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, respectively. DER Holdings LLC owns Douglas Elliman Realty, LLC and Douglas Elliman of California, Inc., which are engaged in the residential real estate brokerage business with their subsidiaries. The operations of New Valley Ventures consist of minority investments in innovative 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 (the “2023 Annual Report”) 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 and nine months ended September 30, 2024 and 2023, respectively. The Company last paid a cash dividend during the quarter ended 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 Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Net loss attributed to Douglas Elliman Inc. $ (27,180) $ (4,866) $ (70,319) $ (27,709) Income attributable to participating securities — — — (307) Net loss available to common stockholders attributed to Douglas Elliman Inc. $ (27,180) $ (4,866) $ (70,319) $ (28,016) 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 Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Weighted-average shares for basic and diluted EPS 83,532,069 82,199,757 83,401,374 82,196,583 The following was outstanding during the three and nine months ended September 30, 2024 and 2023, but were not included in the computation of diluted EPS because the effect was anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Weighted-average number of shares issuable upon conversion of debt 33,333,333 — 33,333,333 — Weighted-average conversion price $ 1.50 $ — $ 1.50 $ — (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: September 30, December 31, Cash and cash equivalents $ 151,416 $ 119,808 Restricted cash and cash equivalents included in current assets 3,364 7,171 Restricted cash and cash equivalents included in other assets 2,483 2,538 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 157,263 $ 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 three months ended September 30, 2024, the Company utilized third-party valuation specialists to prepare a quantitative assessment of its goodwill and trademark intangible assets, based on the current market conditions in the residential real estate brokerage industry which did not result in impairment charges related to its goodwill or trademark as of September 30, 2024. If the Company fails to achieve the financial projections used in the quantitative assessments of fair value and current market conditions continue to deteriorate, 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 $3,150 under that certain transition services agreement, dated December 21, 2021, by and between the Company and Vector Group (“the Transition Services Agreement”) during the three and nine months ended September 30, 2024 and 2023, respectively. The Company paid Vector Group $235 and $1,830 under certain aircraft lease agreements entered into with affiliates of Vector Group (the “Aircraft Lease Agreements”) during the three and nine months ended September 30, 2024, respectively, and $452 and $1,748 for the three and nine months ended September 30, 2023, respectively. The Aircraft Lease Agreements have been terminated. See (k) - Subsequent events. Real estate commissions. Real estate commissions include commissions of approximately $308 and $2,325 for the three and nine months ended September 30, 2024, respectively, and $104 and $946 for the three and nine months ended September 30, 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 (Loss) Gains : Investment (loss) gains consist of the following: Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Net gains recognized on PropTech convertible trading debt securities $ — $ — $ — $ 187 Net unrealized gains (losses) recognized on long-term investments at fair value (22) 27 106 (78) Net gains recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient 18 — 519 — Investment (loss) gains $ (4) $ 27 $ 625 $ 109 (i) Restructuring : Employee severance and benefits expensed for the nine months ended September 30, 2023 relate entirely to the reduction in staff and are cash charges. The amount expensed for the nine months ended September 30, 2023 was $1,932 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 nine months ended September 30, 2024: Employee Severance and Benefits Severance liability balance at January 1, 2024 $ 767 Severance expense 616 Severance payments (1,066) Severance liability at September 30, 2024 $ 317 (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 : On October 17, 2024, the Company delivered notices of termination to terminate, effective as of November 16, 2024, the Aircraft Lease Agreements. On October 21, 2024, the Company’s Chairman of the Board of Directors, President and Chief Executive Officer, notified the Company’s Board of his resignation as Chairman of the Board, President and Chief Executive Officer, effective immediately. In connection with his cessation of employment with the Company, the Company cancelled 2,965,625 unvested shares of common stock subject to vesting pursuant to the Issuer’s 2021 Management Incentive Plan. On October 25, 2024, the President and Chief Executive Officer of the Company’s subsidiary, Douglas Elliman Realty LLC, was terminated effective immediately. On October 30, 2024, the Company and James D. Ballard, Senior Vice President - Enterprise Efficiency and Chief Technology Officer, mutually agreed to terminate Mr. Ballard’s employment, effective immediately. Mr. Ballard will be entitled to (i) receive cash payment in an amount equal to $835; (ii) acceleration of all unvested equity and option grants; and (iii) participation in a COBRA plan for 18 months. The Company has evaluated subsequent events through November 12, 2024, the date the financial statements were issued. (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 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 consolidated financial statements. (m) 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. |