Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity Registrant Name | DOUGLAS ELLIMAN INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 1-41054 | |
Entity Tax Identification Number | 87-2176850 | |
Entity Address, Address Line One | 4400 Biscayne Boulevard | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33137 | |
City Area Code | 305 | |
Local Phone Number | 579-8000 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | DOUG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 91,419,787 | |
Entity Central Index Key | 0001878897 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 91,451 | $ 119,808 |
Receivables | 19,828 | 21,809 |
Agent receivables, net | 17,003 | 11,721 |
Income taxes receivable, net | 0 | 5,292 |
Restricted cash and cash equivalents | 6,079 | 7,171 |
Other current assets | 20,440 | 15,474 |
Total current assets | 154,801 | 181,275 |
Property, plant and equipment, net | 39,752 | 39,718 |
Operating lease right-of-use assets | 104,572 | 108,172 |
Long-term investments (includes $4,158 and $3,983 at fair value) | 11,395 | 12,871 |
Contract assets, net | 36,511 | 36,040 |
Goodwill | 32,230 | 32,230 |
Other intangible assets, net | 72,797 | 72,964 |
Deferred income taxes, net | 0 | 977 |
Equity-method investments | 1,950 | 1,960 |
Other assets | 7,093 | 7,212 |
Total assets | 461,101 | 493,419 |
Current liabilities: | ||
Current portion of litigation settlement | 7,750 | 0 |
Current operating lease liability | 20,618 | 22,235 |
Income taxes payable, net | 164 | 0 |
Accounts payable | 5,438 | 6,136 |
Commissions payable | 17,935 | 24,561 |
Accrued salaries and benefits | 2,271 | 12,912 |
Contract liabilities | 14,081 | 11,234 |
Other current liabilities | 24,247 | 20,171 |
Total current liabilities | 92,504 | 97,249 |
Non-current operating lease liabilities | 108,196 | 110,705 |
Contract liabilities | 54,458 | 51,178 |
Litigation settlement | 10,000 | 0 |
Other liabilities | 119 | 133 |
Total liabilities | 265,277 | 259,265 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized | 0 | 0 |
Common stock, par value $0.01 per share, 250,000,000 shares authorized, 91,535,412 and 87,925,412 shares issued and outstanding | 915 | 879 |
Additional paid-in capital | 283,223 | 279,904 |
Accumulated deficit | (89,027) | (47,552) |
Total Douglas Elliman Inc. stockholders' equity | 195,111 | 233,231 |
Non-controlling interest | 713 | 923 |
Total stockholders' equity | 195,824 | 234,154 |
Total liabilities and stockholders' equity | $ 461,101 | $ 493,419 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Long-term investments, fair value | $ 4,158 | $ 3,983 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 91,535,412 | 87,925,412 |
Common stock, shares outstanding (in shares) | 91,535,412 | 87,925,412 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 200,239 | $ 213,982 |
Expenses: | ||
Sales and marketing | 21,298 | 21,239 |
General and administrative | 27,016 | 32,295 |
Depreciation and amortization | 1,981 | 2,039 |
Litigation settlement | 17,750 | 0 |
Restructuring | 0 | 1,210 |
Operating loss | (41,464) | (23,808) |
Other income (expenses): | ||
Interest income, net | 1,376 | 1,105 |
Equity in losses from equity-method investments | (11) | (73) |
Investment and other losses | (391) | (454) |
Loss before provision for income taxes | (40,490) | (23,230) |
Income tax expense (benefit) | 1,195 | (5,390) |
Net loss | (41,685) | (17,840) |
Net loss attributed to non-controlling interest | 210 | 216 |
Net loss attributed to Douglas Elliman Inc. | $ (41,475) | $ (17,624) |
Per basic common share: | ||
Net loss applicable to common shares attributed to Douglas Elliman Inc. (in dollars per share) | $ (0.50) | $ (0.22) |
Per diluted common share: | ||
Net loss applicable to common shares attributed to Douglas Elliman Inc. (in dollars per share) | $ (0.50) | $ (0.22) |
Commissions and other brokerage income | ||
Revenues: | ||
Total revenues | $ 188,265 | $ 202,036 |
Property management | ||
Revenues: | ||
Total revenues | 9,047 | 8,777 |
Other ancillary services | ||
Revenues: | ||
Total revenues | 2,927 | 3,169 |
Real estate agent commissions | ||
Expenses: | ||
Costs related to sales | 149,016 | 156,102 |
Operations and support | ||
Expenses: | ||
Costs related to sales | 18,799 | 18,893 |
Technology | ||
Expenses: | ||
Costs related to sales | $ 5,843 | $ 6,012 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Non-controlling Interest |
Beginning Balance (in shares) at Dec. 31, 2022 | 80,881,022 | ||||
Beginning Balance at Dec. 31, 2022 | $ 270,457 | $ 809 | $ 273,111 | $ (5,000) | $ 1,537 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (17,840) | (17,624) | (216) | ||
Dividends on common stock ($0.05 per share) | (4,221) | (4,221) | |||
Restricted stock grants (in shares) | 3,535,000 | ||||
Restricted stock grants | 0 | $ 35 | (35) | ||
Effect of stock dividend (in shares) | 4,220,801 | ||||
Effect of stock dividend | 0 | $ 42 | (42) | ||
Stock-based compensation | 2,823 | 2,823 | |||
Ending Balance (in shares) at Mar. 31, 2023 | 88,636,823 | ||||
Ending Balance at Mar. 31, 2023 | $ 251,219 | $ 886 | 271,636 | (22,624) | 1,321 |
Beginning Balance (in shares) at Dec. 31, 2023 | 87,925,412 | 87,925,412 | |||
Beginning Balance at Dec. 31, 2023 | $ 234,154 | $ 879 | 279,904 | (47,552) | 923 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (41,685) | (41,475) | (210) | ||
Restricted stock grants (in shares) | 3,610,000 | ||||
Restricted stock grants | 0 | $ 36 | (36) | ||
Stock-based compensation | $ 3,355 | 3,355 | |||
Ending Balance (in shares) at Mar. 31, 2024 | 91,535,412 | 91,535,412 | |||
Ending Balance at Mar. 31, 2024 | $ 195,824 | $ 915 | $ 283,223 | $ (89,027) | $ 713 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Distributions and dividends on common stock (in dollars per share) | $ 0.05 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (41,685) | $ (17,840) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,981 | 2,039 |
Non-cash stock-based compensation expense | 3,355 | 2,823 |
Loss on sale of assets | 70 | 0 |
Deferred income taxes | 977 | (5,390) |
Net losses on investment securities | 391 | 454 |
Equity in losses from equity-method investments | 11 | 73 |
Non-cash lease expense | 5,907 | 5,400 |
Provision for credit losses | 1,304 | 1,428 |
Changes in assets and liabilities: | ||
Receivables | (4,605) | (10,361) |
Income taxes receivables, net | 5,456 | (100) |
Accounts payable and accrued liabilities | (3,248) | 13,257 |
Operating right-of-use assets and operating lease liabilities, net | (6,433) | (5,568) |
Accrued salary and benefits | (10,641) | (14,857) |
Litigation settlement | 17,750 | 0 |
Other | 2,119 | (2,933) |
Net cash used in operating activities | (27,291) | (31,575) |
Cash flows from investing activities: | ||
Purchase of debt securities | 0 | (25) |
Proceeds from sale or liquidation of long-term investments | 8 | 0 |
Purchase of equity securities | 0 | (275) |
Purchase of long-term investments | (85) | (55) |
Capital expenditures | (2,081) | (3,627) |
Net cash used in investing activities | (2,158) | (3,982) |
Cash flows from financing activities: | ||
Dividends on common stock | 0 | (4,221) |
Net cash used in financing activities | 0 | (4,221) |
Net decrease in cash, cash equivalents and restricted cash | (29,449) | (39,778) |
Cash, cash equivalents and restricted cash, beginning of period | 129,517 | 171,382 |
Cash, cash equivalents and restricted cash, end of period | $ 100,068 | $ 131,604 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation : Douglas Elliman Inc. (“Douglas Elliman” or the “Company”) i s 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 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 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. The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) are to the FASB Accounting Standards Codification, also referred to as the “Codification” or “ASC.” These condensed consolidated financial statements should be read in conjunction with the combined consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year. In presenting the condensed consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. (b) Principles of Consolidation : The condensed consolidated financial statements include the assets, liabilities, revenues, expenses and cash flows of DER Holdings LLC and New Valley Ventures as well as all other entities in which Douglas Elliman has a controlling financial interest. All intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. When evaluating an entity for consolidation, Douglas Elliman first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIE”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Douglas Elliman determines whether it would be considered the entity’s primary beneficiary. Douglas Elliman consolidates those VIEs for which it has determined that it is the primary beneficiary. 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. (c) Estimates and Assumptions : The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant estimates subject to material changes in the near term include impairment charges and valuation of intangible assets. Actual results could differ from those estimates. (d) Loss Per Share (“EPS”) : The Company has restricted stock awards which will provide dividends at the same rate as paid on the common stock with respect to the shares underlying the restricted stock awards. These outstanding restricted stock awards represent participating securities under authoritative guidance. The participating securities holders do not participate in the Company’s net losses. There were no outstanding non-participating securities during the three months ended March 31, 2024 and 2023, respectively. The Company paid a cash dividend during each of the quarters beginning with the quarter ended March 31, 2022 through March 31, 2023. Information concerning the Company’s common stock has been adjusted to give retroactive effect to the 5% stock dividend distributed to Company stockholders on June 30, 2023. All per-share amounts and references to share amounts have been updated to reflect the retrospective effect of the stock dividend. Three Months Ended March 31, 2024 2023 Net loss attributed to Douglas Elliman Inc. $ (41,475) $ (17,624) Income attributable to participating securities — (307) Net loss available to common stockholders attributed to Douglas Elliman Inc. $ (41,475) $ (17,931) Basic EPS is computed by dividing net loss available to common stockholders attributed to Douglas Elliman Inc. by the weighted-average number of shares outstanding, which will include vested restricted stock. Basic and diluted EPS were calculated using the following shares of common stock for the periods presented below: Three Months Ended March 31, 2024 2023 Weighted-average shares for basic EPS 83,334,101 82,193,761 Incremental shares related to non-vested restricted stock — — Weighted-average shares for diluted EPS 83,334,101 82,193,761 (e) Reconciliation of Cash, Cash Equivalents and Restricted Cash : Restricted cash amounts included in current assets and other assets represent cash and cash equivalents required to be deposited into escrow for amounts required for letters of credit related to office leases, and certain deposit requirements for banking arrangements. The restrictions related to the letters of credit will remain in place for the duration of the respective lease. The restrictions related to the banking arrangements will remain in place for the duration of the arrangement. The components of “Cash, cash equivalents and restricted cash” in the condensed consolidated statements of cash flows were as follows: March 31, December 31, Cash and cash equivalents $ 91,451 $ 119,808 Restricted cash and cash equivalents included in current assets 6,079 7,171 Restricted cash and cash equivalents included in other assets 2,538 2,538 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 100,068 $ 129,517 (f) Goodwill and Other Intangible Assets: Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment on an annual basis, as of October 1, or whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. The Company follows ASC 350, Intangibles – Goodwill and Other , and subsequent updates including ASU 2011-08, Testing Goodwill for Impairment and ASU 2017-14, Simplifying the Test for Goodwill Impairment . The amendments permit entities to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value or chooses to bypass the optional qualitative assessment, the Company then assesses recoverability by comparing the fair value of the reporting unit to its carrying amount; otherwise, no further impairment test would be required. The fair value of the intangible asset associated with the Douglas Elliman trademark is determined using a “relief from royalty payments” method. This approach involves two steps: (i) estimating reasonable royalty rates for its trademark associated with the Douglas Elliman trademark and (ii) applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of the trademark. In the quarterly period ended December 31, 2023, the Company utilized third-party valuation specialists to prepare a quantitative assessment of goodwill and trademark intangible assets related to Douglas Elliman, based on the current market conditions in the residential real estate brokerage industry. The quantitative assessments did not result in impairment charges to goodwill or to the trademark intangible assets as of December 31, 2023. The Company performed a qualitative assessment for the three months ended March 31, 2024, which did not result in impairment charges related to its goodwill or trademark. If the Company fails to achieve the financial projections used in the quantitative assessments of fair value and current market conditions continue to deteriorate, additional impairment charges could result in future periods, and such impairment charges could be material. (g) Related Party Transactions : Agreements with Vector Group Ltd. (“Vector Group”) The Company paid Vector Group $1,050 and $1,050 under the Transition Services Agreement during the three months ended March 31, 2024 and 2023, respectively, and $595 and $562 under the Aircraft Lease Agreements during the three months ended March 31, 2024 and 2023, respectively. Real estate commissions. Real estate commissions include commissions of approximately $1,224 and $842 for the three months ended March 31, 2024 and 2023, respectively, from projects where the Company has been engaged by certain developers as the sole broker or the co-broker for real estate development projects that Vector Group owns an interest in through its real estate venture investments. (h) Investment and Other Losses : Investment and other losses consists of the following: Three Months Ended March 31, 2024 2023 Net losses recognized on PropTech convertible trading debt securities $ — $ (352) Net unrealized gains (losses) recognized on long-term investments at fair value 89 (102) Net losses recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient. (480) — Investment and other losses $ (391) $ (454) (i) 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. The amount expensed for the three months ended March 31, 2023 was $1,210 and was included in Restructuring expense in the Company’s condensed consolidated statements of operations. The following table presents the changes in the employee severance and benefits liability under the Real Estate Brokerage segment restructuring plan for the three months ended March 31, 2024: Employee Severance and Benefits Severance liability balance at January 1, 2024 $ 767 Severance expense — Severance payments (659) Severance liability at March 31, 2024 $ 108 (j) Other Comprehensive Income : The Company does not have any activity that results in Other Comprehensive Income; therefore, no statement of Comprehensive Income is included in the condensed consolidated financial statements. (k) Subsequent Events : The Company has evaluated subsequent events through May 10, 2024, the date the financial statements were issued. See Note 7. “Contingencies” for additional information. (l) New Accounting Pronouncements : ASUs to be adopted in future periods : In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The ASU requires that all public entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance on its combined consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The ASU requires that all public entities improve the reportable segment disclosure primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance on its combined consolidated financial statements. SEC Rule Changes : On March 6, 2024, the SEC passed rule changes that will require registrants to provide certain climate-related information in their registration statements and annual reports. The rules 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 will also include disclosure of a registrant's greenhouse gas emissions. In addition, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements. On April 4, 2024, the SEC voluntarily stayed the rules pending the resolution of certain legal challenges. The Company is currently evaluating the impact of the rule changes. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Disaggregation of Revenue In the following tables, revenue is disaggregated by major services line and primary geographical market: Three Months Ended March 31, 2024 New York City Northeast Southeast West Total Revenues : Commission and other brokerage income - existing home sales $ 49,240 $ 34,586 $ 57,630 $ 40,253 $ 181,709 Commission and other brokerage income - development marketing 4,719 65 1,325 447 6,556 Property management revenue 8,846 201 — — 9,047 Escrow and title fees 211 149 — 2,567 2,927 Total revenue $ 63,016 $ 35,001 $ 58,955 $ 43,267 $ 200,239 Three Months Ended March 31, 2023 New York City Northeast Southeast West Total Revenues : 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 7,763 619 10,060 338 18,780 Property management revenue 8,580 197 — — 8,777 Escrow and title fees 399 210 — 2,560 3,169 Total revenue $ 74,540 $ 34,131 $ 64,514 $ 40,797 $ 213,982 Contract Balances The following table provides information about contract assets and contract liabilities from development marketing and commercial leasing contracts with customers: March 31, December 31, 2023 Receivables, which are included in receivables $ 1,962 $ 1,846 Contract assets, net, which are included in other current assets 8,447 6,030 Contract assets, net, which are in other assets 36,511 36,040 Payables, which are included in commissions payable 1,442 1,357 Contract liabilities, which are in current liabilities 14,081 11,234 Contract liabilities, which are in other liabilities 54,458 51,178 The Company recognized revenue of $1,163 ($825 of consulting, administration and net commissions) for the three months ended March 31, 2024, that were included in the contract liabilities balances at December 31, 2023. The Company recognized revenue of $3,794 ($1,614 of consulting, administration and net commissions) for the three months ended March 31, 2023, that were included in the contract liabilities balances at December 31, 2022. |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
CURRENT EXPECTED CREDIT LOSSES | 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 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 $5,823 and $5,575 at March 31, 2024 and December 31, 2023, respectively. The following table summarizes changes in the allowance for credit losses for the three months ended March 31, 2024: January 1, Current Period Provision Write-offs Recoveries March 31, Allowance for credit losses: Real estate broker agent receivables $ 5,575 $ 1,304 (1) $ 1,056 $ — $ 5,823 _____________________________ (1) The current period provision for the real estate broker agent receivables is included in “General and administrative expenses” in the 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, 2023: January 1, Current Period Provision Write-offs Recoveries March 31, 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 Company’s condensed consolidated statements of operations. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES The Company has operating leases for corporate and sales offices and equipment. The components of lease expense, which were included in Sales and marketing expense on the condensed consolidated statements of operations, were as follows: Three Months Ended March 31, 2024 2023 Operating lease cost $ 8,578 $ 8,325 Short-term lease cost 256 278 Variable lease cost 989 1,078 Less: Sublease income (56) (153) Total lease cost $ 9,767 $ 9,528 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 9,096 $ 8,524 Right-of-use assets obtained in exchange for lease obligations: Operating leases 2,998 732 Supplemental balance sheet information related to leases was as follows: March 31, December 31, 2024 2023 Weighted average remaining lease term: Operating leases 6.30 6.38 Weighted average discount rate: Operating leases 8.61 % 8.63 % As of March 31, 2024, maturities of lease liabilities were as follows: Operating Leases Period Ending December 31: Remainder of 2024 $ 23,914 2025 28,693 2026 26,155 2027 23,215 2028 20,276 2029 16,214 Thereafter 31,048 Total lease payments 169,515 Less imputed interest (40,701) Total $ 128,814 |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
LONG-TERM INVESTMENTS | LONG-TERM INVESTMENTS Long-term investments consisted of the following: March 31, December 31, 2023 PropTech convertible trading debt securities $ 1,162 $ 1,162 Long-term investment securities at fair value (1) 2,996 2,821 PropTech investments at cost 8,399 8,888 PropTech investments under equity method 555 570 Total investments 13,112 13,441 Less PropTech current convertible trading debt securities (2) 1,162 — Less PropTech investments accounted for under the equity method (3) 555 570 Total long-term investments $ 11,395 $ 12,871 _____________________________ (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 consolidated balance sheets. (3) These amounts are included in “Equity-method investments” on the condensed consolidated balance sheets. Net realized and unrealized losses recognized on long-term investment securities were as follows: Three Months Ended March 31, 2024 2023 Net realized losses recognized on PropTech convertible trading debt securities $ — $ (352) Net unrealized gains (losses) recognized on long-term investments at fair value 89 (102) Net losses recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient (480) — Net realized and unrealized losses recognized on long-term investment securities $ (391) $ (454) (a) PropTech Convertible Trading Debt Securities: These securities are classified as trading debt securities and are accounted for at fair value. The remaining convertible note matures in February 2025. (b) Long-Term Investment Securities at Fair Value: The following is a summary of unrealized gains (losses) recognized in net loss on long-term investment securities at fair value during the three months ended March 31, 2024 and 2023, respectively: Three Months Ended March 31, 2024 2023 Net unrealized gains (losses) recognized on long-term investment at fair value $ 89 $ (102) The Company has unfunded commitments of $810 related to long-term investment securities at fair value as of March 31, 2024. (c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS Equity method investments consisted of the following: March 31, 2024 December 31, 2023 Ancillary services ventures $ 1,950 $ 1,960 At March 31, 2024, the Company’s ownership percentages in these investments ranged from 5.9% to 50.0%; therefore, the Company accounts for these investments under the 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 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 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 $1,950 as of March 31, 2024. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES The Company is involved in litigation through the normal course of its business. The majority of claims are covered by the Company’s insurance policies in excess of any applicable retention. Other claims may not be covered by the Company’s insurance policies. The Company believes that the resolution of ordinary course matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company. On October 31, 2023, individual plaintiffs filed an action on behalf of a putative national class of home sellers from October 2019 through the present in the Western District of Missouri against the National Association of Realtors (“NAR”) and certain real estate brokerage firms, including the Company, alleging anticompetitive behavior in violation of federal antitrust laws arising from the NAR’s requirement that sellers’ agents for Multiple Listing Service (“MLS”) listed properties offer to pay a portion of commissions received on the sale of such properties to buyers’ agents (the Gibson case). On November 2, 2023, additional individual plaintiffs filed an action on behalf of a putative national class of home buyers from December 1996 through the present in the Northern District of Illinois against certain real estate brokerage firms, including the Company, alleging anticompetitive behavior, similar to the Gibson case, in violation of federal antitrust laws, state antitrust and consumer protection laws, as well as asserting an unjust enrichment claim (the Batton case). On November 8, 2023, additional individual plaintiffs filed an action on behalf of a putative class of home sellers in Manhattan from November 2019 through the present in the Southern District of New York against certain real estate brokerage firms, including the Company, alleging anticompetitive behavior, similar to the Gibson case, in violation of federal antitrust and state antitrust laws, as well as asserting an unjust enrichment claim (the March case). On December 27, 2023, individual plaintiffs filed an action on behalf of a putative national class of home sellers (with certain markets excluded) from December 2019 through present in the Western District of Missouri against certain real estate brokerage firms, including the Company and Douglas Elliman Realty, LLC, alleging anticompetitive behavior, similar to the Gibson case, in violation of federal antitrust laws (the Umpa case). On April 23, 2024, the District Court in the Western District of Missouri consolidated the Umpa case into the Gibson case. On December 29, 2023, individual plaintiffs filed an action on behalf of a putative class of home sellers in certain parts of Brooklyn from January 2020 through present in the Eastern District of New York against certain real estate brokerage firms, including the Company, alleging anticompetitive behavior, similar to the March case, in violation of federal antitrust and state antitrust laws. On January 18, 2024, the case was voluntarily dismissed and refiled in the Southern District of New York (the Friedman case). On January 15, 2024, an individual plaintiff filed an action on behalf of a putative class of home sellers in Nevada from January 2020 through the present in the District of Nevada against certain real estate trade associations and MLSs, alleging anticompetitive behavior, similar to the Gibson case, in violation of federal antitrust and state unfair trade practices laws (the Whaley case). On January 25, 2024, the plaintiff filed an amended complaint that added one of the Company’s brokerage subsidiaries, among other real estate brokerage firms, as a defendant in the action. On February 16, 2024, individual plaintiffs filed an action on behalf of a putative class of home sellers in Nevada from February 2020 through the present in the District of Nevada against certain real estate brokerage firms, including the Company and Douglas Elliman Realty, LLC, alleging anticompetitive behavior, similar to the Gibson case, in violation of federal antitrust and state unfair trade practices laws (the Boykin case). On March 20, 2024, the District Court in the District of Nevada administratively closed the Boykin case and consolidated it into the Whaley case. Multidistrict Litigation . On December 27, 2023, the Gibson and Umpa plaintiffs moved to transfer and centralize nine actions, including the Gibson , Umpa , and March cases in the Western District of Missouri. In response, NAR moved to consolidate all real estate commission antitrust cases, including all of the cases that the Gibson and Umpa plaintiffs sought to consolidate, as well as Batton , Friedman , and Boykin , and several other actions in which the Company is not named as a defendant, in the Northern District of Illinois. Many of the real estate brokerage firms named as defendants, including the Company, opposed plaintiffs’ motion to transfer and centralize the antitrust actions, and nearly all, if not all, objected to centralization before Judge Bough in the Western District of Missouri. The Judicial Panel on Multidistrict Litigation denied the motion on March 28, 2024, with leave to refile at later date. On April 26, 2024, the Company entered into a settlement agreement (the “Settlement Agreement”) to resolve, on a nationwide basis, the Gibson and Umpa cases (the “Lawsuits”). On April 30, 2024, the Court in the now-consolidated Gibson case (which includes the Umpa case) preliminarily approved the settlement, preliminarily certified the proposed settlement class, and ordered that the final approval hearing for the settlement would take place no later than November 26, 2024. The settlement resolves all claims on a nationwide basis by the plaintiffs and proposed settlement class members in the Lawsuits, which includes, but is not limited to, all claims concerning brokerage commissions by the proposed settlement class members that were asserted in other lawsuits against the Company and its subsidiaries (collectively, the “Claims”), and releases the Company, its subsidiaries, and affiliated agents from all Claims. The settlement is not an admission of liability, nor does the Company concede or validate any of the claims asserted against it. Under the Settlement Agreement, the Company agreed to pay, into an escrow fund, $7,750 within 30 business days of preliminary approval of the settlement by the court (which preliminary approval was granted on April 30, 2024), as well as two $5,000 contingent payments subject to certain financial contingencies through December 31, 2027 (collectively, the “Settlement Amount”). The contingent payments may be accelerated under certain circumstances. The Company recognized an expens e of $17,750 in the three months ended March 31, 2024. In addition, the Company agreed to make certain changes to its business practices and emphasize certain practices that have been a part of Douglas Elliman’s longstanding policies and practices, including: reminding its brokerages and agents that the Company has no rule requiring agents to make or accept offers of compensation; requiring its brokerages and agents to clearly disclose to clients that commissions are not set by law and are fully negotiable; prohibiting its brokerages and buyer agents from claiming buyer agent services are free; requiring its brokerages and agents to disclose to the buyer the listing broker’s offer of compensation for prospective buyers’ agents as soon as possible; prohibiting its brokerages and agents from using any technology (or manual methods) to sort listings by offers of compensation, unless requested by the client; reminding its brokerages and agents of their obligation to show properties regardless of compensation for buyers’ agents for properties that meet the buyer’s priorities; and developing training materials for its brokerages and agents that support all the practice changes outlined in the injunctive relief. The Settlement Agreement remains subject to final court approval and will, if approved, become effective thereafter. Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending cases or that more cases, including antitrust lawsuits, could be commenced. With the commencement of any new case, the defense costs and the risks relating to the unpredictability of litigation increase. Management reviews on a quarterly basis with counsel all pending litigation and evaluates the probability of a loss being incurred and whether an estimate can be made of the possible loss or range of loss that could result from an unfavorable outcome. An unfavorable outcome or settlement of pending litigation could encourage the commencement of additional litigation. The Company is unable to reasonably estimate the financial impact of these litigations. The Company’s consolidated financial position, results of operations or cash flows could be materially adversely affected from an unfavorable outcome in, or settlement of, any of these matters. Accounting Policy . The Company and its subsidiaries record provisions in their consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, other than with respect to the Lawsuits: (i) management has concluded that it is not probable that a loss has been incurred in any of pending cases; or (ii) management is unable to reasonably estimate the possible loss or range of loss that could result from an unfavorable outcome of any pending cases and, therefore, management has not provided any amounts in the condensed consolidated financial statements for unfavorable outcomes, if any. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES ASC 740, Income Taxes , requires the Company to establish a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized. If such determination is made and future losses are incurred over the period in which the net deferred tax assets are deductible, the Company believes it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result will be required to maintain a valuation allowance for the full amount of the deferred tax assets. During the three months ending March 31, 2024, the Company analyzed the likelihood of utilizing its deferred tax assets and determined it will be more likely than not that the benefits of these deductible differences will not be realized, and as a result established a valuation allowance for the full amount of the deferred tax assets. The Company’s income tax expense (benefit) and valuation allowance consisted of the following: Three Months Ended March 31, 2024 2023 Loss before provision for income taxes $ (40,490) $ (23,230) Income tax expense (benefit) 218 (5,390) Change in prior year valuation allowance 977 — Income tax expense (benefit) $ 1,195 $ (5,390) |
INVESTMENTS AND FAIR VALUE MEAS
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
INVESTMENTS AND FAIR VALUE MEASUREMENTS | 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, 2024 Description Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Gains (Losses) Assets: Money market funds (1) $ 30,778 $ 30,778 $ — $ — U.S. treasury bills (2) 51,856 51,856 — — Certificates of deposit (3) 507 — 507 — PropTech convertible trading debt securities 1,162 — — 1,162 Long-term investments Long-term investment securities at fair value (4) 2,996 — — — Total assets $ 87,299 $ 82,634 $ 507 $ 1,162 Nonrecurring fair value measurements Long-term investments (5) $ — $ — $ (489) $ — $ — $ (489) _____________________________ (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets, except for $6,079 that is included in current restricted cash and cash equivalents and $2,538 that is included in non-current restricted assets within Other assets. (2) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets. (3) Amounts included in Other assets on the condensed consolidated balance sheets. (4) 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. (5) Long-term investments with a carrying amount of $489 were written down to their fair value of $0, resulting in an impairment charge of $489, which was included in earnings. Fair Value Measurements as of December 31, 2023 Description Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Money market funds (1) $ 59,595 $ 59,595 $ — $ — U.S. treasury bills (2) 51,200 51,200 — — Certificates of deposit (3) 507 — 507 — Long-term investments PropTech convertible trading debt securities 1,162 — — 1,162 Long-term investment securities at fair value (4) 2,821 — — — Total long-term investments 3,983 — — 1,162 Total assets $ 115,285 $ 110,795 $ 507 $ 1,162 _____________________________ (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets, except for $7,171 that is included in current restricted assets and $2,538 that is included in non-current restricted assets within Other assets. (2) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets. (3) Amounts included in Other assets on the condensed consolidated balance sheets. (4) 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. 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 as of March 31, 2024: Quantitative Information about Level 3 Fair Value Measurements Fair Value at March 31, Valuation Unobservable Range PropTech convertible trading debt securities $ 1,162 Discounted cash flow Interest rate 5% Maturity Feb 2025 Volatility 40.25% Discount rate 30.37% The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows as of December 31, 2023: Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, Valuation Technique Unobservable Range PropTech convertible trading debt securities $ 1,162 Discounted cash flow Interest rate 5% Maturity Feb 2025 Volatility 40.25% Discount rate 30.37% 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 because of impairment charges. The Company had no nonrecurring nonfinancial assets subject to fair value measurements as of March 31, 2024 and December 31, 2023, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 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, 2024 and 2023 were as follows: Real Estate Brokerage Corporate and Other Total Three months ended March 31, 2024 Revenues $ 200,239 $ — $ 200,239 Operating loss (35,286) (1) (6,178) (41,464) Adjusted EBITDA attributed to Douglas Elliman (2) (14,198) (4,048) (18,246) Depreciation and amortization 1,981 — 1,981 Capital expenditures 2,081 — 2,081 Three months ended March 31, 2023 Revenues $ 213,982 $ — $ 213,982 Operating loss (17,343) (3) (6,465) (23,808) Adjusted EBITDA attributed to Douglas Elliman (2) (12,984) (4,661) (17,645) Depreciation and amortization 2,039 — 2,039 Capital expenditures 3,627 — 3,627 _____________________________ (1) Operating loss includes $17,750 of litigation settlement. (2) The following table reconciles operating income to Adjusted EBITDA attributed to Douglas Elliman for the three months ended March 31, 2024 and 2023. (3) Operating loss includes $1,210 of restructuring expense. Three Months Ended March 31, 2024 2023 Real estate brokerage segment Operating loss $ (35,286) $ (17,343) Depreciation and amortization 1,981 2,039 Stock-based compensation 1,225 1,019 Litigation settlement 17,750 — Restructuring — 1,210 Adjusted EBITDA (14,330) (13,075) Adjusted EBITDA attributed to non-controlling interest 132 91 Adjusted EBITDA attributed to Douglas Elliman $ (14,198) $ (12,984) Corporate and other segment Operating loss $ (6,178) $ (6,465) Stock-based compensation 2,130 1,804 Adjusted EBITDA attributed to Douglas Elliman $ (4,048) $ (4,661) |
ESCROW FUNDS IN HOLDING
ESCROW FUNDS IN HOLDING | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
ESCROW FUNDS IN HOLDING | 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 $35,863 and $41,338 as of March 31, 2024 and December 31, 2023, respectively, and corresponding escrow funds in holding of the same amount. While these deposits are not assets of the Company (and, therefore, are excluded from the accompanying condensed consolidated balance sheets), the subsidiary of the Company remains contingently liable for the disposition of these deposits. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss attributed to Douglas Elliman Inc. | $ (41,475) | $ (17,624) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation : Douglas Elliman Inc. (“Douglas Elliman” or the “Company”) i s 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 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 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. The unaudited, interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and, in management’s opinion, contain all adjustments, consisting only of normal recurring items, necessary for a fair statement of the results for the periods presented. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. References to U.S. GAAP issued by the Financial Accounting Standards Board (“FASB”) are to the FASB Accounting Standards Codification, also referred to as the “Codification” or “ASC.” These condensed consolidated financial statements should be read in conjunction with the combined consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”). The condensed consolidated results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the entire year. In presenting the condensed consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. (b) Principles of Consolidation : The condensed consolidated financial statements include the assets, liabilities, revenues, expenses and cash flows of DER Holdings LLC and New Valley Ventures as well as all other entities in which Douglas Elliman has a controlling financial interest. All intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. When evaluating an entity for consolidation, Douglas Elliman first determines whether an entity is within the scope of the guidance for consolidation of variable interest entities (“VIE”) and if it is deemed to be a VIE. If the entity is considered to be a VIE, Douglas Elliman determines whether it would be considered the entity’s primary beneficiary. Douglas Elliman consolidates those VIEs for which it has determined that it is the primary beneficiary. 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. |
Estimates and Assumptions | Estimates and Assumptions : The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Significant estimates subject to material changes in the near term include impairment charges and valuation of intangible assets. Actual results could differ from those estimates. |
Loss Per Share (“EPS”) | Loss Per Share (“EPS”) : The |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | Reconciliation of Cash, Cash Equivalents and Restricted Cash : |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets: Goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment on an annual basis, as of October 1, or whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. The Company follows ASC 350, Intangibles – Goodwill and Other , and subsequent updates including ASU 2011-08, Testing Goodwill for Impairment and ASU 2017-14, Simplifying the Test for Goodwill Impairment . The amendments permit entities to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying value or chooses to bypass the optional qualitative assessment, the Company then assesses recoverability by comparing the fair value of the reporting unit to its carrying amount; otherwise, no further impairment test would be required. The fair value of the intangible asset associated with the Douglas Elliman trademark is determined using a “relief from royalty payments” method. This approach involves two steps: (i) estimating reasonable royalty rates for its trademark associated with the Douglas Elliman trademark and (ii) applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of the trademark. In the quarterly period ended December 31, 2023, the Company utilized third-party valuation specialists to prepare a quantitative assessment of goodwill and trademark intangible assets related to Douglas Elliman, based on the current market conditions in the residential real estate brokerage industry. The quantitative assessments did not result in impairment charges to goodwill or to the trademark intangible assets as of December 31, 2023. The Company performed a qualitative assessment for the three months ended March 31, 2024, which did not result in impairment charges related to its goodwill or trademark. If the Company fails to achieve the financial projections used in the quantitative assessments of fair value and current market conditions continue to deteriorate, additional impairment charges could result in future periods, and such impairment charges could be material. |
Restructuring | Restructuring : |
Other Comprehensive Income | Other Comprehensive Income : The Company does not have any activity that results in Other Comprehensive Income; therefore, no statement of Comprehensive Income is included in the condensed consolidated financial statements. |
Subsequent Events | Subsequent Events : The Company has evaluated subsequent events through May 10, 2024, the date the financial statements were issued. See Note 7. “Contingencies” for additional information. |
New Accounting Pronouncements | New Accounting Pronouncements : ASUs to be adopted in future periods : In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The ASU requires that all public entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance on its combined consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The ASU requires that all public entities improve the reportable segment disclosure primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of the new guidance on its combined consolidated financial statements. SEC Rule Changes : On March 6, 2024, the SEC passed rule changes that will require registrants to provide certain climate-related information in their registration statements and annual reports. The rules 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 will also include disclosure of a registrant's greenhouse gas emissions. In addition, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements. On April 4, 2024, the SEC voluntarily stayed the rules pending the resolution of certain legal challenges. The Company is currently evaluating the impact of the rule changes. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Net Income for Purposes of Determining Basic and Diluted EPS | Three Months Ended March 31, 2024 2023 Net loss attributed to Douglas Elliman Inc. $ (41,475) $ (17,624) Income attributable to participating securities — (307) Net loss available to common stockholders attributed to Douglas Elliman Inc. $ (41,475) $ (17,931) |
Schedule of Basic and Diluted EPS Calculation Shares | Basic and diluted EPS were calculated using the following shares of common stock for the periods presented below: Three Months Ended March 31, 2024 2023 Weighted-average shares for basic EPS 83,334,101 82,193,761 Incremental shares related to non-vested restricted stock — — Weighted-average shares for diluted EPS 83,334,101 82,193,761 |
Schedule of Components of Cash, Cash Equivalents and Restricted Cash | The components of “Cash, cash equivalents and restricted cash” in the condensed consolidated statements of cash flows were as follows: March 31, December 31, Cash and cash equivalents $ 91,451 $ 119,808 Restricted cash and cash equivalents included in current assets 6,079 7,171 Restricted cash and cash equivalents included in other assets 2,538 2,538 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 100,068 $ 129,517 |
Schedule of Investments and Other Losses | Investment and other losses consists of the following: Three Months Ended March 31, 2024 2023 Net losses recognized on PropTech convertible trading debt securities $ — $ (352) Net unrealized gains (losses) recognized on long-term investments at fair value 89 (102) Net losses recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient. (480) — Investment and other losses $ (391) $ (454) |
Schedule of Restructuring and Related Costs | The following table presents the changes in the employee severance and benefits liability under the Real Estate Brokerage segment restructuring plan for the three months ended March 31, 2024: Employee Severance and Benefits Severance liability balance at January 1, 2024 $ 767 Severance expense — Severance payments (659) Severance liability at March 31, 2024 $ 108 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | In the following tables, revenue is disaggregated by major services line and primary geographical market: Three Months Ended March 31, 2024 New York City Northeast Southeast West Total Revenues : Commission and other brokerage income - existing home sales $ 49,240 $ 34,586 $ 57,630 $ 40,253 $ 181,709 Commission and other brokerage income - development marketing 4,719 65 1,325 447 6,556 Property management revenue 8,846 201 — — 9,047 Escrow and title fees 211 149 — 2,567 2,927 Total revenue $ 63,016 $ 35,001 $ 58,955 $ 43,267 $ 200,239 Three Months Ended March 31, 2023 New York City Northeast Southeast West Total Revenues : 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 7,763 619 10,060 338 18,780 Property management revenue 8,580 197 — — 8,777 Escrow and title fees 399 210 — 2,560 3,169 Total revenue $ 74,540 $ 34,131 $ 64,514 $ 40,797 $ 213,982 |
Schedule of Contract Balances | The following table provides information about contract assets and contract liabilities from development marketing and commercial leasing contracts with customers: March 31, December 31, 2023 Receivables, which are included in receivables $ 1,962 $ 1,846 Contract assets, net, which are included in other current assets 8,447 6,030 Contract assets, net, which are in other assets 36,511 36,040 Payables, which are included in commissions payable 1,442 1,357 Contract liabilities, which are in current liabilities 14,081 11,234 Contract liabilities, which are in other liabilities 54,458 51,178 |
CURRENT EXPECTED CREDIT LOSSES
CURRENT EXPECTED CREDIT LOSSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
Schedule of Rollforward of Allowance for Credit Losses | The following table summarizes changes in the allowance for credit losses for the three months ended March 31, 2024: January 1, Current Period Provision Write-offs Recoveries March 31, Allowance for credit losses: Real estate broker agent receivables $ 5,575 $ 1,304 (1) $ 1,056 $ — $ 5,823 _____________________________ (1) The current period provision for the real estate broker agent receivables is included in “General and administrative expenses” in the 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, 2023: January 1, Current Period Provision Write-offs Recoveries March 31, 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 Company’s condensed consolidated statements of operations. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Expense and Supplemental Cash Flow Information | The components of lease expense, which were included in Sales and marketing expense on the condensed consolidated statements of operations, were as follows: Three Months Ended March 31, 2024 2023 Operating lease cost $ 8,578 $ 8,325 Short-term lease cost 256 278 Variable lease cost 989 1,078 Less: Sublease income (56) (153) Total lease cost $ 9,767 $ 9,528 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 9,096 $ 8,524 Right-of-use assets obtained in exchange for lease obligations: Operating leases 2,998 732 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: March 31, December 31, 2024 2023 Weighted average remaining lease term: Operating leases 6.30 6.38 Weighted average discount rate: Operating leases 8.61 % 8.63 % |
Schedule of Maturities of Operating Lease Liabilities | As of March 31, 2024, maturities of lease liabilities were as follows: Operating Leases Period Ending December 31: Remainder of 2024 $ 23,914 2025 28,693 2026 26,155 2027 23,215 2028 20,276 2029 16,214 Thereafter 31,048 Total lease payments 169,515 Less imputed interest (40,701) Total $ 128,814 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Long-term Investment Securities | Long-term investments consisted of the following: March 31, December 31, 2023 PropTech convertible trading debt securities $ 1,162 $ 1,162 Long-term investment securities at fair value (1) 2,996 2,821 PropTech investments at cost 8,399 8,888 PropTech investments under equity method 555 570 Total investments 13,112 13,441 Less PropTech current convertible trading debt securities (2) 1,162 — Less PropTech investments accounted for under the equity method (3) 555 570 Total long-term investments $ 11,395 $ 12,871 _____________________________ (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 consolidated balance sheets. (3) These amounts are included in “Equity-method investments” on the condensed consolidated balance sheets. Net realized and unrealized losses recognized on long-term investment securities were as follows: Three Months Ended March 31, 2024 2023 Net realized losses recognized on PropTech convertible trading debt securities $ — $ (352) Net unrealized gains (losses) recognized on long-term investments at fair value 89 (102) Net losses recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient (480) — Net realized and unrealized losses recognized on long-term investment securities $ (391) $ (454) |
Schedule of Unrealized Losses | The following is a summary of unrealized gains (losses) recognized in net loss on long-term investment securities at fair value during the three months ended March 31, 2024 and 2023, respectively: Three Months Ended March 31, 2024 2023 Net unrealized gains (losses) recognized on long-term investment at fair value $ 89 $ (102) |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | Equity method investments consisted of the following: March 31, 2024 December 31, 2023 Ancillary services ventures $ 1,950 $ 1,960 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Benefit | The Company’s income tax expense (benefit) and valuation allowance consisted of the following: Three Months Ended March 31, 2024 2023 Loss before provision for income taxes $ (40,490) $ (23,230) Income tax expense (benefit) 218 (5,390) Change in prior year valuation allowance 977 — Income tax expense (benefit) $ 1,195 $ (5,390) |
INVESTMENTS AND FAIR VALUE ME_2
INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Subject to 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, 2024 Description Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Gains (Losses) Assets: Money market funds (1) $ 30,778 $ 30,778 $ — $ — U.S. treasury bills (2) 51,856 51,856 — — Certificates of deposit (3) 507 — 507 — PropTech convertible trading debt securities 1,162 — — 1,162 Long-term investments Long-term investment securities at fair value (4) 2,996 — — — Total assets $ 87,299 $ 82,634 $ 507 $ 1,162 Nonrecurring fair value measurements Long-term investments (5) $ — $ — $ (489) $ — $ — $ (489) _____________________________ (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets, except for $6,079 that is included in current restricted cash and cash equivalents and $2,538 that is included in non-current restricted assets within Other assets. (2) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets. (3) Amounts included in Other assets on the condensed consolidated balance sheets. (4) 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. (5) Long-term investments with a carrying amount of $489 were written down to their fair value of $0, resulting in an impairment charge of $489, which was included in earnings. Fair Value Measurements as of December 31, 2023 Description Total Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets: Money market funds (1) $ 59,595 $ 59,595 $ — $ — U.S. treasury bills (2) 51,200 51,200 — — Certificates of deposit (3) 507 — 507 — Long-term investments PropTech convertible trading debt securities 1,162 — — 1,162 Long-term investment securities at fair value (4) 2,821 — — — Total long-term investments 3,983 — — 1,162 Total assets $ 115,285 $ 110,795 $ 507 $ 1,162 _____________________________ (1) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets, except for $7,171 that is included in current restricted assets and $2,538 that is included in non-current restricted assets within Other assets. (2) Amounts included in Cash and cash equivalents on the condensed consolidated balance sheets. (3) Amounts included in Other assets on the condensed consolidated balance sheets. (4) 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. |
Schedule of Unobservable Inputs Related to the Valuations of the Level 3 Liabilities | The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows as of March 31, 2024: Quantitative Information about Level 3 Fair Value Measurements Fair Value at March 31, Valuation Unobservable Range PropTech convertible trading debt securities $ 1,162 Discounted cash flow Interest rate 5% Maturity Feb 2025 Volatility 40.25% Discount rate 30.37% The unobservable inputs related to the valuations of the Level 3 assets and liabilities were as follows as of December 31, 2023: Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, Valuation Technique Unobservable Range PropTech convertible trading debt securities $ 1,162 Discounted cash flow Interest rate 5% Maturity Feb 2025 Volatility 40.25% Discount rate 30.37% |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information for the Company's Operations Before Taxes | Financial information for the Company’s operations before taxes and non-controlling interests for the three months ended March 31, 2024 and 2023 were as follows: Real Estate Brokerage Corporate and Other Total Three months ended March 31, 2024 Revenues $ 200,239 $ — $ 200,239 Operating loss (35,286) (1) (6,178) (41,464) Adjusted EBITDA attributed to Douglas Elliman (2) (14,198) (4,048) (18,246) Depreciation and amortization 1,981 — 1,981 Capital expenditures 2,081 — 2,081 Three months ended March 31, 2023 Revenues $ 213,982 $ — $ 213,982 Operating loss (17,343) (3) (6,465) (23,808) Adjusted EBITDA attributed to Douglas Elliman (2) (12,984) (4,661) (17,645) Depreciation and amortization 2,039 — 2,039 Capital expenditures 3,627 — 3,627 _____________________________ (1) Operating loss includes $17,750 of litigation settlement. (2) The following table reconciles operating income to Adjusted EBITDA attributed to Douglas Elliman for the three months ended March 31, 2024 and 2023. (3) Operating loss includes $1,210 of restructuring expense. Three Months Ended March 31, 2024 2023 Real estate brokerage segment Operating loss $ (35,286) $ (17,343) Depreciation and amortization 1,981 2,039 Stock-based compensation 1,225 1,019 Litigation settlement 17,750 — Restructuring — 1,210 Adjusted EBITDA (14,330) (13,075) Adjusted EBITDA attributed to non-controlling interest 132 91 Adjusted EBITDA attributed to Douglas Elliman $ (14,198) $ (12,984) Corporate and other segment Operating loss $ (6,178) $ (6,465) Stock-based compensation 2,130 1,804 Adjusted EBITDA attributed to Douglas Elliman $ (4,048) $ (4,661) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income for Purposes of Determining Basic and Diluted EPS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Net loss attributed to Douglas Elliman Inc. | $ (41,475) | $ (17,624) |
Income attributable to participating securities, basic | 0 | (307) |
Income attributable to participating securities, diluted | 0 | (307) |
Net loss available to common stockholders attributed to Douglas Elliman Inc. - basic | (41,475) | (17,931) |
Net loss available to common stockholders attributed to Douglas Elliman Inc. - diluted | $ (41,475) | $ (17,931) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loss Per Share (“EPS”) (Details) | Jun. 30, 2023 |
Accounting Policies [Abstract] | |
Common stock dividend percentage | 5% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Earnings Per Share (in shares) (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Weighted-average shares for basic EPS (in shares) | 83,334,101 | 82,193,761 |
Incremental shares related to non-vested restricted stock (in shares) | 0 | 0 |
Weighted-average shares for diluted EPS (in shares) | 83,334,101 | 82,193,761 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 91,451 | $ 119,808 | ||
Restricted cash and cash equivalents included in current assets | 6,079 | 7,171 | ||
Restricted cash and cash equivalents included in other assets | 2,538 | 2,538 | ||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 100,068 | $ 129,517 | $ 131,604 | $ 171,382 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Real estate agent commissions | ||
Summary of Significant Accounting Policies [Line Items] | ||
Real estate commissions | $ 149,016 | $ 156,102 |
Transition Services Agreement | Vector Group Ltd. | ||
Summary of Significant Accounting Policies [Line Items] | ||
Transaction amount | 1,050 | 1,050 |
Aviation Agreements | Vector Group Ltd. | ||
Summary of Significant Accounting Policies [Line Items] | ||
Transaction amount | 595 | 562 |
Sole Broker Or Co-broker | Vector Group Ltd. | Real estate agent commissions | ||
Summary of Significant Accounting Policies [Line Items] | ||
Real estate commissions | $ 1,224 | $ 842 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Investment and Other Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Net losses recognized on PropTech convertible trading debt securities | $ 0 | $ (352) |
Net unrealized gains (losses) recognized on long-term investments at fair value | 89 | (102) |
Net losses recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient. | (480) | 0 |
Investment and other losses | $ (391) | $ (454) |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Severance expense | $ 0 | $ 1,210 |
Real Estate Brokerage | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Severance liability beginning balance | 767 | |
Severance expense | 0 | |
Severance payments | (659) | |
Severance liability ending balance | $ 108 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 200,239 | $ 213,982 |
New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 63,016 | 74,540 |
Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 35,001 | 34,131 |
Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 58,955 | 64,514 |
West | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 43,267 | 40,797 |
Commission and other brokerage income - existing home sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 181,709 | 183,256 |
Commission and other brokerage income - existing home sales | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 49,240 | 57,798 |
Commission and other brokerage income - existing home sales | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,586 | 33,105 |
Commission and other brokerage income - existing home sales | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 57,630 | 54,454 |
Commission and other brokerage income - existing home sales | West | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 40,253 | 37,899 |
Commission and other brokerage income - development marketing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,556 | 18,780 |
Commission and other brokerage income - development marketing | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,719 | 7,763 |
Commission and other brokerage income - development marketing | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 65 | 619 |
Commission and other brokerage income - development marketing | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,325 | 10,060 |
Commission and other brokerage income - development marketing | West | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 447 | 338 |
Property management revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 9,047 | 8,777 |
Property management revenue | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,846 | 8,580 |
Property management revenue | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 201 | 197 |
Property management revenue | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Property management revenue | West | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Escrow and title fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,927 | 3,169 |
Escrow and title fees | New York City | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 211 | 399 |
Escrow and title fees | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 149 | 210 |
Escrow and title fees | Southeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Escrow and title fees | West | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,567 | $ 2,560 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract assets, net, which are in other assets | $ 36,511 | $ 36,040 |
Contract liabilities | 14,081 | 11,234 |
Contract liabilities, which are in other liabilities | 54,458 | 51,178 |
Accounts Receivable - Trade, Net | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Current assets | 1,962 | 1,846 |
Other Current Assets | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Current assets | 8,447 | 6,030 |
Other Assets | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract assets, net, which are in other assets | 36,511 | 36,040 |
Commissions Payable | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities | 1,442 | 1,357 |
Current Liabilities | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities | 14,081 | 11,234 |
Other Liabilities | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities, which are in other liabilities | $ 54,458 | $ 51,178 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized on contract liabilities | $ 1,163 | $ 3,794 |
Consulting, administration and net commissions) | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized on contract liabilities | $ 825 | $ 1,614 |
CURRENT EXPECTED CREDIT LOSSE_2
CURRENT EXPECTED CREDIT LOSSES - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Real estate broker agent receivables | ||||
Financing Receivable, Allowance for Credit Loss [Line Items] | ||||
Estimated credit losses | $ 5,823 | $ 5,575 | $ 11,850 | $ 10,916 |
CURRENT EXPECTED CREDIT LOSSE_3
CURRENT EXPECTED CREDIT LOSSES - Rollforward (Details) - Real estate broker agent receivables - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 5,575 | $ 10,916 |
Current Period Provision | 1,304 | 1,428 |
Write-offs | 1,056 | 494 |
Recoveries | 0 | 0 |
Ending balance | $ 5,823 | $ 11,850 |
LEASES - Lease Expense and Cash
LEASES - Lease Expense and Cash Outflows from Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 8,578 | $ 8,325 |
Short-term lease cost | 256 | 278 |
Variable lease cost | 989 | 1,078 |
Less: Sublease income | (56) | (153) |
Total lease cost | 9,767 | 9,528 |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from operating leases | 9,096 | 8,524 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 2,998 | $ 732 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Weighted average remaining lease term: | ||
Operating leases | 6 years 3 months 18 days | 6 years 4 months 17 days |
Weighted average discount rate: | ||
Operating leases | 8.61% | 8.63% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Operating Leases | |
Remainder of 2024 | $ 23,914 |
2025 | 28,693 |
2026 | 26,155 |
2027 | 23,215 |
2028 | 20,276 |
2029 | 16,214 |
Thereafter | 31,048 |
Total lease payments | 169,515 |
Less imputed interest | (40,701) |
Total | $ 128,814 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Lease not yet commenced | $ 0 |
LONG-TERM INVESTMENTS - Compone
LONG-TERM INVESTMENTS - Components of Investment Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
PropTech convertible trading debt securities | $ 1,162 | $ 1,162 |
Long-term investment securities at fair value | 2,996 | 2,821 |
PropTech investments at cost | 8,399 | 8,888 |
PropTech investments under equity method | 555 | 570 |
Total investments | 13,112 | 13,441 |
Less PropTech current convertible trading debt securities | 1,162 | 0 |
Less PropTech investments accounted for under the equity method | 555 | 570 |
Total long-term investments | $ 11,395 | $ 12,871 |
LONG-TERM INVESTMENTS - Summary
LONG-TERM INVESTMENTS - Summary of Net Realized and Unrealized Gains (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net realized losses recognized on PropTech convertible trading debt securities | $ 0 | $ (352) |
Net unrealized gains (losses) recognized on long-term investments at fair value | 89 | (102) |
Net losses recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient. | (480) | 0 |
Investment and other losses | $ (391) | $ (454) |
LONG-TERM INVESTMENTS - Schedul
LONG-TERM INVESTMENTS - Schedule of Unrealized and Realized Gains (Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net unrealized gains (losses) recognized on long-term investment at fair value | $ 89 | $ (102) |
LONG-TERM INVESTMENTS - Narrati
LONG-TERM INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Unfunded commitments | $ 810 | |
PropTech investments at cost | $ 8,399 | $ 8,888 |
EQUITY METHOD INVESTMENTS - Sch
EQUITY METHOD INVESTMENTS - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Equity Method Investments [Line Items] | ||
Equity-method investments | $ 1,950 | $ 1,960 |
Ancillary services ventures | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity-method investments | $ 1,950 | $ 1,960 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Schedule of Investments [Line Items] | |
Maximum exposure on guarantees | $ 1,950 |
Minimum | Ancillary services ventures | |
Schedule of Investments [Line Items] | |
Equity-method ownership percentage | 5.90% |
Maximum | Ancillary services ventures | |
Schedule of Investments [Line Items] | |
Equity-method ownership percentage | 50% |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2024 USD ($) payment | Dec. 27, 2023 action | Mar. 31, 2024 USD ($) | |
Multidistrict Litigation. | |||
Loss Contingencies [Line Items] | |||
Actions | action | 9 | ||
Gibson and Umpa | |||
Loss Contingencies [Line Items] | |||
Recognized expense | $ 17,750 | ||
Gibson and Umpa | Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Settlement award | $ 7,750 | ||
Payment period | 30 days | ||
Number of contingent payments | payment | 2 | ||
Contingent payments | $ 5,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Loss before provision for income taxes | $ (40,490) | $ (23,230) |
Income tax expense (benefit) | 218 | (5,390) |
Change in prior year valuation allowance | 977 | 0 |
Income tax expense (benefit) | $ 1,195 | $ (5,390) |
INVESTMENTS AND FAIR VALUE ME_3
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Assets: | ||
PropTech convertible trading debt securities | $ 1,162 | $ 1,162 |
Long-term investments | ||
Long-term investment securities at fair value | 2,996 | 2,821 |
Total long-term investments | 4,158 | 3,983 |
Long-term investments with a carrying amount | 11,395 | 12,871 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ||
Long-term investments | ||
Current restricted assets | 6,079 | 7,171 |
Non-current restricted assets | 2,538 | 2,538 |
Recurring | ||
Assets: | ||
PropTech convertible trading debt securities | 1,162 | |
Long-term investments | ||
PropTech convertible trading debt securities | 1,162 | |
Long-term investment securities at fair value | 2,996 | 2,821 |
Total long-term investments | 3,983 | |
Total assets | 87,299 | 115,285 |
Recurring | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents | 30,778 | 59,595 |
Recurring | U.S. treasury bills | ||
Assets: | ||
Cash and cash equivalents | 51,856 | 51,200 |
Recurring | Certificates of Deposit | ||
Assets: | ||
Cash and cash equivalents | 507 | 507 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
PropTech convertible trading debt securities | 0 | |
Long-term investments | ||
PropTech convertible trading debt securities | 0 | |
Long-term investment securities at fair value | 0 | 0 |
Total long-term investments | 0 | |
Total assets | 82,634 | 110,795 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents | 30,778 | 59,595 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. treasury bills | ||
Assets: | ||
Cash and cash equivalents | 51,856 | 51,200 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of Deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
PropTech convertible trading debt securities | 0 | |
Long-term investments | ||
PropTech convertible trading debt securities | 0 | |
Long-term investment securities at fair value | 0 | 0 |
Total long-term investments | 0 | |
Total assets | 507 | 507 |
Recurring | Significant Other Observable Inputs (Level 2) | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | U.S. treasury bills | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | Certificates of Deposit | ||
Assets: | ||
Cash and cash equivalents | 507 | 507 |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
PropTech convertible trading debt securities | 1,162 | |
Long-term investments | ||
PropTech convertible trading debt securities | 1,162 | |
Long-term investment securities at fair value | 0 | 0 |
Total long-term investments | 1,162 | |
Total assets | 1,162 | 1,162 |
Recurring | Significant Unobservable Inputs (Level 3) | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | U.S. treasury bills | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Certificates of Deposit | ||
Assets: | ||
Cash and cash equivalents | 0 | $ 0 |
Nonrecurring | ||
Long-term investments | ||
Total long-term investments | 0 | |
Total assets | 0 | |
Impairment | (489) | |
Long-term investments with a carrying amount | 489 | |
Nonrecurring | Significant Unobservable Inputs (Level 3) | ||
Long-term investments | ||
Total long-term investments | 0 | |
Total assets | $ 0 |
INVESTMENTS AND FAIR VALUE ME_4
INVESTMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Unobservable Inputs Related to the Valuations of the Level 3 Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
PropTech convertible trading debt securities | $ 1,162 | $ 1,162 |
Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
PropTech convertible trading debt securities | 1,162 | |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
PropTech convertible trading debt securities | 1,162 | |
Recurring | Significant Unobservable Inputs (Level 3) | Convertible Trading Debt Securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
PropTech convertible trading debt securities | $ 1,162 | $ 1,162 |
Recurring | Significant Unobservable Inputs (Level 3) | Convertible Trading Debt Securities | Discounted cash flow | Interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible trading debt securities input | 0.05 | 0.05 |
Recurring | Significant Unobservable Inputs (Level 3) | Convertible Trading Debt Securities | Discounted cash flow | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible trading debt securities input | 0.4025 | |
Recurring | Significant Unobservable Inputs (Level 3) | Convertible Trading Debt Securities | Discounted cash flow | Volatility | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible trading debt securities input | 0.4025 | |
Recurring | Significant Unobservable Inputs (Level 3) | Convertible Trading Debt Securities | Discounted cash flow | Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible trading debt securities input | 0.3037 | |
Recurring | Significant Unobservable Inputs (Level 3) | Convertible Trading Debt Securities | Discounted cash flow | Discount rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible trading debt securities input | 0.3037 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 200,239 | $ 213,982 |
Operating loss | (41,464) | (23,808) |
Depreciation and amortization | 1,981 | 2,039 |
Capital expenditures | 2,081 | 3,627 |
Litigation settlement | 17,750 | 0 |
Restructuring | 0 | 1,210 |
Adjusted EBITDA attributed to Douglas Elliman | (18,246) | (17,645) |
Real Estate Brokerage | Real Estate Brokerage | ||
Segment Reporting Information [Line Items] | ||
Revenues | 200,239 | 213,982 |
Operating loss | (35,286) | (17,343) |
Depreciation and amortization | 1,981 | 2,039 |
Capital expenditures | 2,081 | 3,627 |
Stock-based compensation | 1,225 | 1,019 |
Litigation settlement | 17,750 | 0 |
Restructuring | 0 | 1,210 |
Adjusted EBITDA | (14,330) | (13,075) |
Adjusted EBITDA attributed to non-controlling interest | 132 | 91 |
Adjusted EBITDA attributed to Douglas Elliman | (14,198) | (12,984) |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Operating loss | (6,178) | (6,465) |
Depreciation and amortization | 0 | 0 |
Capital expenditures | 0 | 0 |
Stock-based compensation | 2,130 | 1,804 |
Adjusted EBITDA attributed to Douglas Elliman | $ (4,048) | $ (4,661) |
ESCROW FUNDS IN HOLDING (Detail
ESCROW FUNDS IN HOLDING (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security posted for appeal of judgment | $ 35,863 | $ 41,338 |