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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DOUGLAS ELLIMAN INC.
(Exact name of registrant as specified in its charter)
Delaware1-4105487-2176850
(State or other jurisdiction of incorporationCommission File Number(I.R.S. Employer Identification No.)
incorporation or organization)
4400 Biscayne Boulevard
Miami, Florida 33137
305-579-8000
(Address, including zip code and telephone number, including area code,
of the principal executive offices)
Securities Registered Pursuant to 12(b) of the Act:
Title of each class: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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes o No
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filerNon-accelerated filerSmaller reporting companyEmerging Growth Company
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
    Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No
    At August 2, 2024, Douglas Elliman Inc. had 91,832,616 shares of common stock outstanding.



DOUGLAS ELLIMAN INC.

FORM 10-Q

TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Douglas Elliman Inc. Condensed Consolidated Financial Statements (Unaudited):
 Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023
Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2024 and 2023
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023
Notes to Condensed Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
SIGNATURE

1

DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
June 30,
2024
December 31,
2023
ASSETS:
Current assets:
Cash and cash equivalents$92,864 $119,808 
Receivables27,503 21,809 
Agent receivables, net13,503 11,721 
Income taxes receivable, net 5,292 
Restricted cash and cash equivalents7,557 7,171 
Other current assets20,032 15,474 
Total current assets161,459 181,275 
Property, plant and equipment, net38,665 39,718 
Operating lease right-of-use assets99,676 108,172 
Long-term investments (includes $4,204 and $3,983 at fair value)
11,192 12,871 
Contract assets, net39,277 36,040 
Goodwill32,230 32,230 
Other intangible assets, net72,634 72,964 
Deferred income taxes, net 977 
Equity-method investments1,970 1,960 
Other assets6,827 7,212 
Total assets$463,930 $493,419 
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Current operating lease liability20,533 22,235 
Income taxes payable, net337  
Accounts payable2,725 6,136 
Commissions payable23,405 24,561 
Accrued salaries and benefits3,369 12,912 
Contract liabilities14,831 11,234 
Other current liabilities25,672 20,171 
Total current liabilities90,872 97,249 
Non-current operating lease liabilities103,165 110,705 
Contract liabilities62,075 51,178 
Litigation settlement10,000  
Other liabilities310 133 
Total liabilities266,422 259,265 
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock, par value $0.01 per share, 10,000,000 shares authorized
  
Common stock, par value $0.01 per share, 250,000,000 shares authorized, 91,714,666 and 87,925,412 shares issued and outstanding
917 879 
Additional paid-in capital286,685 279,904 
Accumulated deficit(90,691)(47,552)
Total Douglas Elliman Inc. stockholders' equity196,911 233,231 
Non-controlling interest597 923 
Total stockholders' equity197,508 234,154 
Total liabilities and stockholders' equity$463,930 $493,419 

The accompanying notes are an integral part of the condensed consolidated financial statements.
2


DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
Unaudited
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Revenues:
Commissions and other brokerage income$272,313 $262,489 $460,578 $464,525 
Property management9,694 9,375 18,741 18,152 
Other ancillary services3,744 4,048 6,671 7,217 
       Total revenues285,751 275,912 485,990 489,894 
Expenses:
Real estate agent commissions216,457 204,802 365,473 360,904 
Sales and marketing22,153 22,161 43,451 43,400 
Operations and support17,999 17,324 36,798 36,217 
General and administrative24,855 31,259 51,871 63,554 
Technology5,433 6,163 11,276 12,175 
Depreciation and amortization1,929 1,993 3,910 4,032 
Litigation settlement  17,750  
Restructuring598 507 598 1,717 
Operating loss(3,673)(8,297)(45,137)(32,105)
Other income (expenses):
Interest income, net1,048 1,370 2,424 2,475 
Equity in losses from equity-method investments(2)(80)(13)(153)
Investment and other gains1,020 536 629 82 
Loss before provision for income taxes(1,607)(6,471)(42,097)(29,701)
Income tax expense (benefit)173 (1,293)1,368 (6,683)
Net loss(1,780)(5,178)(43,465)(23,018)
Net loss (income) attributed to non-controlling interest116 (41)326 175 
Net loss attributed to Douglas Elliman Inc.$(1,664)$(5,219)$(43,139)$(22,843)
Per basic common share:
Net loss applicable to common shares attributed to Douglas Elliman Inc.$(0.02)$(0.06)$(0.52)$(0.28)
Per diluted common share:
Net loss applicable to common shares attributed to Douglas Elliman Inc.$(0.02)$(0.06)$(0.52)$(0.28)

The accompanying notes are an integral part of the condensed consolidated financial statements.
3


DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Dollars in Thousands, Except Share Amounts)
Unaudited


Douglas Elliman Inc. Stockholders' Equity
Additional Paid-InNon-controlling
Common StockRetained
SharesAmountCapitalEarningsInterestTotal
Balance as of April 1, 202491,535,412 $915 $283,223 $(89,027)$713 $195,824 
Net loss— — — (1,664)(116)(1,780)
Restricted stock grants407,800 4 (4)— —  
Withholding of shares as payment of tax liabilities in connection with restricted stock vesting(9,921)— (11)— — (11)
Restricted stock grant cancelled(218,625)(2)2 — —  
Stock-based compensation— — 3,475 — — 3,475 
Balance as of June 30, 202491,714,666 $917 $286,685 $(90,691)$597 $197,508 


Douglas Elliman Inc. Stockholders' Equity
Additional Paid-InNon-controlling
Common StockRetained
SharesAmountCapitalEarningsInterestTotal
Balance as of April 1, 202384,416,022 $844 $271,678 $(22,624)$1,321 $251,219 
Net (loss) income— — — (5,219)41 (5,178)
Distributions and dividends on common stock(372)— (1)— — (1)
Withholding of shares as payment of tax liabilities in connection with restricted stock vesting(3,935)— (11)— — (11)
Effect of stock dividend4,220,604 42 (42)— —  
Stock-based compensation— — 3,401 — — 3,401 
Balance as of June 30, 202388,632,319 $886 $275,025 $(27,843)$1,362 $249,430 

The accompanying notes are an integral part of the condensed consolidated financial statements.
4


Douglas Elliman Inc. Stockholders' Equity
Additional Paid-InNon-
controlling
Common StockAccumulated
SharesAmountCapitalDeficitInterestTotal
Balance as of January 1, 202487,925,412 $879 $279,904 $(47,552)$923 $234,154 
Net loss— — — (43,139)(326)(43,465)
Restricted stock grants4,017,800 40 (40)— —  
Withholding of shares as payment of tax liabilities in connection with restricted stock vesting(9,921)— (11)— — (11)
Restricted stock grant cancelled(218,625)(2)2 — —  
Stock-based compensation— — 6,830 — — 6,830 
Balance as of June 30, 202491,714,666 $917 $286,685 $(90,691)$597 $197,508 


Douglas Elliman Inc. Stockholders' Equity
Additional Paid-InNon-
controlling
Common StockAccumulated
SharesAmountCapitalDeficitInterestTotal
Balance as of January 1, 202380,881,022 $809 $273,111 $(5,000)$1,537 $270,457 
Net loss— — — (22,843)(175)(23,018)
Distributions and dividends on common stock ($0.05 per share)
(372)— (4,222)— — (4,222)
Restricted stock grants3,535,000 35 (35)— —  
Withholding of shares as payment of tax liabilities in connection with restricted stock vesting(3,935)— (11)— — (11)
Effect of stock dividend4,220,604 42 (42)— —  
Stock-based compensation— — 6,224 — — 6,224 
Balance as of June 30, 202388,632,319 $886 $275,025 $(27,843)$1,362 $249,430 
The accompanying notes are an integral part of the condensed consolidated financial statements.
5


DOUGLAS ELLIMAN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Unaudited
Six Months Ended
June 30,
20242023
Cash flows from operating activities:
Net loss$(43,465)$(23,018)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3,910 4,032 
Non-cash stock-based compensation expense6,830 6,224 
Loss on sale of assets205  
Deferred income taxes977 (6,682)
Net gains on investment securities(629)(82)
Equity in losses from equity-method investments13 153 
Non-cash lease expense10,991 10,877 
Provision for credit losses2,243 2,750 
Changes in assets and liabilities:
Receivables(9,719)(5,358)
Income taxes receivables, net5,629 (100)
Accounts payable and accrued liabilities934 14,148 
Operating right-of-use assets and operating lease liabilities, net(11,737)(11,414)
Accrued salary and benefits(9,543)(11,709)
Litigation settlement10,000  
Other7,388 (2,961)
Net cash used in operating activities(25,973)(23,140)
Cash flows from investing activities:
Purchase of debt securities (25)
Proceeds from sale or liquidation of long-term investments2,523 408 
Purchase of equity securities (300)
Purchase of long-term investments(185)(180)
Capital expenditures(2,967)(4,614)
Net cash used in investing activities(629)(4,711)
Cash flows from financing activities:
Dividends on common stock (4,222)
Withholding of shares as payment of payroll tax liabilities in connection with restricted stock vesting(11)(11)
Net cash used in financing activities(11)(4,233)
Net decrease in cash, cash equivalents and restricted cash(26,613)(32,084)
Cash, cash equivalents and restricted cash, beginning of period129,517 171,382 
Cash, cash equivalents and restricted cash, end of period$102,904 $139,298 

The accompanying notes are an integral part of the condensed consolidated financial statements.
6

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands, Except Per Share Amounts)
Unaudited
1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Basis of Presentation:
Douglas Elliman Inc. (“Douglas Elliman” or the “Company”) is engaged in the real estate services and property technology investment business and is seeking to acquire or invest in additional real estate services and property technology, 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 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.
7

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

(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 six months ended June 30, 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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Net loss attributed to Douglas Elliman Inc.$(1,664)$(5,219)$(43,139)$(22,843)
Income attributable to participating securities   (307)
Net loss available to common stockholders attributed to Douglas Elliman Inc.$(1,664)$(5,219)$(43,139)$(23,150)
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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Weighted-average shares for basic and diluted EPS83,336,516 82,195,791 83,335,308 82,194,781 
(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.
8

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

The components of “Cash, cash equivalents and restricted cash” in the condensed consolidated statements of cash flows were as follows:
June 30,
2024
December 31,
2023
Cash and cash equivalents$92,864 $119,808 
Restricted cash and cash equivalents included in current assets7,557 7,171 
Restricted cash and cash equivalents included in other assets2,483 2,538 
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows$102,904 $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 as of June 30, 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 $2,100 under the Transition Services Agreement during the three and six months ended June 30, 2024 and 2023, respectively. The Company paid Vector Group $1,000 and $1,595 under the Aircraft Lease Agreements during the three and six months ended June 30, 2024, respectively, and $734 and $1,296 for the three and six months ended June 30, 2023, respectively.
Real estate commissions. Real estate commissions include commissions of approximately $793 and $2,017 for the three and six months ended June 30, 2024, respectively, and $0 and $842 for the three and six months ended June 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.
9

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

(h) Investment and Other Gains:
Investment and other gains consist of the following:
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net gains recognized on PropTech convertible trading debt securities$ $540 $ $188 
Net unrealized gains (losses) recognized on long-term investments at fair value39 (4)128 (106)
Net gains recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient981  501  
Investment and other gains$1,020 $536 $629 $82 
(i) Restructuring:
Employee severance and benefits expensed for the six months ended June 30, 2023 relate entirely to the reduction in staff and are cash charges. The amount expensed for the six months ended June 30, 2023 was $1,717 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 six months ended June 30, 2024:
Employee Severance and Benefits
Severance liability balance at January 1, 2024$767 
Severance expense598 
Severance payments(860)
Severance liability at June 30, 2024
$505 
(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.
10

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

(k) Subsequent Events:
The Company has evaluated subsequent events through August 9, 2024, the date the financial statements were issued. On July 2, 2024, the Company issued $50,000 in aggregate principal amount of senior secured convertible notes (the “Convertible Notes”) due on July 2, 2029 to funds advised by Kennedy Lewis Investment Management LLC (“KLIM”). The Convertibles Notes bear interest at a rate of 7.0% per annum payable in cash, or, at the Company’s election, 8.0% per annum paid in kind, due semi-annually. The Convertible Notes are convertible into common stock at an initial conversion rate equal to $1.50 per share, subject to certain customary anti-dilution adjustments. The Company intends to use the net proceeds from the sale of the Convertible Notes for general corporate purposes.
(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.

2.    REVENUE RECOGNITION
Disaggregation of Revenue
In the following tables, revenue is disaggregated by major services line and primary geographical market:
11

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

Three Months Ended June 30, 2024
New York CityNortheastSoutheastWestTotal
Revenues:
Commission and other brokerage income - existing home sales$78,786 $50,620 $78,082 $53,685 $261,173 
Commission and other brokerage income - development marketing6,202 156 3,597 1,185 11,140 
Property management revenue9,508 186   9,694 
Escrow and title fees210 108 19 3,407 3,744 
Total revenue$94,706 $51,070 $81,698 $58,277 $285,751 
Three Months Ended June 30, 2023
New York CityNortheastSoutheastWestTotal
Revenues:
Commission and other brokerage income - existing home sales$82,448 $48,948 $66,889 $50,095 $248,380 
Commission and other brokerage income - development marketing6,900 242 6,217 750 14,109 
Property management revenue9,195 180   9,375 
Escrow and title fees526 227  3,295 4,048 
Total revenue$99,069 $49,597 $73,106 $54,140 $275,912 
Six Months Ended June 30, 2024
New York CityNortheastSoutheastWestTotal
Revenues:
Commission and other brokerage income - existing home sales$128,026 $85,206 $135,712 $93,938 $442,882 
Commission and other brokerage income - development marketing10,921 221 4,922 1,632 17,696 
Property management revenue18,354 387   18,741 
Escrow and title fees421 257 19 5,974 6,671 
Total revenue$157,722 $86,071 $140,653 $101,544 $485,990 
Six Months Ended June 30, 2023
New York CityNortheastSoutheastWestTotal
Revenues:
Commission and other brokerage income - existing home sales$140,246 $82,053 $121,343 $87,994 $431,636 
Commission and other brokerage income - development marketing14,663 861 16,277 1,088 32,889 
Property management revenue17,775 377   18,152 
Escrow and title fees925 437  5,855 7,217 
Total revenue$173,609 $83,728 $137,620 $94,937 $489,894 
Contract Balances
The following table provides information about contract assets and contract liabilities from development marketing and commercial leasing contracts with customers:
12

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

June 30,
2024
December 31, 2023
Receivables, which are included in receivables$2,114 $1,846 
Contract assets, net, which are included in other current assets8,899 6,030 
Contract assets, net, which are in other assets39,277 36,040 
Payables, which are included in commissions payable1,552 1,357 
Contract liabilities, which are in current liabilities14,831 11,234 
Contract liabilities, which are in other liabilities62,075 51,178 
The Company recognized revenue of $3,053 ($2,163 of consulting, administration and net commissions) and $4,216 ($2,987 of consulting, administration and net commissions) for the three and six months ended June 30, 2024, respectively, that were included in the contract liabilities balances at December 31, 2023. The Company recognized revenue of $7,568 ($4,847 of consulting, administration and net commissions) and $11,362 ($6,461 of consulting, administration and net commissions) for the three and six months ended June 30, 2023, respectively, that were included in the contract liabilities balances at December 31, 2022.

3.    CURRENT EXPECTED CREDIT LOSSES
Real estate broker agent receivables: Douglas Elliman Realty is exposed to credit losses for various amounts due from real estate agents, which are included in Agent receivables, net 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 $5,506 and $5,575 at June 30, 2024 and December 31, 2023, respectively.
The following table summarizes changes in the allowance for credit losses for the six months ended June 30, 2024:
January 1,
2024
Current Period ProvisionWrite-offsRecoveriesJune 30,
2024
Allowance for credit losses:
Real estate broker agent receivables$5,575 $2,242 (1)$2,311 $ $5,506 
_____________________________
(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 six months ended June 30, 2023:
January 1,
2023
Current Period ProvisionWrite-offsRecoveriesJune 30,
2023
Allowance for credit losses:
Real estate broker agent receivables$10,916 $2,750 (1)$1,320 $ $12,346 
_____________________________
(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.
13

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

4.    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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Operating lease cost$7,682 $8,320 $16,260 $16,645 
Short-term lease cost193 375 449 653 
Variable lease cost1,072 1,052 2,061 2,130 
Less: Sublease income(31)(156)(87)(309)
Total lease cost$8,916 $9,591 $18,683 $19,119 
Supplemental cash flow information related to leases was as follows:
Six Months Ended
June 30,
20242023
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases$17,020 $17,231 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases3,469 6,296 
Supplemental balance sheet information related to leases was as follows:
June 30,December 31,
20242023
Weighted average remaining lease term:
Operating leases6.146.38
Weighted average discount rate:
Operating leases8.66 %8.63 %
As of June 30, 2024, maturities of lease liabilities were as follows:
Operating Leases
Period Ending December 31: 
Remainder of 2024$15,720 
202528,886 
202626,263 
202723,224 
202820,266 
202916,214 
Thereafter31,049 
Total lease payments161,622 
 Less imputed interest(37,924)
Total$123,698 
14

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

As of June 30, 2024, the Company had $86 undiscounted lease payments relating to real estate leases that have not yet commenced. The operating leases will commence in the third quarter of 2024 with lease terms ranging between 1.4 years and 1.5 years.

5.    LONG-TERM INVESTMENTS
Long-term investments consisted of the following:
June 30,
2024
December 31, 2023
PropTech convertible trading debt securities$1,162 $1,162 
Long-term investment securities at fair value (1)
3,042 2,821 
PropTech investments at cost8,150 8,888 
PropTech investments under equity method565 570 
Total investments12,919 13,441 
Less PropTech current convertible trading debt securities (2)
1,162  
Less PropTech investments accounted for under the equity method (3)
565 570 
Total long-term investments$11,192 $12,871 
_____________________________
(1) These assets are measured at net asset value (“NAV”) as a practical expedient under ASC 820.
(2) These amounts are included in “Other current assets” on the condensed consolidated balance sheets.
(3) These amounts are included in “Equity-method investments” on the condensed consolidated balance sheets.
Net realized and unrealized gains recognized on long-term investment securities were as follows:
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net realized gains recognized on PropTech convertible trading debt securities$ $540 $ $188 
Net unrealized gains (losses) recognized on long-term investments at fair value39 (4)128 (106)
Net gains recognized on long-term investment securities without a readily determinable fair value that does not qualify for the NAV practical expedient981  501  
Net realized and unrealized gains recognized on long-term investment securities$1,020 $536 $629 $82 
(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 and six months ended June 30, 2024 and 2023, respectively:
Three Months EndedSix Months Ended
June 30,June 30,
2024202320242023
Net unrealized gains (losses) recognized on long-term investment at fair value$39 $(4)$128 $(106)
15

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

The Company has unfunded commitments of $733 related to long-term investment securities at fair value as of June 30, 2024.
(c) Equity Securities Without Readily Determinable Fair Values That Do Not Qualify for the NAV Practical Expedient
Equity securities without readily determinable fair values that do not qualify for the NAV practical expedient consisted of investments in various limited liability companies as of June 30, 2024. The total carrying value of equity securities without readily determinable fair values that do not qualify for the NAV practical expedient was $8,150 as of June 30, 2024 and $8,888 at December 31, 2023, respectively. The Company recorded an impairment of $489 for the six months ended June 30, 2024. The impairment was included in “Investment and other gains” on the condensed consolidated statements of operations. No impairment or other adjustments related to observable price changes in orderly transactions for identical or similar investments were identified for the three and six months ended June 30, 2023.

6. EQUITY METHOD INVESTMENTS
Equity method investments consisted of the following:
June 30, 2024December 31, 2023
Ancillary services ventures$1,970 $1,960 
At June 30, 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 $1,970 as of June 30, 2024.

16

DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

7.    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.
In October 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).
In November 2023, additional individual plaintiffs filed an action on behalf of a putative national class of home buyers in the Northern District of Illinois against certain real estate brokerage firms, including the Company, alleging anticompetitive behavior, in violation of antitrust laws, and state consumer protection laws, as well as asserting an unjust enrichment claim (the Batton case). In June 2024, plaintiffs voluntarily dismissed this action without prejudice. Thereafter, on June 11, 2024, plaintiffs’ counsel from the Batton case added the Company to a previously filed action on behalf of a putative national class of home buyers in the Southern District of Florida (the Lutz case). The allegations and claims in the Lutz case are similar to the Batton case.
In November 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).
In December 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).
In December 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.
In January 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.
Multidistrict Litigation. In December 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, March, and Whaley, and several other actions in which the Company is not named as a defendant, in the Northern District of Illinois. Many of the defendants opposed plaintiffs’ motion to transfer and centralize the antitrust actions. The Judicial Panel on Multidistrict Litigation denied the motion on March 28, 2024, with leave to refile at a later date.
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DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

In April 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 stayed the case as against the Company pending final approval of the Settlement Agreement. The final approval hearing for the settlement will take place on October 31, 2024.
After preliminary approval, the Company obtained stays of the remaining actions against it, other than the Lutz case.
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 paid into an escrow fund $7,750 on June 12, 2024, and agreed to pay two $5,000 contingent payments subject to certain financial contingencies on or before December 31, 2027 (collectively, the “Settlement Amount”). The contingent payments may be accelerated under certain circumstances. The Company recognized an expense of $17,750 for the six months ended June 30, 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.

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DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

8.    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 June 30, 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 EndedSix Months Ended
June 30,June 30,
2024202320242023
Loss before provision for income taxes$(1,607)$(6,471)$(42,097)$(29,701)
Income tax benefit(330)(1,456)(8,630)(6,683)
Changes in effective tax rates 163   
Current period valuation allowance503  9,021  
Change in prior year valuation allowance  977  
Income tax expense (benefit)$173 $(1,293)$1,368 $(6,683)

9.    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 June 30, 2024
DescriptionTotalQuoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)


Significant Unobservable Inputs
(Level 3)
Total Gains (Losses)
Assets:
Money market funds (1)
$42,262 $42,262 $ $ 
U.S. treasury bills (2)
41,898 41,898   
Certificates of deposit (3)
507  507  
PropTech convertible trading debt securities1,162   1,162 
Long-term investments
Long-term investment securities at fair value (4)
3,042    
    Total assets$88,871 $84,160 $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 $7,557 that is included in current restricted cash and cash equivalents and $2,483 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.
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DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

(4)In accordance with ASC 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
DescriptionTotalQuoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)


Significant Unobservable Inputs
(Level 3)
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 securities1,162   1,162 
Long-term investment securities at fair value (4)
2,821    
Total long-term investments3,983   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 ASC 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 ASC 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 June 30, 2024:
Quantitative Information about Level 3 Fair Value Measurements
Fair Value at
June 30,
2024
Valuation
Technique
Unobservable
Input
Range
(Actual)
PropTech convertible trading debt securities$1,162 Discounted cash flowInterest rate
5%
Maturity
 Feb 2025
Volatility40.25%
Discount rate
30.37%
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DOUGLAS ELLIMAN INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(Dollars in Thousands, Except Per Share Amounts)
Unaudited

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,
2023
Valuation TechniqueUnobservable
Input
Range
(Actual)
PropTech convertible trading debt securities$1,162 Discounted cash flowInterest 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 June 30, 2024 and December 31, 2023, respectively.



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