Item 2.02. Results of Operations and Financial Condition
On August 5, 2022, Douglas Elliman Inc. (NYSE:DOUG) (the “Company” or “Douglas
Elliman”) announced its financial results for the three and six months ended
June 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 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 June 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 June 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.
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Item 9.01. Financial Statements and Exhibit
(d) Exhibits.
Exhibit No. Exhibit
99.1 Press Release issued on August 5, 2022, regarding financial results for the
second quarter ended June 30, 2022.
99.2 Investor presentation of Douglas Elliman Inc. dated August 2022 (furnished
pursuant to Regulation FD).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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