doug-20221103
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
DOUGLAS ELLIMAN INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-41054 87-2176850
(Commission File Number) (I.R.S. Employer Identification No.)
   
4400 Biscayne BoulevardMiamiFlorida 33137
(Address of Principal Executive Offices) (Zip Code)

(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to 12(b) of the Act:
Title of each class:TradingName of each exchange
Symbol(s)on which registered:
Common stock, par value $0.01 per shareDOUGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition
On November 3, 2022, Douglas Elliman Inc. (NYSE:DOUG) (the “Company” or “Douglas Elliman”) announced its financial results for the three and nine months ended September 30, 2022. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K and the related Exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The Company has prepared materials for presentation to investors. The materials are furnished (not filed) as Exhibit 99.2 to this Current Report on Form 8-K pursuant to Regulation FD.

Non-GAAP Financial Measures

Exhibit 99.2 contains the Non-GAAP Financial Measures discussed below.

Please refer to Current Reports on Form 8-K dated August 5, 2022, May 10, 2022 and March 1, 2022 for reconciliations of financial measures prepared in accordance with GAAP to Non-GAAP Financial Measures.

Adjusted EBITDA attributed to Douglas Elliman, Adjusted Operating Expenses, and financial measures for all periods presented, including the last twelve months (“LTM”) ended September 30, 2022, (hereafter, referred to as “the Non-GAAP Financial Measures”) are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the Non-GAAP Financial Measures are important measures that supplement discussion and analysis of its results of operations and enhance an understanding of its operating performance. The Company believes the Non-GAAP Financial Measures provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures and ages of related assets among otherwise comparable companies.

Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company's business, and management does and investors should review both the overall performance (GAAP net income) and the operating performance (the Non-GAAP Financial Measures) of the Company's business. While management considers the Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company's measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies.

EBITDA is defined as net income before, interest, taxes, non-controlling interest, depreciation and amortization. Non-GAAP Financial Measures include change in fair value of contingent liability. For purposes of Adjusted EBITDA only, adjustments include equity in earnings from equity-method investments, stock-based compensation expense, and other, net.
Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which involve risk and uncertainties. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may be,” “continue’” “could,” “potential,” “objective,” “plan,” “seek,” “predict,” “project” and “will be” and similar expressions are intended to identify forward-looking statements. The Company’s actual results could differ significantly from the results discussed in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for period ended September 30, 2022, when filed, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to (and expressly disclaims any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Current Report on Form 8-K.


Item 9.01. Financial Statements and Exhibit

(d) Exhibits.
Exhibit No. Exhibit
 Press Release issued on November 3, 2022, regarding financial results for the third quarter ended September 30, 2022.
Investor presentation of Douglas Elliman Inc. dated November 2022 (furnished pursuant to Regulation FD).
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 DOUGLAS ELLIMAN INC.
 
By:/s/ J. Bryant Kirkland III  
  J. Bryant Kirkland III 
  Senior Vice President, Treasurer and Chief Financial Officer 
Date: November 4, 2022



image.jpg
FOR IMMEDIATE RELEASE
Contact: Stephen Larkin, Douglas Elliman Inc.
917-902-2503
Emily Claffey/Columbia Clancy, FGS Global
  212-687-8080
Abi Genis, FGS Global Europe
+44 (0)20 3178 8914
J. Bryant Kirkland III, Douglas Elliman Inc.
305-579-8000
DOUGLAS ELLIMAN INC. REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS
Third Quarter 2022 Highlights:
•Consolidated revenues of $272.6 million compared to $354.2 million in the prior year period
◦For the three months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment achieved gross transaction value of approximately $11.0 billion, compared to approximately $13.4 billion for the three months ended September 30, 2021.
◦For the three months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment reported an average price per transaction of $1.530 million.
•Consolidated operating loss of $5.2 million and real estate brokerage segment operating income of $1.5 million compared to $25.5 million and $25.5 million, respectively, in the prior year period
•Net loss attributed to Douglas Elliman of $4.0 million, or $0.05 per diluted common share, compared to net income of $25.2 million, or $0.32 per diluted common share, in the prior year period
•Adjusted EBITDA attributed to Douglas Elliman of $124,000 compared to $27.8 million in the prior year period, reflecting the impact of lower revenues and stand-alone public company expenses
•Adjusted EBITDA attributed to Douglas Elliman’s real estate brokerage segment of $5.1 million compared to $27.8 million in the prior year period
Year-to-Date 2022 Highlights:
•Consolidated revenues of $945.8 million, a decrease of 7.2% or $73.1 million compared to the prior year period
◦For the nine months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment achieved gross transaction value of approximately $36.3 billion, compared to approximately $38.6 billion for the nine months ended September 30, 2021.


◦For the nine months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment reported an average price per transaction of $1.635 million.
•Consolidated operating income of $17.3 million and real estate brokerage segment operating income of $37.6 million compared to $82.9 million and $82.9 million, respectively, in the prior year period
•Net income attributed to Douglas Elliman of $12.8 million, or $0.16 per diluted common share, compared to net income of $78.7 million, or $1.01 per diluted common share, in the prior year period
•Adjusted EBITDA attributed to Douglas Elliman of $32.1 million compared to $89.4 million in the prior year period, reflecting the impact of lower revenues and stand-alone public company expenses
•Adjusted EBITDA attributed to Douglas Elliman’s real estate brokerage segment of $47.2 million compared to $89.4 million in the prior year period
Last Twelve Months Ended September 30, 2022 Highlights:
•Consolidated revenues of $1.3 billion
◦For the last twelve months ended September 30, 2022 and the year ended December 31, 2021, Douglas Elliman’s real estate brokerage segment achieved gross transaction value of approximately $48.9 billion and $51.2 billion, respectively.
◦For the last twelve months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment reported an average price per transaction of $1.604 million.
•Consolidated operating income of $36.5 million and real estate brokerage segment operating income of $56.8 million
•Net income attributed to Douglas Elliman of $33.0 million
•Adjusted EBITDA attributed to Douglas Elliman of $53.4 million
•Adjusted EBITDA attributed to Douglas Elliman’s real estate brokerage segment of $68.5 million
MIAMI, FL, November 3, 2022 - Douglas Elliman Inc. (NYSE:DOUG) today announced financial results for the three and nine months ended September 30, 2022.
“After a record-setting first half of 2022, the third quarter was challenging for Douglas Elliman in an environment with limited listing inventory and significantly increased mortgage interest rates,” said Howard M. Lorber, Chairman and Chief Executive Officer of Douglas Elliman. “Despite these challenges, we are optimistic that Douglas Elliman's strong balance sheet, our global network of best-in-class agents and our luxury brand positions us to take advantage of opportunities as financial markets stabilize. We are confident our differentiated platform and approach will enable us to deliver continued growth over the long term."
GAAP Financial Results
Three months ended September 30, 2022. Third quarter 2022 revenues were $272.6 million, compared to revenues of $354.2 million in the third quarter of 2021. The Company recorded an operating loss of $5.2 million in the third quarter of 2022, compared to operating income of $25.5 million in the third quarter of 2021. Net loss attributed to Douglas Elliman for the third quarter of 2022 was $4.0 million, or $0.05 per diluted common share, compared to net income of $25.2 million, or $0.32 per diluted common share, in the third quarter of 2021.
Nine months ended September 30, 2022. For the nine months ended September 30, 2022, revenues were $945.8 million, compared to revenues of $1.0 billion for the nine months ended September 30, 2021. The Company recorded operating income of $17.3 million for the nine months ended September 30, 2022, compared to operating income of $82.9 million for the nine months ended September 30, 2021. Net income attributed to Douglas Elliman for the nine months ended September 30, 2022 was $12.8 million, or $0.16 per diluted common share, compared to net income of $78.7 million, or $1.01 per diluted common share, for the nine months ended September 30, 2021.


Non-GAAP Financial Measures
Non-GAAP financial measures include an adjustment for change in fair value of contingent liability (for purposes of Adjusted EBITDA and Adjusted Net Income) and income related to Tax Disaffiliation indemnification (for purposes of Adjusted Net Income, which is included in other, net for Adjusted EBITDA). For purposes of Adjusted EBITDA only, adjustments also include stock-based compensation, equity in earnings (losses) from equity method investments and other, net. Reconciliations of non-GAAP financial measures to the comparable GAAP financial results for the three and nine months ended September 30, 2022 and 2021 and the last twelve months ended September 30, 2022 are included in Tables 2, 3 and 4.
Three months ended September 30, 2022 compared to the three months ended September 30, 2021
Adjusted EBITDA attributed to Douglas Elliman (as described in Table 2 attached hereto) were $124,000 for the third quarter of 2022, compared to $27.8 million for the third quarter of 2021.
Adjusted EBITDA attributed to Douglas Elliman’s real estate brokerage segment (as described in Table 2 attached hereto) were $5.1 million for the third quarter of 2022, compared to $27.8 million for the third quarter of 2021.
Adjusted Net Loss attributed to Douglas Elliman (as described in Table 3 attached hereto) was $4.0 million, or $0.05 per diluted share, for the third quarter of 2022, compared to Adjusted Net Income attributed to Douglas Elliman of $24.9 million, or $0.32 per diluted share, for the third quarter of 2021.
Nine months ended September 30, 2022 compared to the nine months ended September 30, 2021
Adjusted EBITDA attributed to Douglas Elliman (as described in Table 2 attached hereto) were $32.1 million for the nine months ended September 30, 2022, compared to $89.4 million for the nine months ended September 30, 2021.
Adjusted EBITDA attributed to Douglas Elliman’s real estate brokerage segment (as described in Table 2 attached hereto) were $47.2 million for the nine months ended September 30, 2022, compared to $89.4 million for the nine months ended September 30, 2021.
Adjusted Net Income attributed to Douglas Elliman (as described in Table 3 attached hereto) was $12.2 million, or $0.15 per diluted share, for the nine months ended September 30, 2022, and $81.9 million, or $1.05 per diluted share, for the nine months ended September 30, 2021.
Last twelve months ended September 30, 2022
For the last twelve months ended September 30, 2022, revenues were $1.3 billion. The Company recorded operating income of $36.5 million for the last twelve months ended September 30, 2022. Net income attributed to Douglas Elliman for the last twelve months ended September 30, 2022 was $33.0 million.
For the last twelve months ended September 30, 2022, Adjusted EBITDA attributed to Douglas Elliman (as described in Table 2 attached hereto) were $53.4 million. Adjusted EBITDA attributed to Douglas Elliman’s real estate brokerage segment (as described in Table 2 attached hereto) were $68.5 million for the last twelve months ended September 30, 2022.
Gross Transaction Value
For the three months ended September 30, 2022, Douglas Elliman’s subsidiary, Douglas Elliman Realty, LLC, achieved gross transaction value of approximately $11.0 billion, compared to approximately $13.4 billion for the three months ended September 30, 2021. For the three months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment reported an average price per transaction of $1.530 million.
For the nine months ended September 30, 2022, Douglas Elliman’s subsidiary, Douglas Elliman Realty, LLC, achieved gross transaction value of approximately $36.3 billion compared to approximately $38.6 billion for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment reported an average price per transaction of $1.635 million.
For the last twelve months ended September 30, 2022 and the year ended December 31, 2021, Douglas Elliman’s subsidiary, Douglas Elliman Realty, LLC, achieved gross transaction value of approximately $48.9 billion and $51.2 billion, respectively. For the last twelve months ended September 30, 2022, Douglas Elliman’s real estate brokerage segment reported an average price per transaction of $1.604 million.
Consolidated Balance Sheet
Douglas Elliman maintained a strong balance sheet with cash and cash equivalents of $192.7 million at September 30, 2022. This significant liquidity places the Company in a position of strength in the market.


Conference Call to Discuss Third Quarter 2022 Results
As previously announced, the Company will host a conference call and webcast on Friday November 4, 2022 at 8:00 AM (ET) to discuss its third quarter 2022 results. Participants should pre-register for the call using the following link: https://conferencingportals.com/event/WkZPJZxS. Registered participants will receive an email with a calendar reminder, dial-in number and conference ID that allows immediate access to the call. The call will be available via live webcast at https://events.q4inc.com/attendee/831566334. Webcast participants should join the webcast at least 10 minutes prior to start time.
An archived replay of the call will be available for one year shortly after the call ends at https://events.q4inc.com/attendee/831566334
Non-GAAP Financial Measures
Adjusted EBITDA attributed to Douglas Elliman, Adjusted Net Income attributed to Douglas Elliman, and financial measures for the last twelve months (“LTM”) ended September 30, 2022 (referred to as the “Non-GAAP Financial Measures”) are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). The Company believes that the Non-GAAP Financial Measures are important measures that supplement discussion and analysis of its results of operations and enhance an understanding of its operating performance.
The Company believes the Non-GAAP Financial Measures provide investors and analysts with a useful measure of operating results unaffected by differences in capital structures and ages of related assets among otherwise comparable companies.
Management uses the Non-GAAP Financial Measures as measures to review and assess operating performance of the Company’s business, and management does and investors should review both the overall performance (GAAP net income) and the operating performance (the Non-GAAP Financial Measures) of the Company’s business. While management considers the Non-GAAP Financial Measures to be important, they should be considered in addition to, but not as substitutes for or superior to, other measures of financial performance prepared in accordance with GAAP, such as operating income, net income and cash flows from operations. In addition, the Non-GAAP Financial Measures are susceptible to varying calculations and the Company’s measurement of the Non-GAAP Financial Measures may not be comparable to those of other companies. Attached hereto as Tables 2, 3 and 4 is information relating to the Company’s Non-GAAP Financial Measures for the three and nine months ended September 30, 2022 and 2021 and the last twelve months ended September 30, 2022.
About Douglas Elliman Inc.
Douglas Elliman Inc. (NYSE: DOUG, “Douglas Elliman”) owns Douglas Elliman Realty, LLC, which is one of the largest residential brokerage companies in the United States with operations in New York City, Long Island, Westchester, Connecticut, New Jersey, the Hamptons, Massachusetts, Florida, California, Texas, Colorado, and Nevada. In addition, Douglas Elliman sources, uses and invests in early-stage, disruptive property technology (“PropTech”) solutions and companies and provides other real estate services, including development marketing, property management and settlement and escrow services in select markets. Additional information concerning Douglas Elliman is available on its website, investors.elliman.com.
Investors and others should note that we may post information about Douglas Elliman on our website at investors.elliman.com or, if applicable, on our accounts on Facebook, Instagram, LinkedIn, TikTok, Twitter, YouTube or other social media platforms. It is possible that the postings or releases could include information deemed to be material information. Therefore, we encourage investors, the media and others interested in Douglas Elliman to review the information we post on our website at investors.elliman.com and on our social media accounts.
Forward-Looking and Cautionary Statements
This press release includes forward-looking statements within the meaning of the federal securities law. All statements other than statements of historical or current facts made in this document are forward-looking. We identify forward-looking statements in this document by using words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may be,” “continue” “could,” “potential,” “objective,” “plan,” “seek,” “predict,” “project” and “will be” and similar words or phrases or their negatives. Forward-looking statements reflect our current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons.
Risks and uncertainties that could cause our actual results to differ significantly from our current expectations are described in our 2021 Annual Report on Form 10-K and, when filed, in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. We undertake no responsibility to publicly update or revise any forward-looking statement except as required by applicable law.

[Financial Tables Follow]


TABLE 1
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)

For comparability purposes, Douglas Elliman Inc. (NYSE: DOUG) began operating as a standalone public company on December 30, 2021 and did not incur any material public company expenses until the first quarter of 2022. Douglas Elliman Inc. also became a full taxpayer after it became a standalone public company on December 30, 2021.

Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
(Unaudited)(Unaudited)
Revenues:
Commissions and other brokerage income$259,977 $338,915 $903,917 $974,048 
Property management8,541 9,120 27,786 28,289 
Other ancillary services4,070 6,126 14,144 16,575 
       Total revenues272,588 354,161 945,847 1,018,912 
Expenses:
Real estate agent commissions195,836 257,098 686,440 737,767 
Sales and marketing22,703 20,237 64,145 59,331 
Operations and support18,218 22,448 55,872 56,697 
General and administrative33,522 22,287 99,227 64,481 
Technology5,527 4,388 16,809 11,302 
Depreciation and amortization1,968 2,189 6,033 6,409 
Operating (loss) income(5,186)25,514 17,321 82,925 
Other income (expenses):
Interest income (expense)493 (7)564 65 
Equity in losses from equity-method investments(895)(193)(477)(118)
Change in fair value of contingent liability— 271 — (3,252)
Investment and other income1,055 175 3,026 566 
(Loss) income before provision for income taxes(4,533)25,760 20,434 80,186 
Income tax (benefit) expense(290)667 8,173 1,656 
Net (loss) income(4,243)25,093 12,261 78,530 
Net loss attributed to non-controlling interest280 120 532 120 
Net (loss) income attributed to Douglas Elliman Inc.$(3,963)$25,213 $12,793 $78,650 
Per basic common share:
Net (loss) income applicable to common shares attributed to Douglas Elliman Inc.$(0.05)$0.32 $0.16 $1.01 
Per diluted common share:
Net (loss) income applicable to common shares attributed to Douglas Elliman Inc.$(0.05)$0.32 $0.16 $1.01 



TABLE 2
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA
(Unaudited)
(Dollars in Thousands)

Table 2 provides a reconciliation of GAAP to Non-GAAP financial measures. For comparability purposes, Douglas Elliman Inc. (NYSE: DOUG) began operating as a standalone public company on December 30, 2021 and did not incur any material public company expenses until the first quarter of 2022. Its expenses incurred in its public company operations are reported in the Corporate and Other Segment and the operations of its brokerage businesses are reported in the Real Estate Brokerage Segment.

LTMYear EndedThree Months EndedNine Months Ended
September 30,December 31,September 30,September 30,
202220212022202120222021
Net income (loss) attributed to Douglas Elliman Inc.$32,981 $98,838 $(3,963)$25,213 $12,793 $78,650 
Interest (income) expense(582)(83)(493)7 (564)(65)
Income tax expense (benefit)8,650 2,133 (290)667 8,173 1,656 
Net loss attributed to non-controlling interest(598)(186)(280)(120)(532)(120)
Depreciation and amortization8,185 8,561 1,968 2,189 6,033 6,409 
EBITDA$48,636 $109,263 $(3,058)$27,956 $25,903 $86,530 
Equity in losses from equity-method investments (a)637 278 895 193 477 118 
Change in fair value of contingent liability(1,605)1,647 — (271)— 3,252 
Stock-based compensation expense (b)8,476 — 3,165 — 8,476 — 
Other, net(2,989)(529)(1,055)(175)(3,026)(566)
Adjusted EBITDA53,155 110,659 (53)27,703 31,830 89,334 
Adjusted EBITDA attributed to non-controlling interest205 40 177 57 222 57 
Adjusted EBITDA attributed to Douglas Elliman$53,360 $110,699 $124 $27,760 $32,052 $89,391 
Operating income by Segment:
Real estate brokerage $56,792 $102,098 $1,503 $25,514 $37,619 $82,925 
Corporate and other(20,298)— (6,689)— (20,298)— 
Total $36,494 $102,098 $(5,186)$25,514 $17,321 $82,925 
Real estate brokerage segment
Operating income$56,792 $102,098 $1,503 $25,514 $37,619 $82,925 
Depreciation and amortization8,185 8,561 1,968 2,189 6,033 6,409 
Stock-based compensation3,278 — 1,419 — 3,278 — 
Adjusted EBITDA68,255 110,659 4,890 27,703 46,930 89,334 
Adjusted EBITDA attributed to non-controlling interest205 40 177 57 222 57 
Adjusted EBITDA attributed to Douglas Elliman$68,460 $110,699 $5,067 $27,760 $47,152 $89,391 
Corporate and other segment
Operating loss$(20,298)$— $(6,689)$— $(20,298)$— 
Stock-based compensation5,198 — 1,746 — 5,198 — 
Adjusted EBITDA attributed to Douglas Elliman$(15,100)$— $(4,943)$— $(15,100)$— 
                                      

a.Represents equity in earnings recognized from the Company’s investment in certain real estate businesses that are accounted for under the equity method and are not consolidated in the Company’s financial results.
b.Represents amortization of stock-based compensation of $1,419 and $3,278, which is attributable to the Real estate brokerage segment for the three and nine months ended September 30, 2022, and $1,746 and $5,198, which is attributable to the Corporate and other segment for the three and nine months ended September 30, 2022.


TABLE 3
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED NET (LOSS) INCOME
(Unaudited)
(Dollars in Thousands, Except Per Share Amounts)

Table 3 provides a reconciliation of GAAP to Non-GAAP financial measures. For comparability purposes, Douglas Elliman Inc. (NYSE: DOUG) began operating as a standalone public company on December 30, 2021 and did not incur any material public company expenses until the first quarter of 2022. Douglas Elliman Inc. also became a full taxpayer after it became a standalone public company on December 30, 2021.

Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Net (loss) income attributed to Douglas Elliman Inc.$(3,963)$25,213 $12,793 $78,650 
Change in fair value of contingent liability— (271)— 3,252 
Income related to Tax Disaffiliation indemnification(28)— (581)— 
Total adjustments(28)(271)(581)3,252 
Adjusted net (loss) income attributed to Douglas Elliman Inc.$(3,991)$24,942 $12,212 $81,902 
Per diluted common share:
Adjusted net (loss) income applicable to common shares attributed to Douglas Elliman Inc.$(0.05)$0.32 $0.15 $1.05 









    





TABLE 4
DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
RECONCILIATION OF REVENUES
(Unaudited)
(Dollars in Thousands)

LTMYear EndedThree Months EndedNine Months Ended
September 30,December 31,September 30,September 30,
202220212022202120222021
Revenues:
Commissions and other brokerage income$1,222,285 $1,292,416 $259,977 $338,915 $903,917 $974,048 
Property management36,842 37,345 8,541 9,120 27,786 28,289 
Other ancillary services20,946 23,377 4,070 6,126 14,144 16,575 
Total revenues$1,280,073 $1,353,138 $272,588 $354,161 $945,847 $1,018,912 
Gross transaction value (in billions)$48.9 $51.2 $11.0 $13.4 $36.3 $38.6 
Total transactions30,520 32,400 7,212 8,535 22,213 24,093 



June 2021 / Confidential Investor Presentation November 2022

 
2 Disclaimer This document and any related oral presentation does not constitute an offer or invitation to subscribe for, purchase or otherwise acquire any securities or other instruments of Douglas Elliman Inc. (“Douglas Elliman Inc.”, “DOUG” or “the Company”) or its subsidiaries and nothing contained herein or its presentation shall form the basis of any contract or commitment whatsoever. The distribution of this document and any related oral presentation in certain jurisdictions may be restricted by law and persons into whose possession this document or any related oral presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. The information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice and the information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and the market and for making your own independent assessment of the information. You are solely responsible for seeking independent professional advice in relation to the information and any action taken on the basis of the information. The following presentation may contain "forward-looking statements,” including any statements that may be contained in the presentation that reflect the Company’s expectations or beliefs with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the Company, including the risk that changes in Douglas Elliman Inc.’s capital expenditures impact its expected free cash flow and the other risk factors described in Douglas Elliman Inc.’s annual report on Form 10-K for the year ended December 31, 2021 and Form 10-Q for the quarterly period ended September 30, 2022, when filed with the SEC. Please also refer to Douglas Elliman Inc.'s Current Reports on Form 8-K, filed on March 1, 2022 and November 3, 2022 (Commission File Number 1-41054) as filed with the SEC for information, including cautionary and explanatory language, relating to Non-GAAP Financial Measures in this Presentation labeled "Adjusted". Results actually achieved may differ materially from expected results included in these forward-looking statements as a result of these or other factors. Due to such uncertainties and risks, potential investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which such statements are made. The Company disclaims any obligation to, and does not undertake to, update or revise any forward- looking statements in this presentation.

 
3 Investment Highlights Unique Investment Opportunity in Tech-Enabled Residential Real Estate Brokerage with Comprehensive Suite of Real Estate Solutions, Industry-leading Brand Name and Talented Team of Employees and Agents Cutting-edge property technology supportive of agent recruitment, retention and productivity Strong platform for continued long-term growth Comprehensive solution provides for multiple revenue streams and monetization of valuable agent relationships Experienced management team with substantial real estate expertise and a track record of driving long-term growth Industry-leading brand name with a strong presence in most major U.S. luxury markets Attractive financial profile with significant operating leverage and balance sheet strength

 
4 ⚫ Founded in 1911 as a pioneer in the real estate industry that has continued to challenge the status quo through innovation and high- quality service provided by best-in-class real estate agents ⚫ Leading brand associated with service, luxury and forward thinking operating in markets that are primarily densely populated international finance and technology hubs offering housing inventory at premium price points ⚫ Core residential real estate brokerage and world-class development sales and marketing (“DEDM”) business complemented with ancillary services including property management, title and escrow services ⚫ Comprehensive suite of technology-enabled real estate solutions that bring efficiency, market intelligence and competitive advantage to our agents while supporting agent recruitment, retention and productivity ⚫ Technology powered by leading providers and our investments in innovative PropTech companies keeps our agents on the cutting edge with solutions that can be quickly integrated into our infrastructure, while also allowing us to remain asset-light ⚫ With a strong balance sheet and history of reporting operating profits, well-positioned to capitalize on opportunities in the U.S. residential real estate market Douglas Elliman at a Glance Bryant Kirkland Senior Vice President, Treasurer and Chief Financial Officer Marc Bell Senior Vice President, Secretary and General Counsel David Ballard Senior Vice President, Enterprise Efficiency and Chief Technology Officer Howard Lorber Chairman, President and Chief Executive Officer Richard Lampen Director, Executive Vice President and Chief Operating Officer Scott Durkin President and Chief Executive Officer, Douglas Elliman Realty LLC Experienced and Skilled Management Team

 
5 Douglas Elliman’s Geographical Footprint ~6,900 affiliated agents across approximately 110 U.S. offices Alliance with Knight Frank provides an international network of an additional 384 offices across, 51 countries and approximately 16,000 agents #6 Nationally One of the Largest in New York California(3) Colorado(2) Texas Florida(5) New York City New York New Jersey Massachusetts(1) Connecticut GTV: $6.6b Market Share: 5.5% GTV: $1.2b Market Share: 29.5% GTV: $1.3b GTV: $12.4b Market Share: 18.4% New York City GTV: $16.8b Market Share: 20.8% NYC Metro(4) GTV: $10.0b Market Share: 15.4% Massachusetts GTV: $500m Market Share: 12.3% Source: Miller Samuel reports. Note: Market share and rankings represent LTM 9/30/2022 based on gross transaction value (“GTV”). Figures based on transaction close date. GTV in each selected region represents LTM 9/30/2022. Market share is defined as the dollar value of a transaction where Douglas Elliman is represented on either side of the transaction divided by the total dollar volume of transactions in a market. If Douglas Elliman is representing both sides of the transaction, the volume from one side of the transaction is counted. 1) Includes Boston. Market share information does not include 2022 expansion market of Nantucket. 2) Includes Aspen and Snowmass Village. Does not include 2022 expansion into Basalt. 3) Includes Los Angeles (Westside and Downtown), Malibu, Malibu Beach, Orange County and San Diego County. Does not include 2022 expansion into Newport Beach. 4) Includes Long Island, North Fork, Hamptons, Greenwich and Westchester County. Does not include 2022 expansion into New Canaan, CT. 5) Includes Boca Raton / Highland Beach, Coral Gables, Delray Beach, Fort Lauderdale, Palm Beach Gardens, Jupiter, Manalapan, Miami, Palm Beach, St. Petersburg, Tampa, Wellington and West Palm Beach. Market share information does not include 2022 expansion markets of Vero Beach and Ponte Vedra Beach. Entered Market in 2022 Las Vegas

 
6 Comprehensive Solution Provides for Multiple Revenue Streams • DEDM offers expertise in sales, leasing and marketing for new developments throughout key markets in the United States and internationally New Sales and Development Marketing Platform • Advising sellers: Assist in pricing a property and preparing it for sale, advertising, showing to prospective buyers and negotiating terms of sale and closing transaction • Advising buyers: Locating / showing properties and assisting in negotiating terms of sale and closing transaction Residential Real Estate Brokerage • Acts in the capacity of a title insurance agent and sells title insurance to property buyers and mortgage lenders • Leading escrow services provider in select markets including holding escrow funds trust account, delivering documents for property recording and releasing funds to the seller and appropriate parties Title Insurance & Escrow Services • Full range of fee-based management services for cooperative, condominium and rental apartment buildings in New York City, Nassau County, Long Island City and Westchester County Residential Property Management Services

 
7 LTM 9/30/22 Average(8): $1,604 Industry-leading Brand Name with a Strong Presence in U.S. Luxury Markets $1,580.0 $1,128.4 $657.3 $555.1 $351.3 Douglas Elliman Compass Anywhere Redfin eXp Realty Highest Transaction Values in the Industry Average Selling Price (2021)(7) ($ thousands) Leading Presence in Large Luxury Markets ✓ Markets are primarily international finance and technology hubs that are densely populated and offer inventory at premium prices ✓ Large national presence augmented by alliance with Knight Frank, providing an international network of an additional 384 offices across 51 countries with approximately 16,000 agents ✓ Significant market share in several luxury markets including New York, Florida, California, Texas and Colorado, among others ✓ Douglas Elliman is the sixth largest brokerage nationally and one of the largest in New York by sales volume 19% 20% 11% 1% 22% 0% 21% 15% 18% 6% 30% 12% NYC NYC Metro Florida California Colorado Boston 2017 LTM 9/30/22 Market Share by Volume(1) (2) 1) Source: Miller Samuel reports. Market share is defined as the dollar value of a transaction where Douglas Elliman is represented on either side of the transaction divided by the total dollar volume of transactions in a market. If Douglas Elliman is representing both sides of the transaction, the volume from one side of the transaction is counted. 2) Includes Long Island, North Fork, Hamptons, Greenwich and Westchester County. Does not include 2022 expansion into New Canaan, CT. 3) Includes Boca Raton / Highland Beach, Coral Gables, Delray Beach, Fort Lauderdale, Palm Beach Gardens, Jupiter, Manalapan, Miami, Palm Beach, St. Petersburg, Tampa, Wellington and West Palm Beach. Does not include 2022 expansion markets of Vero Beach and Ponte Vedra Beach. 4) Includes Los Angeles (Westside and Downtown), Malibu, Malibu Beach, Orange County and San Diego County. Does not include 2022 expansion into Newport Beach. 5) Includes Aspen and Snowmass Village. Does not include 2022 expansion into Basalt. 6) Includes Boston. Does not include 2022 expansion market of Nantucket. 7) Represents average selling price for publicly traded real estate brokerage firms by volume. 8) Represents average for LTM ended 9/30/2022. (3) (4) (5) (6)

 
8 Cutting-edge Technology Supportive of Agent Recruitment, Retention and Productivity Powered by industry leading technology capabilities developed by innovative PropTech leaders and start-ups • Premier, customizable, mobile-friendly and cloud-based agent portal that integrates all agent resources in one user-friendly suite • Fully mobile-friendly, allowing agents to manage their business anytime, anywhere and on any device, in coordination with Elliman Everywhere platform • AI integrated data assets that back automated and simplified agent workflows that incorporates expansive data-rich dashboards and reports StudioPro • Comprehensive platform which includes a customer relationship management system, digital transaction management and custom DIY marketing templates • Provides agents one place to manage their network, initiate marketing via email, social or print – and even close deals

 
9 * New Valley Ventures PropTech Investee Company MyDouglas | Complete Set of Capabilities Capabilities Solutions Artificial Intelligence (“AI”) and Predictive Analytics Team Management Agent Social Media • Learning Management System • MyDouglas Team Views • Team Deal Management Agent Brand Management VideoBolt – One-Click Video Creation/Virtual Tours • Elliman.com • Custom Property Websites Listing Management CMA • Home Valuation • MyDouglas – Listing Analytics • Digital Ad Campaigns • StudioPro – Open House Management • Regional Listings Insights Current Clients and Customers StudioPro – CRM • StudioPro – Email Marketing • StudioPro – Marketing Center • Client Portal Services Performance Analytics YTD Total GCI Deals and Volume Summary • Commission Check Tracking Deal Management StudioPro – Transaction Management • Title and Escrow Services • MLS Services – Collaborative Home Search • StudioPro – Listing Tour • Scheduling and Coordination • Digitized eSignature • eNotary service Post-Closing Client and Customer Stewardship Home Services • Client Portal • New Development Marketing • Digital Board Packages (NYC only)

 
10 Open Architecture Technology Infrastructure Open Architecture Technology Infrastructure, Kept State-of-the-art Through Strategic Investments in Early Stage PropTech Companies with Technology Purpose-built for the Real Estate Industry Key Benefits of Our Technology Strategy Recent PropTech Investments Financial program that gives real estate agents instant access to future commissions Rewards program which allows renters to earn points on payments Dashboard for real estate agents’ marketing, CRM and transaction management Platform that cuts out inefficiencies of home repairs White label client- facing digital concierge service Automated artificial intelligence platform to aid in home buying Benefits to Agents Benefits to Douglas Elliman • Access to a variety of platforms that cater to agents’ preferred way of doing business – Presented as one integrated platform • Cloud-native, plug & play modular infrastructure – Allows new features and functionality to be rolled out quickly with scalability and vendor optionality • Differentiated and early access to new technology • Ability to service clients post-transaction • MyLearning platform enables agents and employees with online tools for growth and development • Better ROI than in-house development – In-house development is costly, takes longer to bring new tech to market and rarely generates the most cutting-edge solutions – Innovation best fostered in smaller, purpose-built technology firms that operate outside of large corporations • Valuation growth of break-through tech firms • Mission critical technology outsourced to best-in-class technology firms – Website hosting, agent portal, deal & listing management, marketing systems and back-office systems • Gain access to distribution network of approximately 6,900 agents nation-wide • Maintain independence and ability to scale and innovate at “start-up speed” • Incentivizes management of young firms to grow broadly, creating industry-wide solutions that go beyond the needs of just one brokerage Benefits to PropTech Firms Platform that has fleets of electric vehicles that can be shared Platform generates hand- written notes on behalf of sales-oriented professionals

 
11 • Further grow leadership position in New York while entering and expanding into adjoining markets where the Douglas Elliman brand has strong awareness and brand equity, including Florida, California, Colorado and Texas • Recent entry into the Las Vegas, Austin, Dallas and St. Petersburg markets, whose combined annual transaction value is approximately $50 billion • Disciplined regional expansion to protect our luxury brand and keep focus on premium markets • Opportunity to expand markets currently served by more than 50% in terms of annual transaction value Strong Platform for Continued Growth Continue Executing on DEDM Growth Strategy Expand Footprint into Adjoining Markets Expand Ancillary Services to Enhance Client Experience and Drive Growth • Highly successful hybrid platform of matching experienced new development experts with skilled brokerage professionals provides differentiated expertise and real-time market intelligence to clients • Established pipeline provides clear path to expansion into new markets (e.g., Texas) and provides opportunities for medium to long-term growth • Technology to be key differentiator in terms of adoption by agents, delivery to clients and disruption of traditional business models $50.9 $64.3 $72.9 $47.4 $81.9 $78.5 2017 2018 2019 2020 2021 LTM 9/30/22 DEDM Revenue ($ millions) Negative COVID-19 Impact Ancillary Offerings Current Future Renovation Staging Property Management Title Insurance Escrow Security Home Services Market Expansion Opportunity Less than $4bn $4bn - $15bn Greater than $15bn Charleston Clearwater Denver Jacksonville Nashville Raleigh-Durham Charlotte Sacramento County Salt Lake City San Antonio San Francisco Santa Fe Scottsdale Tampa Annual Transaction Value 15 markets representing approximately $125bn of Combined Annual Transaction Value(1) 1) Source: Miller Samuel and other industry reports. Aggregate annual transaction volume based on 3Q’22 annualized figures for selected expansion regions. DC Metro

 
12 California Texas Florida Overview • Purchased Teles Properties in 2017 • Purchased interest in Texas brokerage in 2021 • High profile recruitment of teams in Naples, Vero Beach, Fort Lauderdale and Ponte Vedra Beach in 2021 and 2022 Benefits to Douglas Elliman • Ability to expand in southern California’s luxury markets, such as Beverly Hills, Newport and Brentwood • Added more than $65M Gross Commission Income (“GCI”) and approximately 600 agents and 20 offices • Ability to expand in luxury markets in Texas such as Houston, Dallas and Austin both in residential sales and new development marketing • Added more than $40M GCI, and more than 300 agents in 8 offices • Ability to expand in luxury markets in southwest and north Florida • Added approximately $20M GCI Strong Platform for Continued Growth (Cont.) Continue to Recruit Best-in- Class Agents Opportunistically Pursue Acquisitions and Aqui-hires 91% 90% 94% 88% 2019 2020 2021 LTM 9/30/22 1) Retention, in any particular period, is calculated as the quotient of the prior period revenue generated by agents retained in the subject year period divided by the prior year period revenue generated by all agents, whether or not retained. We use retention as a measure of the stability of the agents that are on the Douglas Elliman platform. • We will continue to seek through M&A attractive groups of agents from core and adjacent markets that fit with our brand and accelerate our growth Retention(1) High profile recruitmentHigh retention Long-tenured agents • In 2021, 86% of revenue was attributable to agents with more than 3 years of tenure • In 2019, 2020 and 2021, average retained agent was ~2.5x to ~3.0x more productive than departed agents

 
13 $201.5 $188.0 $15.2 $20.8 $35.4 $42.5 $16.8 2019 LTM 9/30/22 Other OpEx Technology Activity Driven Operating Expenses Acquisitions Strong Platform for Continued Growth (Cont.) Invest in Compelling PropTech Opportunities that Facilitate Growth and Differentiation Relentlessly Pursue Operational Efficiencies • Grow New Valley Ventures and create a portfolio of PropTech companies that, through our investment and commercial relationships, have access to our operating businesses/distribution, as well as our know-how and experience, to grow their own businesses, while also propelling our growth and competitive differentiation • Invest strategically in early-stage PropTech companies that equip our stakeholders with early and differentiated access to cutting-edge and industry-leading technology built in entrepreneurial environments • Enable us to benefit from potential adjacent revenue streams and valuation growth of breakthrough PropTech firms • Focus on efficiency to continue following recent expense reduction initiatives – $13.5 million of expense savings realized from 2019 to LTM 9/30/2022(2) – 6.7% reduction occurred during inflationary period of 12.7%(4) • Expense discipline a top priority as we seek benefits of operating leverage Real Estate Brokerage Segment Adjusted Operating Expenses(1) ($ millions) 1) Total operating expenses were $787.6 million for the year ended December 31, 2019, $1.251 billion for the year ended December 31, 2021, as well as $936 million and $928.5 million for the nine months ended September 30, 2021, and 2022, respectively, and $1.244 billion for the last twelve months ended September 30, 2022. Real Estate Brokerage Segment Adjusted Operating Expenses is a Non-GAAP Measure and a reconciliation from operating expenses to Real Estate Brokerage Segment Adjusted Operating Expenses is included on page 23. Excludes real estate commissions, direct expenses related to ancillary services, depreciation and amortization, loss on disposal of assets, non-cash stock compensation and expenses associated with the Corporate and other segment. 2) Represents other operating expenses. 3) Discretionary compensation and advertising expenses (associated with level of business). 4) U.S. CPI Urban Consumers increased from 255.361 to 287.708 from June 30, 2019 to March 31, 2022 (midpoint of each period). (3) $268.1 $252.1

 
DOUGLAS ELLIMAN FINANCIAL OVERVIEW

 
15 Attractive Financial Profile 1) As of September 30, 2022. Please see page 21, "Balance Sheet" of Douglas Elliman Inc. The Balance Sheet reports $192.7 million of cash and $3.1 million of current portion of notes payable and other obligations. Disciplined expense management drives significant operating leverage Strong performance across KPIs Operating leverage and limited capital expenditure requirements drive cash flow conversion, supporting future growth initiatives and stockholder dividends Strong balance sheet with approximately $190 million of net cash(1)

 
16 Financial Summary 1) Adjusted EBITDA attributed to Douglas Elliman Inc. is a non-GAAP measure. Net income (loss) was $8.5 million, ($46.4) million, $98.8 million and $33.0 million for the years ended December 31, 2019, 2020 and 2021 and for the last twelve months ended September 30, 2022. Please refer to Page 22 for a reconciliation from Net Income to Adjusted EBITDA attributed to Douglas Elliman Inc. 2) Operating (loss) income for the Real estate brokerage segment was ($3.5) million, ($49.3) million, $102.1 million and $56.8 million for the years ended December 31, 2019, 2020 and 2021 and for the last twelve months ended September 30, 2022. Please refer to Page 22 for a reconciliation from Net Income to Adjusted EBITDA for the Real Estate Brokerage Segment. Revenue Capital Expenditures ($ millions) $8.1 $6.1 $4.1 $7.6 2019 2020 2021 LTM 9/30/22 $784.1 $774.0 $1,353.1 $1,280.1 2019 2020 2021 LTM 9/30/22 Adjusted EBITDA attributed to Douglas Elliman Inc. (1) $5.2 $22.1 $110.7 $53.4 0.7% 2.9% 8.2% 4.2% 2019 2020 2021 LTM 9/30/22 Adj. EBITDA Adj. EBITDA Margin Adjusted EBITDA for Real Estate Brokerage Segment (2) $5.2 $22.1 $110.7 $68.5 0.7% 2.9% 8.2% 5.4% 2019 2020 2021 LTM 9/30/22 Adj. EBITDA Adj. EBITDA Margin

 
17 Business Mix $18.2 $22.4 $24.6 $25.4 $28.1 $28.8 $29.1 $51.2 $48.9 2014 2015 2016 2017 2018 2019 2020 2021 LTM 9/30/22 LTM 9/30/22 Revenue Gross Transaction Value ($ billions) $1,143.8M $78.5M $36.8M $20.9M $1.280B Commissions and Other Brokerage Income – Existing Home Sales Commissions and Other Brokerage Income – Development Marketing Property Management Other Ancillary Services

 
18 Investment Highlights Unique Investment Opportunity in Tech-Enabled Residential Real Estate Brokerage with Comprehensive Suite of Real Estate Solutions, Industry-leading Brand Name and Talented Team of Employees and Agents Cutting-edge property technology supportive of agent recruitment, retention and productivity Strong platform for continued long-term growth Comprehensive solution provides for multiple revenue streams and monetization of valuable agent relationships Experienced management team with substantial real estate expertise and a track record of driving long-term growth Industry-leading brand name with a strong presence in most major U.S. luxury markets Attractive financial profile with significant operating leverage and balance sheet strength

 
APPENDIX

 
20 Combined Consolidated Statement of Operations Year Ended Nine Months Ended LTM 12/31/2019 12/31/2020 12/31/2021 9/30/2021 9/30/2022 9/30/2022 Revenues: Commissions and other brokerage income $742,414 $733,751 $1,292,416 $974,048 $903,917 $1,222,285 Property management 35,461 35,115 37,345 28,289 27,786 36,842 Other ancillary services 6,233 5,121 23,377 16,575 14,144 20,946 Total revenues $784,108 $773,987 $1,353,138 $1,018,912 $945,847 1,280,073 Expenses: Real estate agent commissions 525,233 546,948 985,523 737,767 686,440 934,196 Sales and marketing 76,897 64,097 77,174 59,331 64,145 81,988 Operations and support 65,044 49,895 71,641 56,697 55,872 70,816 General and administrative 96,540 76,134 92,798 64,481 99,227 127,544 Technology 15,236 14,858 15,343 11,302 16,809 20,850 Depreciation and amortization 8,638 8,537 8,561 6,409 6,033 8,185 Loss on disposal of assets - 1,169 - - - - Impairments of goodwill and intangible assets - 58,252 - - - - Restructuring expenses - 3,382 - - - - Operating income (loss) ($3,480) ($49,285) $102,098 $82,925 $17,321 $36,494 Other income: Interest income 600 190 83 65 564 582 Equity in earnings (losses) from equity-method investments 8,472 225 (278) (118) (477) (637) Change in fair value of contingent liability 3,157 2,149 (1,647) (3,252) - 1,605 Investment income 64 843 529 566 3,026 2,989 Income (loss) income before provision for income taxes $8,813 ($46,328) $100,785 $80,186 $20,434 $41,033 Income tax (benefit) expense 354 44 2,133 1,656 8,173 8,650 Net income (loss) $8,459 ($46,372) $98,652 $78,530 $12,261 $32,383 Net loss attributed to non-controlling interest - - 186 120 532 598 Net income (loss) attributed to Douglas Elliman Inc. $8,459 ($46,372) $98,838 $78,650 $12,793 $32,981 Per diluted common share: Net income (loss) attributed to Douglas Elliman Inc. $0.11 ($0.60) $1.27 $1.01 $0.16 $0.42 ($ thousands, except per share amounts)

 
21 Consolidated Balance Sheet December 31, September 30, 2021 2022 ASSETS: Current assets: Cash and cash equivalents $211,623 $192,734 Receivables 32,488 26,684 Agent receivables, net 9,192 14,481 Income taxes receivable, net - 1,241 Restricted cash and cash equivalents 15,336 5,717 Other current assets 12,166 16,123 Total current assets $280,805 $256,980 Property, plant and equipment, net 39,381 40,734 Operating lease right-of-use assets 123,538 120,376 Long-term investments at fair value 8,094 11,436 Contract assets, net 28,996 35,991 Goodwill 32,571 32,230 Other intangible assets, net 74,421 73,844 Equity-method investments 2,521 1,615 Other assets 4,842 6,853 Total assets $595,169 $580,059 LIABILITIES AND STOCKHOLDERS’ EQUITY: Current liabilities: Current portion of notes payable and other obligations $12,527 $3,146 Current operating lease liabilities 22,666 22,701 Income taxes payable, net 1,240 - Accounts payable 5,874 7,263 Commissions payable 35,766 26,783 Accrued salaries and benefits 25,446 17,492 Contract liabilities 6,689 7,002 Other current liabilities 22,259 18,641 Total current liabilities $132,467 $103,028 Notes payable and other obligations less current portion 176 161 Deferred income taxes, net 11,412 11,605 Non-current operating lease liability 129,496 123,482 Contract liabilities 39,557 51,053 Other liabilities 188 96 Total liabilities $313,296 $289,425 Commitments and contingencies - - Stockholders’ equity Common stock and additional paid-in-capital 279,312 287,625 Retained earnings 622 1,227 Non-controlling interest 1,939 1,782 Total stockholders’ equity $281,873 $290,634 Total liabilities and stockholders’ equity $595,169 $580,059 ($ thousands)

 
22 1) Represents equity in (earnings) losses recognized from Douglas Elliman’s investment in equity method investments that are accounted for under the equity method and are not consolidated in Douglas Elliman’s financial results. 2) Represents restructuring related to Douglas Elliman Realty, LLC’s realignment of administrative support functions, office locations and business model. 3) Represents non-cash intangible asset impairment charges related to the goodwill and trademark of Douglas Elliman Realty, LLC. 4) Represents amortization of stock-based compensation. $3,278 is attributable to the Real estate brokerage segment and $5,198 is attributable to the Corporate and other segment for the nine months ended and last twelve months ended September 30, 2022. Adjusted EBITDA Reconciliation Year Ended Nine Months Ended LTM 12/31/2019 12/31/2020 12/31/2021 9/30/2021 9/30/2022 9/30/2022 Net income (loss) $8,459 ($46,372) $98,838 $78,650 $12,793 $ 32,981 Interest income, net (600) (190) (83) (65) (564) (582) Income tax expense 354 44 2,133 1,656 8,173 8,650 Net loss attributed to non-controlling interest - - (186) (120) (532) (598) Depreciation and amortization 8,638 8,537 8,561 6,409 6,033 8,185 Equity in (earnings) losses from equity method investments(1) (8,472) 225 278 118 477 637 Restructuring(2) - 3,382 - - - - Loss on disposal of assets - 1,169 - - - - Impairments of goodwill and other intangible assets(3) - 58,252 - - - - Change in fair value of contingent liability (3,157) (2,149) 1,647 3,252 - (1,605) Stock-based compensation expense(4) - - - - 8,476 8,476 Other, net (64) (843) (529) (566) (3,026) (2,989) Adjusted EBITDA attributed to non-controlling interest - - 40 57 222 205 Adjusted EBITDA attributed to Douglas Elliman $5,158 $22,055 $110,699 $89,391 $32,052 $53,360 Operating Income by Segment Real estate brokerage ($3,480) ($49,285) $102,098 $82,925 $37,619 $56,792 Corporate and other - - - - (20,298) (20,298) Total ($3,480) ($49,285) $102,098 $82,925 $17,321 $36,494 Adjusted EBITDA Attributed to Douglas Elliman by Segment Real estate brokerage $5,158 $22,055 $110,699 $89,391 $47,152 $68,460 Corporate and other - - - - (15,100) (15,100) Total $5,158 $22,055 $110,699 $89,391 $32,052 $53,360 Number of transactions 23,479 22,686 32,400 24,093 22,213 30,520 ($ thousands)

 
23 Adjusted Operating Expenses Reconciliation Year Ended Year Ended Nine Months Ended LTM 12/31/2019 12/31/2021 9/30/2021 9/30/2022 9/30/2022 Total Operating Expenses(1) $787,588 $1,251,040 $935,987 $928,526 $1,243,579 Items excluded from total expenses to determine Real Estate Brokerage Segment Adjusted Operating Expenses Real estate agent commissions (525,233) (985,523) (737,767) (686,440) (934,196) Variable expenses related to ancillary services(2) (1,461) (10,334) (7,033) (6,026) (9,327) Depreciation and amortization (8,638) (8,561) (6,409) (6,033) (8,185) Loss on disposal of assets(3) (136) (186) (29) (11) (168) Non-cash stock compensation - real estate brokerage segment - - - (3,278) (3,278) Operating expenses - Corporate and other segment - - - (20,298) (20,298) Real Estate Brokerage Segment Adjusted Operating Expenses $252,120 $246,436 $184,749 $206,440 $268,127 ($ thousands) 1) Operating expenses include expenses reflected in the Company's Combined Consolidated Statements of Operations (for all periods presented) under the category "Expenses" and classified as "Real estate agent commissions", "Sales and marketing", "Operations and support", "General and administrative", "Technology“ and "Depreciation and amortization.” 2) Included in "Operations and support" in the Company's Combined Consolidated Statements of Operations for all periods presented. 3) Included in "General and administrative” on the Company's Combined Consolidated Statements of Operations for all periods presented.