income attributed to Douglas Elliman Inc.										Net (loss) income attributed to Douglas Elliman Inc.	$	(29,756)	$	(17,624)	$	6,510	$	(5,622)
Interest income, net	Interest income, net	(75)		(39)		(47)		(83)		Interest income, net	(2,845)		(1,105)		(39)		(1,779)
Income tax expense		4,769		2,917		281		2,133
Income tax (benefit) expense										Income tax (benefit) expense	(1,804)		(5,390)		2,917		6,503
Net loss attributed to non-controlling interest	Net loss attributed to non-controlling interest	(411)		(225)		—		(186)		Net loss attributed to non-controlling interest	(768)		(216)		(225)		(777)
Depreciation and amortization	Depreciation and amortization	8,517		2,079		2,123		8,561		Depreciation and amortization	7,972		2,039		2,079		8,012
Stock-based compensation(a)	Stock-based compensation(a)	2,652		2,652		—		—		Stock-based compensation (a)	11,309		2,823		2,652		11,138
Equity in (earnings) losses from equity method investments(b)		(254)		(532)		—		278

Change in fair value of contingent liability		1,720		—		(73)		1,647
Equity in losses (earnings) from equity method investments (b)										Equity in losses (earnings) from equity method investments (b)	1,168		73		(532)		563
Restructuring										Restructuring	1,210		1,210		—		—
Other, net	Other, net	(1,383)		(752)		102		(529)		Other, net	(2,223)		454		(752)		(3,429)
Adjusted EBITDA	Adjusted EBITDA	106,918		12,610		16,351		110,659		Adjusted EBITDA	(15,737)		(17,736)		12,610		14,609
Adjusted EBITDA attributed to non-controlling interest	Adjusted EBITDA attributed to non-controlling interest	157		117		—		40		Adjusted EBITDA attributed to non-controlling interest	316		91		117		342
Adjusted EBITDA attributed to Douglas Elliman	Adjusted EBITDA attributed to Douglas Elliman	$	107,075	$	12,727	$	16,351	$	110,699	Adjusted EBITDA attributed to Douglas Elliman	$	(15,421)	$	(17,645)	$	12,727	$	14,951

Adjusted EBITDA attributed to Douglas Elliman by segment:
Real estate brokerage segment	Real estate brokerage segment	$	112,010	$	17,662	$	16,351	$	110,699	Real estate brokerage segment
Operating (loss) income										Operating (loss) income	$	(9,891)	$	(17,343)	$	14,541	$	21,993
Depreciation and amortization										Depreciation and amortization	7,972		2,039		2,079		8,012
Stock-based compensation										Stock-based compensation	4,289		1,019		925		4,195
Restructuring										Restructuring	1,210		1,210		—		—
Adjusted EBITDA										Adjusted EBITDA	3,580		(13,075)		17,545		34,200
Adjusted EBITDA attributed to non-controlling interest										Adjusted EBITDA attributed to non-controlling interest	316		91		117		342
Adjusted EBITDA attributed to Douglas Elliman										Adjusted EBITDA attributed to Douglas Elliman	$	3,896	$	(12,984)	$	17,662	$	34,542

Corporate and other segment	Corporate and other segment	(4,935)		(4,935)		—		—		Corporate and other segment
Operating loss										Operating loss	$	(26,337)	$	(6,465)	$	(6,662)	$	(26,534)
Stock-based compensation										Stock-based compensation	7,020		1,804		1,727		6,943
Adjusted EBITDA attributed to Douglas Elliman										Adjusted EBITDA attributed to Douglas Elliman	$	(19,317)	$	(4,661)	$	(4,935)	$	(19,591)

Total adjusted EBITDA attributed to Douglas Elliman	Total adjusted EBITDA attributed to Douglas Elliman	$	107,075	$	12,727	$	16,351	$	110,699	Total adjusted EBITDA attributed to Douglas Elliman	$	(15,421)	$	(17,645)	$	12,727	$	14,951

_____________________________

(a)Represents amortization of stock-based compensation. $4,289, $1,019, $925, isand $4,195 are attributable to the Real estate brokerage segment for the last twelve months ended March 31, 2023, the three months ended March 31, 2023, and 2022, and the year ended December 31, 2022, respectively. $7,020, $1,804, $1,727, isand $6,943 are attributable to the Corporate and other ~~segment.~~segment for the last twelve months ended March 31, 2023, the three months ended March 31, 2023, and 2022, and the year ended December 31, 2022, respectively.

(b)Represents equity in losses (earnings) recognized from the Company’s investment in an equity method investment that is accounted for under the equity method and is not consolidated in the Company’s financial results.

Results of Operations

The following discussion provides an assessment of our results of operations, capital resources and liquidity and should be read in conjunction with our ~~combined~~condensed consolidated financial statements and related notes included elsewhere in this report.

Three months ended March 31, ~~2022~~2023 Compared to Three months ended March 31, ~~2021~~

2022

The following table sets forth our revenue and operating (loss) income ~~(loss)~~ by segment for the three months ended March 31, ~~2022~~2023 compared to the three months ended March 31, ~~2021:~~2022:

Three Months Ended March 31,
2022 2021
(Dollars in thousands)
Revenues by segment:
Real estate brokerage segment $ 308,900 $ 272,776
Operating income (loss) by segment:
Real estate brokerage segment $ 14,541 $ 14,228
Corporate and other segment (6,662) —
Total operating income $ 7,879 $ 14,228
EBITDA attributed to Douglas Elliman by segment:
Real estate brokerage EBITDA attributed to Douglas Elliman $ 17,662 $ 16,351
Corporate and other EBITDA attributed to Douglas Elliman (4,935) —
EBITDA attributed to Douglas Elliman $ 12,727 $ 16,351


	Three Months Ended March 31,
	2023		2022
	(Dollars in thousands)
Revenues by segment:
Real estate brokerage segment	$	213,982	$	308,900

Operating (loss) income by segment:
Real estate brokerage segment	$	(17,343)	$	14,541
Corporate and other segment	(6,465)		(6,662)
Total operating (loss) income	$	(23,808)	$	7,879

Real estate brokerage segment
Operating (loss) income	$	(17,343)	$	14,541
Depreciation and amortization	2,039		2,079
Stock-based compensation	1,019		925
Adjusted EBITDA	(13,075)		17,545
Adjusted EBITDA attributed to non-controlling interest	91		117
Adjusted EBITDA attributed to Douglas Elliman	$	(12,984)	$	17,662

Corporate and other segment
Operating loss	$	(6,465)	$	(6,662)
Stock-based compensation	1,804		1,727
Adjusted EBITDA attributed to Douglas Elliman	$	(4,661)	$	(4,935)

Three months ended March 31, ~~2022~~2023 Compared to Three months ended March 31, ~~2021~~2022

Revenues. Our revenues were $213,982 for the three months ended March 31, 2023 compared to $308,900 for the three months ended March 31, ~~2022 compared to $272,776 for the three months ended March 31, 2021.~~2022. The ~~$36,124 (13.2%~~$94,918 (30.7%) ~~increase~~decline in revenues was primarily due to a ~~$36,124 increase~~$93,073 decline in the Real Estate Brokerage segment’s ~~revenues, which was primarily related to increased~~commissions and other brokerage income because of lower revenues from existing home sales caused, in part, by ~~home-buying trends in our markets that began~~lower listing inventory and the volatility in the ~~fourth quarter of 2020~~financial markets as ~~markets began reopening from lockdowns associated with the COVID-19 pandemic and vaccinations became available.~~well as increases in mortgage rates.

Operating expenses. Our operating expenses were $237,790 for the three months ended March 31, 2023 compared to $301,021 for the three months ended March 31, ~~2022 compared to $258,548 for the three months ended March 31, 2021.~~2022. The ~~increase~~decline of ~~$42,473~~$63,231 was due primarily to ~~increases~~declines in real estate brokerage commissions of ~~$26,405, expenses associated with Douglas Elliman operating as a standalone public company after the Distribution, which occurred on December 29, 2021, as well as increased~~$67,320. This was offset by increases in expenses associated with our expansion into new markets and enhancements to our agent-facing technology platform.

Operating (loss) income. Operating ~~income~~loss was ~~$7,879~~$23,808 for the three months ended March 31, ~~2022~~2023 compared to ~~$14,228~~operating income of $7,879 for the same ~~period in 2021.~~three months ended March 31, 2022. The ~~$6,349~~$31,687 decline in operating income was primarily due to ~~Douglas Elliman operating as a standalone public company after~~ the ~~distribution as well as non-cash stock compensation expense.~~net impact of declines in commission and other brokerage revenues.

Other income. Other income was $578 for the three months ended March 31, 2023 compared to $1,323 for the three months ended March 31, ~~2022 compared to $18~~2022. For the three months ended March 31, 2023, other income primarily consisted of interest income, net of $1,105. This was offset by investment and other loss, primarily associated with our PropTech investments of $454, and equity losses from equity method investments of $73.

(Loss) income before provision for income taxes. Loss before income taxes was $23,230 for the three months ended March 31, ~~2021. For the three months ended March 31, 2022, other~~2023 and income ~~primarily consisted of investment income, primarily associated with our PropTech investments of $752 and equity earnings from equity method investments of $532.~~

~~Income before provision for income taxes~~. ~~Income~~ before income taxes was $9,202 ~~and $14,246~~ for the three months ended March 31, ~~2022 and 2021, respectively.~~2022.

Income tax (benefit) expense. Income tax ~~expense~~benefit was ~~$2,917 and $281~~$5,390 for the three months ended March 31, ~~2022~~2023 and ~~2021, respectively. Our provision for~~ income ~~taxes in interim periods is based on expected income, statutory rates, permanent differences, valuation allowances against deferred~~ tax ~~assets, and any tax planning opportunities available to us. After the Distribution and for interim financial reporting~~expense was $2,917 for the three months ended March 31, ~~2022, we now~~2022.

We calculate our provision for income taxes based upon our estimate of the annual effective income tax rate based on full year projections and apply the annual effective income tax rate against year-to-date pretax income to record income tax expense, adjusted for discrete items, if any. We ~~will~~ refine annual estimates as current information becomes available.

Before the Distribution, we calculated our provision for income taxes based upon the taxable income of attributable to its activity and the activity of its subsidiaries during this period. or the periods presented prior to the distribution, we calculated our

provision for income taxes by using a separate-return method and elected not to allocate tax expense to single-member limited liability companies or partnerships that did not incur income tax liability because they were not severally liable for the taxes of their owners. Before the distribution, Douglas Elliman of California, Inc., and DER Holdings II LLC were the only two entities taxed as corporations for U.S. Income Tax purposes while the remaining entities were pass through entities for federal income tax purposes. Therefore, no income tax expense was allocated to entities other than DER Holdings II LLC, Douglas Elliman of California, Inc. and, for purposes of New York City UBT only, Douglas Elliman Realty, LLC.

Real Estate Brokerage.

The following table sets forth our condensed ~~combined~~ consolidated statements of operations data for the Real Estate Brokerage segment for the three months ended March 31, ~~2022~~2023 compared to the three months ended March 31, ~~2021:~~2022:


		Three Months Ended March 31,						Three Months Ended March 31,
		2022			2021					2023			2022
		(Dollars in thousands)						(Dollars in thousands)
Revenues:	Revenues:								Revenues:
Commissions and other brokerage income	Commissions and other brokerage income	$	295,109	95.5%	$	259,100	95.0%		Commissions and other brokerage income	$	202,036	94.4%	$	295,109	95.5%
Property management	Property management	9,199		3.0%	9,268		3.4%		Property management	8,777		4.1%	9,199		3.0%
Other		4,592		1.5%	4,408		1.6%
Other ancillary services									Other ancillary services	3,169		1.5%	4,592		1.5%
Total revenues	Total revenues	$	308,900	100%	$	272,776	100%		Total revenues	$	213,982	100%	$	308,900	100%

Operating expenses:	Operating expenses:								Operating expenses:
Real estate agent commissions	Real estate agent commissions	223,422		72.3%	197,017		72.2%		Real estate agent commissions	$	156,102	73.0%	$	223,422	72.3%
Sales and marketing	Sales and marketing	19,306		6.2%	19,354		7.1%		Sales and marketing	21,239		9.9%	19,306		6.2%
Operations and support	Operations and support	18,091		5.9%	17,250		6.3%		Operations and support	18,893		8.8%	18,091		5.9%
General and administrative	General and administrative	26,168		8.5%	19,307		7.1%		General and administrative	25,830		12.1%	26,168		8.5%
Technology	Technology	5,293		1.7%	3,497		1.3%		Technology	6,012		2.8%	5,293		1.7%
Depreciation and amortization	Depreciation and amortization	2,079		0.7%	2,123		0.8%		Depreciation and amortization	2,039		1.0%	2,079		0.7%

Restructuring									Restructuring	1,210		0.6%	—		—%
Operating (loss) income									Operating (loss) income	$	(17,343)	(8.1)%	$	14,541	4.7%

Operating income		$	14,541	4.7%	$	14,228	5.2%

Revenues. Our revenues were $213,982 for the three months ended March 31, 2023 compared to $308,900 for the three months ended March 31, ~~2022 compared to $272,776 for the three months ended March 31, 2021.~~2022. The ~~increase~~decline of ~~$36,124 (13.2%~~$94,918 (30.7%) was primarily related to ~~an increase~~a decline of ~~$36,009~~$93,073 in our commission and other brokerage income ~~which increased as a result~~because of ~~increased~~lower revenues from existing home sales caused, in part, by ~~home-buying trends in our markets that began~~lower listing inventory and the volatility in the ~~fourth quarter of 2020~~financial markets as ~~markets began reopening from lockdowns associated with the COVID-19 pandemic and vaccinations became available.~~well as increases in mortgage rates.

Our revenues from commission and other brokerage income were $202,036 for the three months ended March 31, 2023 compared to $295,109 for the three months ended March 31, 2022, ~~compared to $259,100 for the three months ended March 31, 2021, an increase~~a decline of ~~$36,009 because of continuing home buying trends in our New York City, Florida and Colorado regions as well as our expansion into the Texas region.~~$93,073. In ~~2022,~~2023, our commission and other brokerage income generated from the sales of existing homes ~~increased~~declined by ~~$22,253~~$34,590 in New York City, ~~$10,806~~$26,370 in ~~the West region, which includes Texas~~our Florida market and ~~Colorado, $5,271 in the Southeast region and declined by $6,171~~$16,974 in the Northeast region, which excludes New York City, and $13,985 in ~~each case compared to~~ the ~~2021 period.~~West region. In addition, our revenues from Development Marketing ~~increased~~declined by ~~$3,850~~$1,154 in ~~2022~~2023 compared to ~~2021.~~2022.

Operating Expenses. Our operating expenses were $231,325 for the three months ended March 31, 2023 compared to $294,359 for the three months ended March 31, 2022, ~~compared~~a decline of $63,034, due primarily to ~~$258,548 for the three months ended March 31, 2021, an increase of $35,811, due to increases~~declines in real estate brokerage ~~commissions,~~commissions. This was offset by increases in sales and marketing, general and administrative ~~expenses associated with additional expenses from the Texas region, which we began consolidating in August 2021,~~ and ~~expenses associated with technology.~~technology expenses. The primary components of operating expenses are described below.

Real Estate Agent Commissions. As a result of ~~our growth~~declines in commissions and other brokerage income, our real estate agent commissions expense was $156,102 for the three months ended March 31, 2023 compared to $223,422 for the three months ended March 31, 2022, ~~compared to $197,017 for the three months ended March 31, 2021, an increase~~a decline of ~~$26,405 (13.4%~~$67,320 (30.1%). Real estate agent commissions expense, as a percentage of revenues, ~~were flat (72.3%~~increased to 73.0% for the three months ended March 31, ~~2022~~2023 compared to ~~72.2%~~72.3% for the three months ended March 31, ~~2021).~~2022.

Sales and Marketing. Sales and marketing expenses were $21,239 for the three months ended March 31, 2023 compared to $19,306 for the three months ended March 31, ~~2022 compared~~2022. The increase was primarily due to ~~$19,354 for~~additional promotional sponsorships and events in the ~~three months ended March 31, 2021.~~2023 period.

Operations and support. Operations and support expenses were $18,893 for the three months ended March 31, 2023 compared to $18,091 for the three months ended March 31, ~~2022 compared to $17,250 for the three months ended March 31, 2021. The increase related to our sales offices gradually reopening during 2021.~~2022.

General and administrative. General and administrative expenses were $25,830 for the three months ended March 31, 2023 compared to $26,168 for the three months ended March 31, ~~2022 compared to $19,307~~2022.

Technology. Technology expenses were $6,012 for the three months ended March 31, ~~2021. The increase in expenses was the result of the expansion into the Texas region, incremental expenses~~2023 compared to ~~support business growth, the gradual reopening of administrative offices during 2021 and non-cash stock compensation.~~

~~Technology.~~ ~~Technology expenses were~~ $5,293 for the three months ended March 31, ~~2022 compared~~2022. The increase in the 2023 period was related to ~~$3,497~~technology enhancements, incremental refinements and various implementations of cloud-based applications in brokerage and property management.

Operating (loss) income. Operating loss was $17,343 for the three months ended March 31, ~~2021. The increase related~~2023 compared to ~~refinements~~operating income of our cloud-based “MyDouglas” agent portal and our StudioPro agent concierge service in 2022, as well as the introduction two new packaged applications to automate our payment processing and streamlined escrow services in 2022.

~~Operating income. Operating income was~~ $14,541 for the three months ended March 31, ~~2022 compared to $14,228 for the three months ended March 31, 2021.~~2022. The ~~increase~~decline in operating income is primarily associated with the ~~net impact of increased commission and other brokerage~~decline in revenues, ~~offset by~~ expenses associated with non-cash stock compensation, business expansion, agent support, expansion into new markets and technology.

Corporate and Other.

Corporate and Other loss. The operating loss at the Corporate and Other segment was $6,465 for the three months ended March 31, 2023 compared to $6,662 for the three months ended March 31, ~~2022 due to expenses, including non-cash stock compensation, associated with Douglas Elliman operating as a standalone publicly traded company after the Distribution.~~2022.

Summary of PropTech Investments

As of March 31, ~~2022,~~2023, New Valley Ventures had investments (at a carrying value) of approximately ~~$7,396~~$14,705 in PropTech companies. This amounts to approximately 1%3% of the value of Douglas Elliman’s total assets, which totaled approximately ~~$588~~$517 million, as of March 31, ~~2022.~~2023. During the three months ended March 31, ~~2022~~2023 we made ~~the following~~a new PropTech ~~investments:~~

■investment, which was a non-controlling interest investment, in Infinite Creator, a ~~Envoy:~~video production application that allows users to capture professional-quality videos from a ~~shared mobility company that sets up fleets of electric vehicles that can be shared by residents of a condominium development, hotel, or shared space.~~

■~~Audience:~~ ~~a subscription-based platform built around proprietary robotic arms that generate hand-written notes on behalf of sales-oriented professionals.~~smartphone in minutes.

Liquidity and Capital Resources

Cash and cash equivalents declined by $39,778 and $15,429 ~~and increased by $13,375 for~~during the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. Restricted ~~Cash,~~cash, which is included in cash and cash equivalents, was $~~9,768,~~7,942, and $~~12,697~~9,768 as of March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

Cash used in operations was $31,575 and $6,780 for the three months ended March 31, 2023 and 2022, respectively. The decline in the 2023 period was related to lower operating income as a result of the decline in revenues and increased expenses in our brokerage segment, along with changes in working capital due to the timing of payments. In addition, cash was negatively impacted in each of the three months ended March 31, 2023 and 2022 ~~while cash provided from operations~~due to the payment of year-end incentive compensation, which is accrued in the previous year and paid in the first quarter of the succeeding year.

Cash used in investing activities was ~~$13,993~~$3,982 and $1,815 for the three months ended March 31, ~~2021. The decline in the~~2023 and 2022, period related to lower operating income associated with an increase in payments of discretionary compensation in 2022 compared to 2021, because of higher compensation accruals at December 31, 2021 compared to the previous year, and the inclusion of expenses associated with operating as a standalone public company in 2022.

~~Cash used in investing activities was $1,815 and $597 for~~respectively. For the three months ended March 31, ~~2022~~2023, cash used in investing activities was comprised of capital expenditures of $3,627 and ~~2021, respectively.~~the purchase of investments of $355 in our PropTech business. For the three months ended March 31, 2022, cash used in investing activities was comprised of the purchase of investments of $926 in the Company’s PropTech business, capital expenditures of $849 and investments of $100 in equity-method investments. This was offset by $60 of distributions from equity-method ~~investments. For~~investments in the ~~three months ended March 31, 2021, cash used in investing activities was comprised of capital expenditures of $597.~~2022 period.

Our investment philosophy is to maximize return on investments using a reasonable expectation for return when investing in equity-method investments and PropTech investments as well as making capital expenditures.

Cash used in financing activities was ~~$6,834~~$4,221 and ~~$21~~$6,834 for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023, cash used in financing activities was comprised of dividends and ~~2021, respectively.~~distributions on common stock of $4,221. For the three months ended March 31, 2022, cash used in financing activities was comprised of dividends and distributions on common stock of $4,062, repayment of debt of $3,129 and $18 of earn-out ~~payments, associated with acquisitions, of $18.~~payments. These

amounts were partially offset by contributions from a non-controlling interest associated with Douglas Elliman Texas of $375. ~~For the three months ended March 31, 2021, cash used in financing activities was comprised of earn-out payments of $21.~~

In March 2022, we paid a cash dividend of $0.05 per share. We contemplate continuing to pay a quarterly cash dividend of $0.05 per share, subject to approval of our Board of Directors, which would result in annual dividends of approximately $16,200. We had cash and cash equivalents of approximately ~~$203,669~~$123,662 as of March 31, ~~2022~~2023 and, in addition to any cash provided from operations, such cash is available to be used to fund such liquidity requirements as well as other anticipated liquidity needs in the normal course of business. Management currently anticipates that these amounts, as well as expected cash flows from our operations and proceeds from any financings to the extent available, should be sufficient to meet our liquidity needs over the next twelve months. We may acquire or seek to acquire additional operating businesses through a merger, purchase of assets, stock acquisition or other means, or to make or seek to make other investments, which may limit our liquidity otherwise available.

Off-Balance Sheet Arrangements

We have various agreements in which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which we customarily agree to hold the other party harmless against losses arising from a breach of representations related to such matters as title to assets sold and licensed or certain intellectual property rights. Payment by us under such indemnification clauses is generally conditioned on the other party making a claim that is subject to challenge by us and dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, payments made by us under these agreements have not been material. As of March 31, 2023, we were not aware of any indemnification agreements that would or are reasonably expected to have a current or future material adverse impact on our financial position, results of operations or cash flows.

As of March 31, 2023, we had outstanding approximately $3,000 of letters of credit, collateralized by certificates of deposit. The letters of credit have been issued as security deposits for leases of office space, to secure the performance of our subsidiaries under various insurance programs and to provide collateral for various subsidiary borrowing and capital lease arrangements.

As a service to its customers, Portfolio Escrow Inc., a subsidiary of the Company, administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250. The escrow funds on deposit at the subsidiary were $27,505 and $33,533 as of March 31, 2023 and December 31, 2022, respectively, and corresponding escrow funds in holding of the same amount. While these deposits are not assets of the Company (and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets), the subsidiary of the Company remains contingently liable for the disposition of these deposits.

Market Risk

We are exposed to market risks principally from fluctuations in interest rates and could be exposed to market risks from foreign currency exchange rates and equity prices in the future. We seek to minimize these risks through our regular operating and financing activities and our long-term investment strategy. Our market risk management procedures cover ~~all~~material market risks for our market risk sensitive financial instruments.

New Accounting Pronouncements

Refer to Note 1, Summary of Significant Accounting Policies, to our financial statements for further information on New Accounting Pronouncements.

Legislation and Regulation

There are no material changes from the Legislation and Regulation section set forth in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains “forward-looking statements” within the meaning of the federal securities law. Forward-looking statements include information relating to our intent, belief or current expectations, primarily with respect to, but not limited to, economic outlook, capital expenditures, cost reduction, cash flows, operating performance, growth expectations, competition, legislation and regulations, litigation, and related industry developments (including trends affecting our business, financial condition and results of operations).

We identify forward-looking statements in this report by using words or phrases such as ~~“anticipate”, “believe”, “continue”, "could", “estimate”,~~“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” ~~“intend”,~~“intend,” “may be,” ~~“objective”, “opportunistically”, “plan”, “potential”, “predict”, “project”, “prospects”, “seek” or~~“objective,” “opportunistically,” “plan,” “potential,” “predict,” “project,” “prospects,” “seek,” and “will be” and similar words or phrases or their negatives.

Forward-looking statements involve important risks and uncertainties that could cause our actual results, performance or achievements to differ materially from our anticipated results, performance or achievements expressed or implied by the

forward-looking statements. Factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, without limitation, the following:

•general economic and market conditions and any changes therein, including due to macroeconomic conditions, interest rate fluctuations, inflation, acts of war and terrorism or otherwise,

•governmental regulations and policies, including with respect to regulation of the real estate market or monetary and fiscal policy and its effect on overall economic activity, in particular, mortgage interest rates,

•the impacts of banks not honoring the escrow and trust deposits held by our subsidiaries,

•litigation risks,

•adverse changes in global, national, regional and local economic and market conditions, including those related to pandemics and health crises

•~~our ability~~ (and responses to ~~effectively manage the impacts of any government-mandated or encouraged suspension of our business operations,~~them),

•the impacts of the Inflation Reduction Act of 2022 and the Tax Cuts and Jobs Act of 2017, including the continued impact on the markets of our business,

•effects of industry competition,

•severe weather events or natural or man-made disasters, including the increasing ~~the~~ severity or frequency of such events due to climate change or otherwise, or other catastrophic events that may disrupt our business and have an unfavorable impact on home sale activity,

•the level of our expenses, including our corporate expenses as a ~~stand-alone publicly-traded~~standalone public company,

•the tax-free treatment of the Distribution,

•our lack of operating history as a public company and costs associated with being ~~an independent~~a standalone public company,

•~~potential dilution to holders of our common stock as a result of issuances of additional shares of common stock to fund our financial obligations and other financing activities,~~

•the failure of ~~us or~~ Vector Group to satisfy ~~our~~its respective obligations under the Transition Services Agreement or other agreements entered into in connection with the ~~Distribution;~~Distribution, and

•the additional factors described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the Securities and Exchange Commission as updated in this report.

Further information on the risks and uncertainties to our business ~~include~~includes the risk factors discussed above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the Securities and Exchange Commission.

Although we believe the expectations reflected in these forward-looking statements are based on reasonable assumptions, there is a risk that these expectations will not be attained and that any deviations will be material. The forward-looking statements speak only as of the date they are made.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information under the caption “M“~~anagement’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk” is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during the first quarter of ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2627

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to Note 8,7 to our condensed consolidated financial statements, incorporated herein by reference, ~~to our condensed combined consolidated financial statements included elsewhere in this report~~ which contains a general description of certain legal proceedings to which our company or its subsidiaries are a ~~party and certain related matters.~~party.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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

No equity securities of ours which were not registered under the Securities Act have been issued or sold by us during the three months ended March 31, ~~2022.~~2023.

No equity securities of ours which were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 were purchased by us during the three months ended March 31, 2023.

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Item 6. Exhibits:


*10.1			~~Amendment to Employment~~Letter Agreement, dated ~~as of March 18, 2022~~February 28, 2023, between Douglas Elliman Inc. and ~~Howard M. Lorber~~J. David Ballard (incorporated by reference to Exhibit ~~10.8 of~~10.1 in the Company’s Form ~~10-K~~10-K/A for the ~~fiscal~~ year ended December 31, ~~2021)~~2022).

31.1			Certification of Chief Executive Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer, Pursuant to Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certifications of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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* Incorporated by reference

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


		DOUGLAS ELLIMAN INC.
		(Registrant)

		By: /s/ J. Bryant Kirkland III
		J. Bryant Kirkland III
		Senior Vice President, Treasurer and
		Chief Financial Officer
Date:	May ~~11, 2022~~15, 2023

2930


	Douglas Elliman Inc. Former Parent’s Net Investment
				Additional Paid-In				Former Parent’s Net		Non- controlling
	Common Stock					Retained
	Shares	Amount		Capital		Earnings		Investment		Interest		Total
Balance as of January 1, 2021	—	$	—	$	—	$	—	$	163,590	$	—	$	163,590
Net income	—	—		—		—		13,965		—		13,965
Net transfers from Former Parent	—	—		—		—		5,969		—		5,969
Balance as of March 31, 2021	—	$	—	$	—	$	—	$	183,524	$	—	$	183,524


	January 1, 2021		Current Period Provision			Write-offs		Recoveries		March 31, 2021
Allowance for credit losses:

Real estate broker agent receivables	$	7,038	$	385	(1)	$	109	$	—	$	7,314


	March 31, 2022		December 31, 2021
Notes payable	$	9,375	$	12,500
Other	199		203
Total notes payable and other obligations	9,574		12,703
Less:
Current maturities	(9,405)		(12,527)
Amount due after one year	$	169	$	176


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable	$	9,375	$	9,375	$	12,500	$	12,500
Other	199		199		203		203
Notes payable and other obligations	$	9,574	$	9,574	$	12,703	$	12,703