<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ to ________
-------------------------
Commission File Number 1-14373
INSIGNIA FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 56-2084290
(State of Incorporation) (I.R.S. Employer Identification No.)
200 PARK AVENUE, NEW YORK, NEW YORK 10166
(Address of Principal Executive Offices) (Zip Code)
(212) 984-8033
(Registrant's Telephone Number, Including Area Code)
-------------------------
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. Yes [X] No [ ]
At November 1, 2000 the Registrant had 21,458,288 shares of Common Stock
outstanding.
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<PAGE>
INSIGNIA FINANCIAL GROUP, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
----------
INDEX
----------
Page
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income for the
Three and Nine Months Ended September 30, 2000 and 1999........ 2
Condensed Consolidated Balance Sheets
at September 30, 2000 and December 31, 1999.................... 3
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2000 and 1999.......... 4
Notes to Condensed Consolidated Financial Statements............. 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 17
Item 3. Quantitative and Qualitative Disclosure of Market Risk....... 26
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings............................................ 27
Item 4. Submission of Matters to a Vote of Security Holders.......... 27
Item 6. Exhibits and Reports on Form 8-K............................. 28
SIGNATURES.................................................................. 29
1
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
-----------------------------
INSIGNIA FINANCIAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------ ------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Real estate services $ 219,892 $193,223 $ 639,061 $ 464,029
Property operations 1,509 397 3,453 1,184
----------- ------------- ------------- -------------
221,401 193,620 642,514 465,213
----------- ------------- ------------- -------------
COSTS AND EXPENSES
Real estate services 190,984 169,719 563,861 420,630
Property operations 1,193 308 2,846 899
Internet-based businesses 4,229 -- 17,969 --
Administrative 3,757 2,620 11,563 7,247
Depreciation 3,881 2,143 11,009 4,862
Amortization of intangibles 6,533 6,410 19,310 17,331
----------- ------------- ------------- -------------
210,577 181,200 626,558 450,969
----------- ------------- ------------- -------------
Operating income 10,824 12,420 15,956 14,244
OTHER INCOME AND EXPENSES:
Gain on life insurance proceeds 19,100 -- 19,100 --
Gain on sale of marketable securities 888 -- 888 --
Merger related expenses -- -- -- (5,533)
Interest and other income 1,854 1,190 5,130 3,452
Interest expense (3,629) (2,867) (9,417) (5,386)
Foreign currency transaction gains 1,167 -- 2,448 --
Equity earnings in real estate ventures 250 69 2,891 1,991
Minority interests in Internet-based
businesses -- -- 900 --
----------- ------------- ------------- -------------
Income before income taxes 30,454 10,812 37,896 8,768
Provision for income taxes 3,426 5,406 12,413 5,435
----------- ------------- ------------- -------------
Net income $ 27,028 $ 5,406 $ 25,483 $ 3,333
Per share amounts:
- basic $ 1.25 $ .25 $ 1.18 $ .16
============ ============= ============= =============
- assuming dilution $ 1.11 $ .24 $ 1.05 $ .15
============ ============= ============= =============
Weighted average common shares and
assumed conversions:
- basic 21,338 21,275 21,095 21,461
============ ============= ============= =============
- assuming dilution 24,317 22,463 24,353 22,964
============ ============= ============= =============
----------------------------------------------------------------------------------------------------------------------
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
2
<PAGE>
INSIGNIA FINANCIAL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
(Unaudited) (Note)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 68,425 $ 61,600
Receivables 278,761 198,364
Mortgage loans held for sale 11,170 8,290
Insurance proceeds receivable 20,000 --
Restricted cash 6,339 13,685
Property and equipment 79,605 60,842
Real estate interests 98,792 76,298
Investments 15,252 10,095
Property management contracts 24,255 30,802
Costs in excess of net assets of acquired businesses 299,740 311,481
Other assets 25,619 23,856
------------- -------------
Total assets $ 927,958 $ 795,313
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable $ 28,825 $ 25,306
Commissions payable 137,519 82,547
Accrued incentives 43,352 44,509
Accrued and sundry liabilities 83,813 85,560
Loss in excess of investment 3,222 --
Notes payable 135,350 129,632
Mortgage warehouse line of credit 9,664 6,235
Real estate mortgage notes payable 45,666 28,455
------------- -------------
487,411 402,244
Stockholders' Equity:
Common Stock, par value $.01 per share - authorized
80,000,000 shares, 21,408,027 (2000) and 20,719,862
(1999) issued and outstanding shares, net of 1,502,600
(2000 and 1999) shares held in treasury 214 207
Preferred Stock, par value $.01 per share - authorized
20,000,000 shares, 250,000 (2000) issued and outstanding
shares 3 --
Additional paid-in capital 413,087 382,784
Notes receivable for common stock (2,181) (1,758)
Retained earnings 36,962 11,954
Accumulated other comprehensive income (loss) (7,538) (118)
------------- -------------
Total stockholders' equity 440,547 393,069
------------- -------------
Total liabilities and stockholders' equity $ 927,958 $ 795,313
============= =============
NOTE: The Balance Sheet at December 31, 1999 has been derived from the
audited financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
------------------------------------------------------------------------------------------------------
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
3
<PAGE>
INSIGNIA FINANCIAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------
2000 1999
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 25,483 $ 3,333
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 30,319 22,193
Merger related expenses -- 5,533
Equity earnings in real estate ventures (2,891) (1,991)
Foreign currency transaction gains (2,448) --
Gain on life insurance proceeds (19,100) --
Gain on sale of internet stock (888) --
Loss on write-off of internet investment 2,468 --
Changes in operating assets and liabilities:
Receivables (83,567) (26,863)
Other assets 2,777 (2,153)
Accounts payable and accrued expenses 7,509 (293)
Commissions payable 54,972 16,613
------------ --------------
Net cash provided by operating activities 14,634 16,372
INVESTING ACTIVITIES
Additions to property and equipment, net (24,390) (16,208)
Investment in internet-based business (14,813) --
Proceeds from sale of internet stock 1,293
Purchase of property for internet-based business (6,084) --
Payments made for acquisition of businesses (9,953) (111,738)
(Increase) decrease in mortgage loans held for sale (2,880) 4,448
Investment in real estate (30,195) (20,706)
Distributions from real estate investments 14,697 17,494
Net decrease (increase) in restricted cash 7,346 (6,825)
------------ --------------
Net cash used in investing activities (64,979) (133,535)
------------ --------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,032 798
Proceeds from issuance of preferred stock 24,949 --
Proceeds from exercise of stock options 1,813 1,055
Purchase of treasury stock -- (12,494)
Net advances (payments) on mortgage warehouse line of credit 3,429 (6,156)
Payments on notes payable (7,557) (2,727)
Proceeds from notes payable 16,374 121,765
Proceeds from real estate mortgage note payable 17,211 13,551
------------ --------------
Net cash provided by financing activities 58,251 115,792
------------ --------------
Effect of exchange rate changes in cash (1,081) (42)
Net increase (decrease) in cash and cash equivalents 6,825 (1,413)
Cash and cash equivalents at beginning of period 61,600 53,489
------------ --------------
Cash and cash equivalents at end of period $ 68,425 $ 52,076
============ ==============
----------------------------------------------------------------------------------------------------------
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
4
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Business
Insignia Financial Group, Inc. ("Insignia" or the "Company"), a Delaware
corporation headquartered in New York, New York, is a fully integrated
international real estate services company with operations throughout the United
States, the United Kingdom and continental Europe. Insignia's real estate
service businesses specialize in commercial real estate services, apartment
brokerage and leasing, single-family home brokerage, mortgage origination, title
services, escrow agency services, condominium and cooperative apartment
management, real estate oriented financial services, equity co-investment and
other services. The Company's principal real estate service businesses are
Insignia/ESG, Inc. (U.S. commercial real estate services), Insignia Richard
Ellis (U.K. commercial real estate services), Douglas Elliman LLC (residential
sales and rentals), Realty One, Inc. (single-family home brokerage and mortgage
origination) and Insignia Residential Group, Inc. (condominium and cooperative
apartment management). Insignia operates other continental European businesses
in Frankfurt, Germany; Milan, Italy; Brussels, Belgium and Amsterdam, the
Netherlands. The Company launched an office in Tokyo, Japan in July 2000. In
addition to real estate services, Insignia invests in real estate and
third-party Internet-oriented businesses and engages in the development of
proprietary e-commerce business applications associated with real estate. The
Company's principal real estate service businesses, real estate investment
activities and Internet-based initiatives are more fully described below.
Principal Real Estate Services
Insignia/ESG provides a broad spectrum of commercial real estate services
in the U.S., including tenant representation, property leasing and management,
property disposition and acquisition, investment sales, mortgage financing,
equity co-investment, development, redevelopment and consulting services.
Insignia/ESG provides these services for tenants, owners and investors in
office, industrial, retail, hospitality and mixed-use properties. All commercial
real estate services in the U.S. are rendered under the Insignia/ESG brand name.
Insignia/ESG is among the leading providers of commercial real estate services
in the U.S. through its leadership market position in the New York metropolitan
area and significant market positions in property owner and/or tenant services
in Washington, D.C., Philadelphia, Boston, Chicago, Atlanta, Phoenix, Los
Angeles, San Francisco, Dallas, Miami and other major business districts.
Insignia Richard Ellis ("IRE") is among the three largest commercial real
estate service providers in the United Kingdom and the largest, based on market
share, in central London, with additional offices in Manchester, Glasgow,
Birmingham, Leeds, Liverpool and Jersey. The Company also has a minority
interest in Insignia Richard Ellis Gunne, which provides real estate services in
Ireland through offices in Dublin and Belfast. IRE represents the combined
operations of Richard Ellis Group Limited ("REGL") (the 226 year old
London-based commercial real estate firm acquired in February 1998) and St.
Quintin Holdings Limited ("St. Quintin") (the London-based real estate firm
acquired in March 1999). IRE provides broad-ranging services, including agency
leasing, tenant representation, property sales and financing, consulting,
project management, appraisal, zoning and other general services. The combined
strength of IRE in London and Insignia/ESG in New York gives Insignia a
commanding position in two of the world's most important global business
centers.
Douglas Elliman, Realty One and Insignia Residential Group comprise the
Company's residential service operations. Insignia, through these businesses,
provides a diversified array of residential real estate services including
apartment brokerage and leasing, single-family home brokerage, mortgage
origination, title services, escrow agency services and condominium and
cooperative apartment management.
Douglas Elliman operates a residential cooperative, condominium and rental
apartment brokerage and leasing business in New York City. Douglas Elliman
commands the number one market position for both residential sales and rentals
in New York City according to the annual ranking of residential brokerage
companies nation-wide as published by Real Trends in May 2000. In addition,
Douglas Elliman holds leadership positions in upscale suburban markets through
offices in Greenwich and Darien, Connecticut, Bernardsville/Basking Ridge, New
Jersey, and three on Long Island (Manhasset, Locust Valley and Port
Washington/Sands Point). Douglas Elliman has 15 offices in the New York area and
closed in excess of 4,600 transactions valued at over $2 billion for 1999.
5
<PAGE>
Insignia Opportunity Trust
In 1999, Insignia sponsored the formation of a private real estate
investment trust ("REIT"), Insignia Opportunity Trust ("IOT"). Through its
subsidiary operating partnership, Insignia Opportunity Partners ("IOP"), IOT
invests primarily in secured real estate debt instruments and, to a lesser
extent, in other real estate debt and equity instruments, with a focus on below
investment grade commercial mortgage-backed securities.
At formation, IOT received aggregate capital commitments of $71 million (of
which $9 million was committed by Insignia and the remainder committed by
third-party investors), which IOT in turn committed to invest in IOP in exchange
for an 88.75% general partner interest in IOP. Insignia also committed to invest
an additional $1 million directly in IOP in exchange for (i) a 1.25% managing
general partner equity interest and (ii) a 10% non-subordinated promoted equity
interest in IOP. Through September 30, 2000, the IOT investors had funded
approximately $45.9 million of their aggregate commitments (including $5.8
million funded by Insignia) and Insignia had funded approximately $400,000 of
its capital commitment to IOP, resulting in an Insignia ownership interest of
approximately 12.6% in IOT and 11.25% in IOP. Funding of the remaining capital
commitments is to be completed over the course of 2000 and 2001.
Internet Initiatives
Insignia's Internet strategy involves an extensive array of e-commerce
initiatives and strategic alliances, including internally developed
Internet-oriented businesses and equity investments in third-party businesses
seeking to capitalize on Internet-related opportunities primarily in the real
estate industry. The Company's Internet initiatives are discussed below:
Third-party Internet Investments
At September 30, 2000, Insignia held equity investments of more than $15
million in 16 third-party Internet-related businesses. Such investments include
interests in the following: eziaz, inc.; LoopNet, Inc; PropertyFirst.com, Inc.;
MyContracts.com, Inc.; Wireless, Inc.; Granite Square, Inc.; Concrete Media,
Inc.; We Media, Inc.; Bizbash.com; Cyberium, Inc.; ActBig.com, Inc.;
Homestore.com, Inc.; and WorkSpeed, Inc. Insignia's equity ownership in these
businesses ranges from 1% to 10%. In October 2000, Insignia invested an
additional $250,000 in Viva Group, Inc. Insignia believes that these businesses
offer significant potential for marketplace success.
During the quarter ended September 30, 2000, Insignia incurred a loss of
approximately $2.5 million from the write-off of its investment in Cubitz.com
and realized a gain of $888,000 on the sale of its equity investment in
Homestore.com. The remaining privately held Internet-based businesses in which
Insignia holds equity investments continue to pursue the fulfillment of their
e-commerce initiatives; however, all will require the raising of further equity
or debt capital in order to ultimately achieve marketplace success. If these
businesses are unable to successfully raise the required capital, Insignia could
incur further losses from impairment write-offs.
EdificeRex
Insignia's first internally developed e-commerce initiative to go "live" on
the Internet was the residential Internet portal website located at
www.edificerex.com, which is operated by EdificeRex.com, Inc. ("EdificeRex").
EdificeRex was founded by Insignia with an initial capital investment of $7.5
million for technology development and initial start-up operations. In March
2000, EdificeRex raised approximately $36 million in a private equity financing
to fund on-going operations and expansion. EdificeRex is a holding company that
wholly-owns the following businesses:
o RexHome.com, Inc. - This company operates the residential building-centric
Internet portal known as EdificeRex.com, which was launched in New York
City in February 2000. This portal, which is targeted at residents of
luxury condominium, cooperative and rental apartment buildings, offers a
unique combination of building-centric services (such as the on-line
submission of electronic work-orders and access to account statements) and
ultra-local, neighborhood-oriented editorial content and information, as
well as preferred access to many local invitation-only events.
6
<PAGE>
o RexOffice.com, Inc. - This company operates a web-based office building
operating system connecting property owners, managers and tenants at
www.rexoffice.com. RexOffice, which targets small and medium size
businesses, offers customized building and tenant intranets, property
owner/manager extranets, web-based productivity tools for businesses,
ultra-local content and the opportunity to purchase goods and services
through an aggregated buying platform, as well as building-specific on-line
work order systems designed to streamline communications among tenants,
property managers and building owners. RexOffice was launched in New York
City in late October 2000.
o RexSpeed, Inc. - RexSpeed is a residential "smart building" technology
infrastructure company for multi-tenant apartment buildings in the 21st
century (see www.rexspeed.com). RexSpeed offers high-speed wireless
Internet access, data storage and back-up, content filtering and
home-networking services to building residents, as well as building
management services such as monitoring and alarming of mechanical systems
and video intercom systems. RexSpeed provides these services via
proprietary in-building wireless local area networks ("WLAN's") which
utilize the state-of-the-art 802.11b protocol.
Deconsolidation - In the third quarter of 2000, Insignia restructured its
interest in EdificeRex through an exchange of a portion of the Company's shares
(which carried 10 votes per share) for a different class of shares (which carry
one vote per share). This restructuring resulted in a reduction of Insignia's
voting interest in EdificeRex to 47% and required the Company to de-consolidate
the operating results of EdificeRex beginning with the third quarter of 2000.
The restructuring did not affect Insignia's economic ownership of EdificeRex,
with Insignia continuing to hold an economic interest of approximately 50%.
During the first half of 2000, Insignia consolidated EdificeRex and
recorded losses of approximately $9.3 million, or $3.2 million in excess of the
Company's investment. This excess loss is being carried as a deferred credit on
the Company's balance sheet until such time as EdificeRex achieves profitability
or Insignia disposes of its interest in EdificeRex.
7
<PAGE>
PowerChooser
Insignia is developing Internet-based "exchange" marketplaces that will
facilitate the execution of residential and commercial real estate transactions
via the Internet. Insignia's investment in the technology platform designed to
enable and power the residential exchange, called PowerChooser.com, is carried
on the Company's balance sheet at approximately $10.8 million through September
30, 2000 and is expected to launch in early 2001. PowerChooser is believed to
represent the first on-line transaction consortium of leading professional
service providers for the single-family home industry and will offer both
business-to-business and business-to-consumer applications. Insignia expects
PowerChooser and other internally developed Internet exchanges to raise capital
from third-party investors to fund future operations in a similar manner as
EdificeRex.
2. Preferred Stock Issuance
In February 2000, Insignia sold 250,000 shares of perpetual convertible
preferred stock, with a stated value of $100 per share, to investment funds
advised by Blackacre Capital Management for an aggregate purchase price of $25
million. The issuance was exempt from registration under the Securities Act of
1933, as amended, pursuant to Section 4(2) thereof. The preferred stock pays a
4% annual dividend, payable at Insignia's option in cash or Common Stock, and is
convertible into the Company's Common Stock at the option of the holder at $14
per share, subject to certain adjustments. The preferred stock is redeemable by
the Company, at face value, at any time on or after February 15, 2004. Through
September 30, 2000, dividends of $475,000 have been paid from the issuance of
43,417 shares of Common Stock.
3. Life Insurance Gain
In September 2000, Insignia recognized a pre-tax gain of $19.1 million from
proceeds under a "key man" life insurance policy on the life of Edward S.
Gordon, a member of Insignia's Office of the Chairman who passed away on
September 21, 2000. The $20 million insurance policy was purchased as a part of
Insignia's acquisition of Edward S. Gordon Company, Inc. in June 1996. Pursuant
to Mr. Gordon's employment agreement, Insignia incurred a $900,000 obligation
payable to Mr. Gordon's estate at the time of his passing. The $20 million
insurance claim was included in receivables at September 30, 2000 and was
subsequently collected in October 2000.
8
<PAGE>
4. Colliers BDR Acquisition
In March 2000, the Company entered into a definitive agreement to acquire
Colliers BDR, a Dutch real estate services company headquartered in Amsterdam,
the Netherlands. Colliers BDR provides a variety of commercial real estate
services with a specialization in corporate services and international advisory
assignments. The base purchase price totaled approximately $2.0 million and was
paid in cash upon final closing in September 2000. Additional purchase
consideration of approximately $2.5 million, payable over three years, is
contingent on the future performance of this business. Colliers BDR commenced
operations as Insignia BDR in June 2000.
5. Merger Related Expenses
In 1999, Insignia incurred aggregate one-time charges of approximately $4.3
million ($3.1 million, net of tax) for merger related expenses in connection
with the acquisition of St. Quintin in March 1999 and its subsequent operational
merger with REGL. Originally, the merger costs had been estimated at $5.5
million. The charges reflected the provision for estimated costs of vacated
excess office space sublet and other consolidation expenses incurred in
connection with the operational merger. All such office space was disposed of
and all other consolidation expenses, including severance costs, were incurred
in 1999. The combined operations of REGL and St. Quintin now operate as Insignia
Richard Ellis.
6. Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine months ended September
30, 2000 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
7. Reclassifications
Certain amounts have been reclassified to conform to the current
presentation. These reclassifications have no effect on net income.
8. Seasonality
Seasonal factors affecting the Company are disclosed in Item 2 of this Form
10-K, "Management's Discussion and Analysis of Financial Condition and Results
of Operations" under the caption "Nature of Operations."
9
<PAGE>
9. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------ ------------
2000 1999 2000 1999
----------- ------------ ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
NUMERATOR:
Net income $ 27,028 $ 5,406 $ 25,483 $ 3,333
Preferred stock dividends (250) -- (644) --
----------- ------------ ------------ ------------
Numerator for basic earnings per share - income
available to common stockholders 26,778 5,406 24,839 3,333
Effect of dilutive securities:
Preferred stock dividends 250 -- 644 --
----------- ------------ ------------ ------------
Numerator for diluted earnings per share - income
available to common stockholders after assumed
conversions $ 27,028 $ 5,406 $ 25,483 $ 3,333
=========== ============ ============ ============
DENOMINATOR:
Denominator for basic earnings per share - weighted
average common shares 21,338 21,275 21,095 21,461
Effect of dilutive securities:
Stock options and warrants 1,193 1,188 1,472 1,503
Convertible preferred stock 1,786 -- 1,786 --
----------- ------------ ------------ ------------
Denominator for diluted earnings per share - weighted
average common shares and assumed conversions 24,317 22,463 24,353 22,964
=========== ============ ============ ============
Basic earnings per share $ 1.25 $ $ $ 0.16
=========== ============ ============ ============
Diluted earnings per share $ 1.11 $ $ 1.05 $ 0.15
=========== ============ ============ ============
</TABLE>
10
<PAGE>
10. Comprehensive Income
Comprehensive income for the nine months ended September 30, 2000 totaled
$18.1 million and was comprised of net income of $25.5 million and other
comprehensive losses and reclassification adjustments of $7.4 million. The
following tables set forth the components of accumulated other comprehensive
income (loss) for the periods indicated:
<TABLE>
<CAPTION>
Unrealized Accumulated Other
Nine Months Ended -- September 30, 2000 Foreign Currency Gains Comprehensive
Translation On Securities Income (Loss)
-----------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Balance -- December 31, 1999 $ (1,333) $ 1,215 $ (118)
Comprehensive loss (10,850) (1,000) (11,850)
Reclassification adjustment for realized gains -- (888) (888)
Income tax benefit 4,487 831 5,318
-----------------------------------------------------------
(6,363) (1,057) (7,420)
-----------------------------------------------------------
Ending Balance -- September 30, 2000 $ (7,696) $ 158 $ (7,538)
===========================================================
Unrealized Accumulated Other
Nine Months Ended -- September 30, 2000 Foreign Currency Gains Comprehensive
Translation On Securities Income (Loss)
-----------------------------------------------------------
(In thousands)
Balance -- December 31, 1998 $ 141 $ -- $ 141
Comprehensive income (loss) (581) 970 389
Income tax benefit (expense) 250 (426) (176)
-----------------------------------------------------------
(331) 544 213
-----------------------------------------------------------
Ending Balance -- September 30, 1999 $ (190) $ 544 $ 354
===========================================================
</TABLE>
11. Industry Segment Data
Insignia is an international real estate services company with operations
in three principal reportable segments: commercial services, residential
services and Internet initiatives. The commercial services segment provides
tenant representation, property and asset management, agency leasing and
brokerage, investment sales, development, and consulting services and consists
of Insignia/ESG is the United States, IRE in the United Kingdom and other
Insignia businesses in Germany, Italy, Belgium, the Netherlands and Japan. The
commercial services segment also includes the Company's real estate investment
activities. The residential services segment provides apartment brokerage and
leasing, single-family home brokerage services, property management services,
mortgage origination and other services and is comprised of the operations of
Douglas Elliman, Realty One and Insignia Residential Group. Internet initiatives
include equity investments in third-party Internet-based businesses and the
internally developed businesses of EdificeRex and PowerChooser. Operations
included in "Other" represents unallocated corporate administration and assets
included in "Other" consist primarily of cash and property and equipment. The
following tables summarize certain financial information by reportable segment.
This information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in Item 2 of
this Form 10-Q.
11
<PAGE>
<TABLE>
<CAPTION>
Nine Months Ended - September 30, 2000
Commercial Residential Internet
Services Services Initiatives Other Total
--------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C> <C>
REVENUES:
Real estate services $ 460,120 $ 178,941 $ -- $ -- $ 639,061
Property operations 3,453 -- -- -- 3,453
--------------------------------------------------------------------------------
463,573 178,941 -- -- 642,514
--------------------------------------------------------------------------------
COSTS AND EXPENSES:
Real estate services 399,574 164,287 -- -- 563,861
Property operations 2,846 -- -- -- 2,846
Internet-based businesses -- -- 17,969 -- 17,969
Administrative -- -- -- 11,563 11,563
Depreciation 6,840 3,078 1,049 42 11,009
--------------------------------------------------------------------------------
Amortization of intangibles 14,790 4,520 -- -- 19,310
--------------------------------------------------------------------------------
424,050 171,885 19,018 11,605 626,558
Operating income (loss) 39,523 7,056 (19,018) (11,605) 15,956
OTHER INCOME AND EXPENSE:
Gain on life insurance proceeds -- -- -- 19,100 19,100
Gain on sale of marketable -- -- 888 -- 888
Interest and other income 1,517 896 464 2,253 5,130
Interest expense (689) (1,014) -- (7,714) (9,417)
Foreign currency transaction gains -- -- -- 2,448 2,448
Equity earnings in real estate 2,891 -- -- -- 2,891
Minority interest in Internet-based
business -- -- 900 -- 900
--------------------------------------------------------------------------------
Income (loss) before income taxes 43,242 6,938 (16,766) 4,482 37,896
Provision (benefit) for income taxes 18,207 4,040 (4,279) (5,555) 12,413
--------------------------------------------------------------------------------
Net income (loss) $ 25,035 $ 2,898 $ (12,487) $ 10,037 $ 25,483
================================================================================
Total assets $ 688,472 $ 163,143 $ 25,824 $ 50,519 $ 927,958
Real estate interests 98,792 -- -- -- 98,792
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Nine Months Ended - September 30, 1999
Commercial Residential
Service Services Other Total
---------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C>
REVENUES:
Real estate services $ 334,424 $ 129,605 $ -- $ 464,029
Property operations 1,184 -- -- 1,184
---------------------------------------------------------
335,608 129,605 -- 465,213
---------------------------------------------------------
COSTS AND EXPENSES:
Real estate services 302,977 117,653 -- 420,630
Property operations 899 -- -- 899
Administrative -- -- 7,247 7,247
Depreciation 3,590 1,241 31 4,862
Amortization of intangibles 14,107 3,224 -- 17,331
---------------------------------------------------------
321,573 122,118 7,278 450,969
---------------------------------------------------------
Operating income (loss) 14,035 7,487 (7,278) 14,244
OTHER INCOME AND EXPENSE:
Merger related expenses (5,533) -- -- (5,533)
Interest and other income 758 831 1,863 3,452
Interest expense (1,244) (872) (3,270) (5,386)
Equity earnings in real estate ventures 1,991 -- -- 1,991
---------------------------------------------------------
Income (loss) before income taxes 10,007 7,446 (8,685) 8,768
Provision for income taxes 5,733 3,350 (3,648) 5,435
---------------------------------------------------------
Net income (loss) $ 4,274 $ 4,096 $ (5,037) $ 3,333
=========================================================
Total assets $ 543,890 $ 165,572 $ 42,839 $ 752,301
Real estate interests 63,566 -- -- 63,566
</TABLE>
13
<PAGE>
Certain geographic information is as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 2000 September 30, 1999
------------------------------------------------------------
Long-Lived Long-Lived
Revenues Assets Revenues Assets
------------------------------------------------------------
(In thousands)
<S> <C> <C> <C> <C>
United States $ 549,925 $ 309,921 $ 393,376 $ 287,204
United Kingdom 86,580 90,677 68,405 102,559
Other countries 6,009 3,002 3,432 1,219
------------------------------------------------------------
$ 642,514 $ 403,600 $ 465,213 $ 390,982
============================================================
</TABLE>
Long-lived assets are comprised of property and equipment, property
management contracts and costs in excess of net assets of acquired businesses.
12. Recent Accounting Pronouncement
In September 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards 133 ("SFAS"), Accounting for
Derivative Instruments and Hedging Activities, as amended by SFAS 137. SFAS 133
requires companies to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives are either offset against the change in
fair value of assets, liabilities or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. SFAS 133 is effective for financial
statements for fiscal years beginning after September 15, 2000. Management does
not anticipate that its adoption will have a material effect on the financial
position or results of operations of the Company.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin 101 ("SAB 101"), Revenue Recognition, which discusses
the SEC's views on the recognition of revenues from certain transactions.
Insignia has been informed that its accounting policy for recognition of leasing
commissions should be modified to comply with SAB 101. Under SAB 101, Insignia
will recognize leasing commissions at the later of either transaction closing or
the occurrence of specified events to commission collection, such as tenant
occupancy. The Company has historically recognized revenues from leasing
commissions at the time of transaction closing, unless significant contingencies
exist, consistent with standard practice in the industry.
The SEC recently deferred the required adoption of SAB 101 until the end of
the 2000 fiscal year. Therefore, Insignia will recognize the modifications
required by SAB 101 on December 31, 2000 as a cumulative effect of a change in
accounting principle as of January 1, 2000. The Company's analysis of the impact
of this change is continuing; however, preliminary findings indicate that
approximately $54 million in net commissions (before applicable taxes) would not
be recognized in income as of December 31, 1999 under the provisions of SAB 101.
Insignia has not yet completed its assessment of the impact of SAB101 compliance
on its 2000 financial results.
The adoption of SAB 101 will affect the timing of the recognition of
leasing transaction revenues and could have a material effect on the financial
position and results of operations of the Company. Notwithstanding, the adoption
of SAB 101 is not expected to impact the Company's cash flow from operations.
14
<PAGE>
13. Material Contingencies
Antitrust Litigation
In 1994, Re/Max International and various franchisees filed suit in federal
court in Ohio against Realty One, alleging claims under the federal antitrust
laws and related state law claims. Re/Max International alleged in its complaint
that Realty One conspired with Smythe, Cramer Company to institute a series of
differential commission splits intended to harm Re/Max International and its
franchisees in the northeast Ohio residential real estate brokerage market.
Re/Max International claimed actual damages of $30 million. The federal
antitrust law provides for trebling of actual damages.
Insignia acquired Realty One in October 1997. In connection with the
acquisition, the sellers agreed to indemnify the Company for any loss arising
from the Re/Max International litigation up to the amount of the acquisition
price of approximately $40 million. The Re/Max International case was recently
tried before a jury, which resulted in a mistrial. The parties subsequently
settled Re/Max International's claims in July 2000, whereby Realty One agreed to
cease to impose reduced commission splits on the Re/Max plaintiffs, subject to
reinstatement in accordance with the terms of the settlement. In September 2000,
the court entered a judgment against Realty One in the amount agreed to by the
parties, but also included in its judgment several terms governing Realty One's
conduct to which the parties had not agreed. Realty One has appealed the court's
judgment. The sellers have funded the initial cash portion of the settlement on
behalf of Realty One pursuant to their indemnification obligations to Insignia
and are obligated to fund the remainder over time. The payment of the first
portion of the judgement was made without prejudice to Realty One's rights of
appeal.
Indemnification
In 1998, the Company's former parent (which was then named Insignia
Financial Group, Inc.) entered into a Merger Agreement with Apartment Investment
and Management Company ("AIMCO"), and one of AIMCO's subsidiaries, pursuant to
which the former parent was merged into AIMCO. Shortly before the merger, the
former parent distributed the stock of Insignia to its shareholders in a
spin-off transaction. As a requirement of the Merger Agreement, Insignia entered
into an Indemnification Agreement with AIMCO. In the Indemnification Agreement,
Insignia agreed generally to indemnify AIMCO against all losses exceeding $9.1
million that result from:
o breaches by the Company or our former parent of representations, warranties
or covenants in the Merger Agreement,
o actions taken by or on behalf of our former parent prior to the merger, and
o the spin-off
The Company also agreed generally to indemnify AIMCO against all losses,
without regard to any dollar value limitation, that result from:
o amounts AIMCO paid to employees of the former parent that were not retained
as employees of AIMCO; o pre-merger obligations for goods, services, taxes
or indebtedness except for those that AIMCO agreed to assume; and
o the businesses of the former parent that Insignia now owns and operates as
a result of the spin-off
The Internal Revenue Service is conducting an examination of the federal
income tax returns of our former parent for the years ended December 31, 1996,
December 31, 1997 and the period ended October 1, 1998. AIMCO has notified us
that they are seeking indemnity from Insignia for liability they may have as a
result of this audit. AIMCO may require Insignia to indemnify them for taxes,
penalties, interest and professional fees for which they are liable as a result
of this audit. The amount of any such liability has not yet been determined;
however, the indemnity obligations could have a material adverse effect on the
financial condition and results of operations of the Company.
15
<PAGE>
Litigation Claims
Insignia and certain subsidiaries are defendants in other lawsuits arising
in the ordinary course of business. Management does not expect that the results
of any such lawsuits will have a material adverse effect on the financial
condition, results of operations or cash flows of the Company or its
subsidiaries.
14. Equity
During the nine month period ended September 30, 2000, the Company had the
following changes in stockholders' equity:
a) Net Income of $25,483,000 for the nine months ended September 30, 2000.
b) Sale of 250,000 shares of perpetual convertible Preferred Stock for
aggregate purchase price of $25 million.
c) Issuance of 43,417 shares of Common Stock representing a $475,000 stock
dividend on convertible Preferred Stock.
d) Exercise of stock options to purchase 272,331 shares of Common Stock at
exercise prices ranging from $.72 to $11.00 per share.
e) Sale of 265,815 shares of Common Stock, at an average price of
approximately $7.98, under the Company's Employee Stock Purchase
Program.
f) Issuance of 60,625 shares of Common Stock for vested restricted stock
awards.
g) Accrued compensation of $540,000 relating to restricted stock awards.
h) Issuance of 45,977 shares of Common Stock for notes receivable. Payments
of $77,000 on notes receivable for Common Stock.
i) Other comprehensive losses and reclassification adjustments of
$7,420,000 for the nine months ended September 30, 2000.
16
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
INTRODUCTION
Insignia is among the leading providers of commercial and residential real
estate services in the United States and United Kingdom, with an expanding
presence throughout other parts of continental Europe and Japan. Insignia's
traditional real estate service businesses operate in two principal business
segments - commercial and residential real estate services - offering a
diversified array of real estate services. Such services include the following:
tenant representation; agency leasing; property management; consulting;
investment sales; development and redevelopment; mortgage financing;
single-family home brokerage; mortgage origination; title and escrow agency
services; and apartment brokerage. In addition to real estate services, Insignia
has recently launched an Internet strategy involving an array of e-commerce
initiatives and strategic alliances. This strategy consists of equity
investments in third-party Internet-based businesses and internally developed
business applications (EdificeRex and PowerChooser).
In addition to net income, Insignia uses EBITDA (defined as real estate
services revenues less direct expenses and administrative costs), Net EBITDA
(defined as income before depreciation, amortization, income taxes and
non-recurring one-time charges) and Net EBITDA after taxes as indicators of the
Company's financial performance. Management uses these supplemental measures in
the evaluation of operations and in making financial decisions.
FINANCIAL CONDITION
Total assets increased by approximately $132.6 million to $928 million at
September 30, 2000. This increase was primarily attributable to the following
items: (i) the $80.4 million increase in receivables (fueled by the
unprecedented transaction levels in the domestic commercial sector, most notably
New York); (ii) the $20 million insurance proceeds receivable from a "key man"
life insurance policy on the life of Edward S. Gordon, a member of Insignia's
Office of the Chairman who passed away on September 21, 2000 and (iii) continued
investment in property and equipment and real estate interests.
Liabilities increased by approximately $85.2 million to $487.4 million at
September 30, 2000. This increase is reflective of the $55 million increase in
commissions payable, in correlation with the aforementioned increase in
receivables. Additionally, further borrowings on available credit facilities,
the mortgage warehouse line of credit and real estate mortgage notes contributed
to the increase in liabilities. Stockholders' equity increased by approximately
$47.5 million to $440.5 million at September 30, 2000, principally as a result
of the $25 million convertible preferred stock issuance in February 2000, a
$19.1 million life insurance gain recognized in September 2000 and other net
earnings of $6.4 million.
RESULTS OF OPERATIONS
Insignia reported considerable growth in total real estate service
operations for the third quarter of 2000, producing service revenues and Net
EBITDA of $219.9 million and $25.5 million, respectively. These operating
results were fueled by vigorous organic growth in the Company's U. S. and
European commercial real estate services operations and represent gains of 14%
and 28%, respectively, over the third quarter of 1999. Net EBITDA after taxes
advanced 30% to $19.2 million and income from real estate operations climbed
sharply to $8.4 million for the third quarter of 2000, representing a 55%
increase over the same period of 1999.
17
<PAGE>
The Company's operations for the nine months of 2000 reflected service
revenue gains of 38% to $639.1 million and Net EBITDA gains of 73% to $64.2
million, compared to the same period of 1999. Net EBITDA after taxes increased
56% to $48.5 million for the nine months of 2000 compared to $31.0 million for
the same period of 1999. Income from real estate operations for the nine months
of 2000 grew sharply to $18.5 million, a 159% gain from $7.2 million for the
nine months of 1999. The nine-month year-over-year comparisons were favorably
impacted by strong operational results of Insignia/ESG and contributions from
Douglas Elliman (acquired in June 1999) and St. Quintin (acquired in March 1999)
for the full nine months of 2000. The 2000 operating results were achieved
despite the following mitigating factors: (i) first quarter one-time expenses of
more than $1.6 million for the launching of a new worldwide corporate branding;
(ii) operating shortfalls at Realty One due principally to rising mortgage
interest rates; and (iii) increased administrative expenses.
Net income for the third quarter and nine months of 2000 rose sharply to
$27 million and $25.5 million, respectively, compared to $5.4 million and $3.3
million for the same periods of 1999. The aforementioned $19.1 million life
insurance gain contributed materially to the sharp increase in net earnings.
Realized pre-tax gains from the sale of co-investment real estate properties of
$391,000 and $3.2 million for the third quarter and nine months, respectively,
and foreign currency transaction gains totaling $1.2 million and $2.4 million
for the same periods also favorably impacted earnings for 2000. Conversely, net
income for the third quarter and nine months of 2000 was adversely affected by
pre-tax Internet losses of $3.6 million and $16.8 million, respectively.
The comparative results for 1999 were marked by the first quarter shortage
of brokerage transactions in the aftermath of the late 1998 capital markets
turmoil and the $5.5 million ($3.8 million net of tax benefit) provision for
merger related expenses incurred in connection with the acquisition of St.
Quintin and its merger with REGL.
As a result of the foregoing, net income per share for the third quarter
and nine months of 2000 climbed significantly to $1.11 and $1.05, respectively,
compared to $0.24 and $0.15 for the same periods of 1999. Earnings per share
results for 2000 are based on higher fully diluted common shares as a result as
of the assumed conversion of the convertible preferred stock issued in February
2000.
The results of operations for the Company are more fully described below.
18
<PAGE>
The following table sets forth financial data derived from the Company's
condensed consolidated statements of income for the three and nine months ended
September 30, 2000 and 1999, respectively (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REAL ESTATE SERVICES REVENUE:
Insignia/ESG $119,322 $ 101,031 $ 367,531 $
Europe 36,226 27,568 92,589 71,837
Residential 64,344 64,624 178,941 129,605
------------- ------------- ------------- -------------
219,892 193,223 639,061 464,029
------------- ------------- ------------- -------------
COSTS AND EXPENSES:
Real estate services 190,984 169,719 563,861 420,630
Administrative 3,757 2,620 11,563 7,247
------------- ------------- ------------- -------------
EBITDA - REAL ESTATE SERVICES (1) 25,151 20,884 63,637 36,152
Real estate FFO (2) 998 813 2,911 2,916
Interest and other income (3) 1,854 1,190 4,666 3,452
Foreign currency transaction gains 1,167 -- 2,448 --
Interest expense (3,629) (2,867) (9,417) (5,386)
------------- ------------- ------------- -------------
NET EBITDA (1) 25,541 20,020 64,245 37,134
Applicable income tax (6,380) (5,251) (15,789) (6,128)
------------- ------------- ------------- -------------
NET EBITDA AFTER TAXES (1) 19,161 14,769 48,456 31,006
Gains on sale of real estate 391 388 3,203 2,556
Tax on real estate gains (156) (155) (1,281) (1,022)
Depreciation - FF&E (3,193) (1,987) (8,947) (4,589)
Amortization of intangibles (6,533) (6,410) (19,310) (17,331)
Depreciation - real estate (1,299) (1,199) (3,629) (3,469)
------------- ------------- ------------- -------------
(11,025) (9,596) (31,886) (25,389)
------------- ------------- ------------- -------------
INCOME FROM REAL ESTATE OPERATIONS 8,371 5,406 18,492 7,151
Merger-related expenses -- -- - (5,533)
Gain on life insurance proceeds 19,100 -- 19,100 --
Internet-based businesses (3,341) -- (15,717) --
Internet depreciation (212) -- (1,049) --
Income tax benefit 3,110 -- 4,657 1,715
------------- ------------- ------------- -------------
18,657 -- 6,991 (3,818)
------------- ------------- ------------- -------------
NET INCOME $ 27,028 $ 5,406 $ 25,483 $ 3,333
============= ============= ============= =============
</TABLE>
(1) Neither EBITDA, Net EBITDA nor Net EBITDA after taxes, as disclosed above,
should be construed to represent cash provided by operations determined pursuant
to generally accepted accounting principles ("GAAP"). These measures are not
defined by GAAP and Insignia's usage of these terms may differ from other
companies' usage of the same or similar terms.
(2) Funds From Operations ("FFO") is defined as income or loss from real estate
operations before depreciation, gains or losses on sales of property and
provisions for impairment.
(3) Interest and other income for the nine months of 2000 excludes $464,000 of
interest income of EdificeRex, which is reflected in Internet-based businesses.
19
<PAGE>
Commercial Real Estate Operations
Real Estate Services
Insignia's commercial real estate service operations include Insignia/ESG
in the United States, IRE in the United Kingdom and other Insignia businesses in
Germany, Italy, Belgium, the Netherlands and Japan. The commercial businesses
produced aggregate service revenues of $155.5 million and EBITDA of $22.5
million for the third quarter of 2000, reflecting gains of 21% for revenues and
47% for EBITDA, as compared to the third quarter of 1999. Such operating results
represented approximately 71% and 78% of Insignia's total real estate service
revenues and EBITDA (before unallocated administrative costs) for the quarter.
Substantially all of the revenue and EBITDA gains for the third quarter of 2000
was organic, reflecting the Company's continued success in securing assignments
from new and existing commercial real estate customers in both the United States
and Europe.
Insignia/ESG's domestic commercial real estate services operation produced
material gains over 1999 with a revenue increase of 18% to $119.3 million and a
EBITDA increase of 25% to $14.7 million for the third quarter of 2000. U.S.
commercial leasing activity remained strong across the board, with all
Insignia/ESG regions contributing to the revenue and EBITDA growth for the third
quarter. The New York region, Insignia/ESG's largest market, continued to
produce exceptional operating results with revenue and EBITDA production for the
third quarter of 2000 running 34% and 38%, respectively, ahead of 1999 levels.
Insignia/ESG's results for the third quarter of 2000 were lowered by
approximately $500,000 for its share of expenses related to Project Octane.
Project Octane is a consortium of major real estate companies that is developing
an e-marketplace for commercial real estate services. Insignia joined the
consortium in September 2000 and is an equal participant in Project Octane's
on-line transaction platform initiative, along with CB Richard Ellis, Inc.,
Jones Lang LaSalle Incorporated and Trammell Crow Company. Insignia's shares of
expenses includes a catch-up for costs incurred since March 2000 prior to
Insignia's participation.
In Europe, financial results for the third quarter of 2000 improved
significantly over the same period of 1999 with aggregate service revenue gains
of 31% to $36.2 million and EBITDA gains of 120% to $7.7 million. These
operating advances reflect strength in the central European business districts,
especially in IRE's London operation and the Frankfurt, Germany operation. As
evidence, Insignia Richard Ellis produced service revenues and EBITDA of $32
million and $6.3 million, respectively, in the third quarter of 2000. Such
operating results represented growth of 23% in revenues and 96% in EBITDA for
the third quarter. In Germany, operating results for the third quarter of 2000
reflected marked improvement over the same period of 1999 with service revenue
and EBITDA increases of 140% to $3.6 million and 302% to $1.6 million,
respectively.
For the nine months of 2000, commercial real estate services operations
produced aggregate service revenues and EBITDA of $460.1 million and $60.5
million, respectively, representing advances of 38% and 93% over the same period
of 1999. Insignia/ESG produced exceptional operating growth for the nine months
of 2000 as revenues climbed 40% to $367.5 million and EBITDA advanced 90% to
$45.6 million. In Europe, IRE continued to produce operating results ahead of
expectations with service revenue and EBITDA gains of 27% to $86.6 million and
104% to $14.3 million, respectively, compared to 1999. The year-over-year surges
in revenue and EBITDA reflects the market strength in the United Kingdom as well
as the increase in market share in the central London leasing market as a
results of the successful integration of REGL and St. Quintin in 1999.
Real Estate Investment Activities
The Company's strategy of investing in qualifying real estate assets
continued to produce positive contributions to the commercial business.
Principal investment activities produced FFO from real estate ownership of
approximately $1 million during the third quarter of 2000, representing a 23%
increase over the third quarter of 1999. For the nine months of 2000, real
estate operations produced FFO of $2.9 million, unchanged from the same period
of 1999. These results include FFO contributions of $584,000 from wholly-owned
properties consolidated in the Company's financial statements at September 30,
2000.
20
<PAGE>
The Company reported equity earnings from real estate ventures of $250,000
and $2.9 million for the third quarter and nine months of 2000, reflecting gains
of 252% and 45%, respectively, compared to the same periods of 1999. Equity
earnings was bolstered by pre-tax gains of $391,000 and $3.2 million,
respectively, for the third quarter and nine months of 2000 from co-investment
property sales. The difference between real estate FFO and equity earnings is
represented by depreciation of real estate, gains or losses from sales of
property and provisions for impairment. Real estate depreciation increased 8% to
$1.3 million in the third quarter of 2000 and 5% to $3.6 million for the nine
months of 2000, compared to the same periods of 1999. These advances were due
principally to further co-investment purchases during the nine months of 2000.
Residential Real Estate Operations
The residential real estate service operations - Realty One, Douglas
Elliman and Insignia Residential Group - produced aggregate service revenues and
EBITDA of $64.3 million and $6.4 million, respectively, for the third quarter of
2000. Service revenues were flat and EBITDA production was down 22% compared to
the third quarter of 1999. These residential operating results were adversely
affected by shortfalls at Realty One attributable to soft demand for housing and
declines in refinancing activities in northern Ohio primarily due to higher
mortgage interest rates. In the third quarter of 2000, Realty One's service
revenues declined 7% to $28.4 million and EBITDA declined 9% to $3.1 million.
Realty One's transaction volume slipped 6% to $861.5 million in the third
quarter of 2000. Realty One's mortgage origination business reported year-over
year declines of approximately 21% in mortgage volume for the third quarter of
2000. Douglas Elliman produced service revenue increases of 7% for the third
quarter of 2000, compared to 1999, yet EBITDA declined 36% to $3.2 million. The
EBITDA shortfall was attributable to a 15% decline in units sold, which reflects
a shortage of Manhattan apartments for sale. Insignia Residential Group's third
quarter 2000 services revenues remained flat compared to 1999 at $6.5 million,
while EBITDA rose 155% to $123,000 due to cost reductions in the reorganization
of the management business.
For the nine months of 2000, residential service operations produced
aggregate service revenues of $178.9 million and EBITDA of $14.7 million,
reflecting gains of 38% for revenues and 23% for EBITDA, as compared to the nine
months of 1999. Substantially all of the year-over-year growth, compared to
1999, was attributable to the residential brokerage operations of Douglas
Elliman in New York. For the nine months of 2000, Douglas Elliman produced
strong results with service revenues of $84.7 million and EBITDA of $11 million.
Realty One operations reported service revenues of $74.2 million for the nine
months of 2000, reflecting a decline of 6% compared to 1999, and a $2.7 million
decline in EBITDA compared to the operating levels experienced for the same
period of 1999. Realty One's operating results are reflective of the
aforementioned adverse effects of higher mortgage interest rates on housing
demand and mortgage origination's. Insignia Residential Group's operating
results for the nine months of 2000 reflect flat service revenues at $20.1
million and a nominal improvement in EBITDA production of 28% to $434,000,
compared to 1999.
Internet Operations
Internet-based business operations, which adversely affected net income,
produced pre-tax losses of approximately $3.6 million and $16.8 million
(including applicable depreciation) for the third quarter and nine months of
2000. These losses include $9.3 million attributable to EdificeRex operations
for the first half of 2000. Such losses, which consisted substantially of
advertising and marketing campaigns, web content, consulting and personnel
costs, were $3.2 million in excess of Insignia's investment in EdificeRex.
During the third quarter of 2000, Insignia restructured its interest in
EdificeRex, resulting in a reduction of it's voting interest to 47%. The loss of
voting control required the Company to de-consolidate the operating results of
EdificeRex beginning with the third quarter of 2000. Commencing with the third
quarter or 2000, Insignia uses the equity accounting method to account for its
equity investment in EdificeRex. Under equity accounting, Insignia will record
no further losses in EdificeRex and the $3.2 million of excess losses charged in
the first half of 2000 will be recognized in income upon achievement of
profitability by EdificeRex or upon Insignia's disposal of its equity investment
in EdificeRex.
21
<PAGE>
Insignia incurred operating losses of $2.0 million and $5.9 for the third
quarter and nine months of 2000 attributable to the continued development of the
PowerChooser Internet exchange and other internal Internet initiatives.
PowerChooser is expected to launch in early 2001 and will represent the first
on-line transaction consortium of leading professional service providers for the
single-family home industry. In addition, Internet losses for the third quarter
and nine months of 2000 include a $2.5 million one-time loss for the write-off
of Insignia's investment in the Cubitz.com Internet company and a one-time gain
of $888,000 on the sale of the Company's equity investment in Homestore.com.
Other Items Affecting Net Income
Administrative expenses rose 43% to approximately $3.8 million for the
third quarter of 2000 and 60% to $11.6 million for the first nine months of
2000, as compared to the same periods of 1999. These increases are reflective of
increased compensation resulting from the extraordinary performance of the
service business (as compared to the same periods of 1999) in combination with
the continued growth of the Company through acquisitions and the expansion of
services domestically.
Interest expense increased 27% to $3.6 million for the third quarter of
2000 and 75% to $9.4 million for the nine months of 2000, respectively, compared
to the same periods of 1999. These increases are due principally increases in
prevailing interest rates and interest charges on 1999 credit facility
borrowings of approximately $110 million to finance the acquisitions of Lynch
Murphy, St. Quintin and Douglas Elliman and further borrowings of $15 million in
2000 to finance internet initiatives.
Income for the third quarter and nine months of 2000 was significantly
enhanced by the $19.1 million insurance gain from a "key man" life insurance
policy on the life of Edward S. Gordon, a member of Insignia's Office of the
Chairman who passed away on September 21, 2000.
Depreciation and amortization of intangibles for real estate service
operations (excluding property operations and Internet-based businesses)
increased 16% in the aggregate to $9.7 million for the third quarter of 2000 and
29% to $28.3 million for the nine months of 2000, respectively, as compared to
the same periods of 1999. These increases are the result of substantial capital
investments in property and equipment (see also "Liquidity and Capital
Resources") and acquisitions substantially comprised of purchased intangibles.
The comparative results for the nine months of 1999 were adversely affected
by a merger related charge of $5.5 million ($3.8 million net of tax benefit) for
estimated expenses in connection with the acquisition of St. Quintin in March
1999 and its subsequent combination with REGL. As previously noted, the one-time
charges substantially relate to the provision for costs associated with vacated
excess office space being subleased and other consolidation expenses.
Income taxes for the third quarter of 2000 reflect a decline of 37%
compared to 1999, despite higher income, due to the non-taxable nature of the
previously mentioned life insurance gain. For the nine months of 2000, income
taxes increased 128% over 1999 as a result of substantially higher earnings and
the absence of a tax benefit on the majority of EdificeRex losses incurred in
the first half of 2000.
22
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Insignia's liquidity and capital resources consist of its unrestricted cash
on hand, available credit under its $185 million revolving credit facility and
cash provided from operations. Unrestricted cash at September 30, 2000 totaled
approximately $68.4 million. The Company's unrestricted cash at September 30,
2000 has been favorably impacted by the $25 million raised in February 2000 from
the sale of convertible preferred stock. In addition, in October 2000 Insignia
collected $20 million of proceeds from a "key man" life insurance policy on the
life of Edward S. Gordon, a member of Insignia's Office of the Chairman who
passed away on September 21, 2000. The $20 million insurance claim was included
in receivables at September 30, 2000. The Company utilizes such capital for
general corporate purposes, expansion of the service platform through
acquisitions and office openings and to fund ongoing real estate investment
activities and Internet initiatives.
Insignia's long-term debt at September 30, 2000 totaled approximately
$190.7 million. Such long-term debt consisted of the following (in thousands):
Credit facility borrowings $ 121,403
Notes payable to sellers of acquired businesses 4,301
Other debt of subsidiaries 9,646
------------
Notes payable 135,350
Mortgage warehouse line of credit 9,664
Real estate mortgage notes payable 45,666
------------
Total long-term debt $ 190,680
============
The mortgage warehouse line of credit represents financing for
single-family mortgage loans held for sale, which totaled $9.7 million at
September 30, 2000. The real estate mortgage notes are non-recourse to the
Company and are secured by underlying real estate.
At September 30, 2000, the Company had approximately $47 million of
remaining availability under its revolving credit facility (net of approximately
$16.6 million in facility letters of credit outstanding).
Net cash provided by operating activities was approximately $14.6 million
for nine months of 2000 compared to $16.4 million for the same period of 1999.
In addition to operating cash flows, the Company uses Net EBITDA and Net EBITDA
after taxes as measures of liquidity and working capital provided by operations.
For the third quarter and nine months of 2000, Net EBITDA increased 28% to $25.5
million and 73% to $64.2 million, respectively, compared to $20 million and
$37.1 million for the same periods of 1999. Net EBITDA after taxes totaled $19.2
million and $48.5 million, respectively, for the third quarter and nine months
of 2000, representing gains of 30% and 56% over the comparable periods of 1999.
As compared to net income, the Net EBITDA and Net EBITDA after tax measures
effectively eliminate the impact of non-cash charges for depreciation,
amortization of intangible assets and other non-recurring charges. Management
believes that the presentation of these supplemental measures enhance a reader's
understanding of the Company's operating performance, as they provide a measure
of generated cash available for use to service debt and for other required or
discretionary purposes.
Fluctuations in elements of working capital are partly attributable to the
generation of revenues that are transactional in nature and therefore affected
by seasonality and capital market conditions. Such fluctuations are generally
temporary and minor, with the exception of incentive compensation, because
residential operations generally carry minimal receivables and domestic leasing
commissions in the commercial sector carry a corresponding commission liability
payable to brokers. Incentive compensation is accrued over the course of each
year based upon financial performance and generally paid in the first quarter of
the succeeding year.
23
<PAGE>
Cash flows for capital expenditure requirements, which are not extensive
under normal circumstances, generally consist of periodic computer and furniture
and fixture replacements incurred in connection with acquisitions or other
personnel additions. These expenditures in the first nine months of 2000
consisted primarily of leasehold improvements and furniture and fixtures from
office relocation and expansion, computer equipment and management systems,
information technology infrastructure costs and internally developed
Internet-based e-commerce capabilities. During the first nine months of 2000,
cash flows for such capital improvement needs totaled approximately $24.4
million for the real estate service businesses. Insignia expects capital
expenditures of the service businesses to approach $30 million for the 2000 year
due principally to the continuing development and implementation of accounting
and financial systems at Insignia/ESG and other principal operating units. A
further $6 million of cash flows for property purchases in the nine months of
2000 was attributable to the development activities of the PowerChooser
exchange.
Insignia expects to use cash on hand and cash flow from operating
activities to fund capital expenditures needs, acquisitions (including the
payment of contingent payments earned), real estate investments, Internet-based
business initiatives and to make principal payments on the Company's outstanding
indebtedness. The Company anticipates that its existing sources of liquidity,
including cash on hand, operating cash flows and available credit under its
revolving credit facility, will be sufficient to meet the Company's working
capital and capital replacement needs for the foreseeable future and, in any
event, for at least the next twelve months. The Company's working capital needs
are reassessed on a routine basis and as acquisitions are identified and
pursued.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards 133 ("SFAS"), Accounting for
Derivative Instruments and Hedging Activities, as amended by SFAS 137. SFAS 133
requires companies to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives are either offset against the change in
fair value of assets, liabilities or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. SFAS 133 is effective for financial
statements for fiscal years beginning after September 15, 2000. Management does
not anticipate that its adoption will have a material effect on the financial
position or results of operations of the Company.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin 101 ("SAB 101"), Revenue Recognition, which discusses
the SEC's views on the recognition of revenues from certain transactions. Under
SAB 101, Insignia will recognize leasing commissions at the later of either
transaction closing or the occurrence of specified events to commission
collection, such as tenant occupancy. Historically, Insignia has generally
recognized revenues from leasing commissions at the time of transaction closing,
unless significant contingencies exist, consistent with standard practice in the
industry.
Insignia will adopt SAB 101 on December 31, 2000 with the change in
accounting to be recognized as a cumulative effect of a change in accounting
principle as of January 1, 2000. The Company's analysis of the impact of this
change is continuing; however, preliminary findings indicate that approximately
$54 million in net commissions (before applicable taxes) would be deferred as of
December 31, 1999 under the provisions of SAB 101. The adoption of SAB 101 might
have a material effect on the financial position and results of operations of
the Company; however, it is not expected to impact the Company's cash flow from
operations. At this time, the Company is unable to predict the magnitude or
direction of the accounting change for the 2000 fiscal year.
IMPACT OF INFLATION AND CHANGING PRICES
Inflation has not had a significant impact on the results of operations of
Insignia in recent years and is not anticipated to have a significant negative
impact in the foreseeable future. Insignia's exposure to market risk from
changing prices consists primarily of fluctuations in rental rates of properties
managed, market interest rates on residential mortgages and debt obligations,
real estate property values and foreign currency fluctuations of its European
operations.
The revenues associated with the commercial services business are impacted
by fluctuations in interest rates, lease rates, real property values and the
availability of space and competition in the market place. Commercial
24
<PAGE>
service revenues are derived from a broad range of services that are primarily
transaction driven and are therefore volatile in nature and highly competitive.
The revenues of the property management operations with respect to rental
properties are highly dependent upon the aggregate rents of the properties
managed, which are affected by rental rates and building occupancy rates. Rental
rate increases are dependent upon market conditions and the competitive
environments in the respective locations of the properties. Employee
compensation is the principal cost element of property management.
Changes in market interest rates on residential mortgage loans and changes
in real property values in northern Ohio and New York City impact the revenues
of the Company's residential brokerage and mortgage origination businesses. An
increase in mortgage interest rates during the first nine months of 2000
adversely affected the revenues and profits of Realty One's single-family home
brokerage and mortgage origination business. Realty One reported decreases in
revenue and EBITDA of $4.8 million and $2.7 million, respectively, for the nine
months ended September 30, 2000, as compared to 1999.
NATURE OF OPERATIONS
Revenues from tenant representation, investment sales, debt placements,
agency leasing and residential brokerage, which collectively comprise a
substantial portion of Insignia's service revenues, are transactional in nature
and therefore subject to seasonality and business and capital market conditions.
Such seasonal and other factors materially impact the Company's quarterly
results, particularly revenues, earnings and cash flows.
Consistent with the industry in general, the commercial services segment
has historically experienced its lowest quarterly operating results in the first
quarter of each year as a result of the desire of clients to complete
transactions by calendar year-end. This phenomenon generally results in higher
revenues and income in the last half of the year and a gradual slowdown in
transactional activity and corresponding operating results during the first
quarter.
The residential services segment is materially impacted by the seasonal
factors of Realty One's home brokerage and mortgage origination business. Due to
the geographic location of Realty One's operations in Ohio, weather conditions
have historically had an adverse effect on single family home sales resulting in
operating losses during the first quarter of each year. The volume of Realty
One's home brokerage and mortgage transactions typically peak during the spring
and summer months, coinciding with both favorable weather conditions and the
increased tendency for moving between school years, resulting in higher revenues
and earnings during the second and third quarters of each year.
A significant portion of the expenses associated with transactional
activities in the commercial and residential segments is directly correlated to
revenue. As a consequence of the seasonality of revenues, the Company's income
is normally expected to be lowest in the first quarter and highest in the fourth
quarter of each year. Insignia continues to believes that its large, diversified
client base, geographical reach, overall size and number of annual transactions
help to minimize the impact of seasonality and other changes in business and
capital market conditions on annual revenues and earnings.
25
<PAGE>
FORWARD LOOKING STATEMENTS
Certain items discussed in this Report constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and, as such, involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. You can
identify such statements by the fact that they do not relate strictly to
historical or current facts. Statements which make reference to the expectations
or beliefs of the Company or any of its management are such forward-looking
statements. These statements use words such as "believe", "expect", "should" and
"anticipate". Such information includes, without limitation, statements
regarding the results of litigation, Insignia's future financial performance,
estimated capital expenditures and statements concerning the performance of the
U.S. and international commercial and residential brokerage markets. Such
information also includes statements regarding the Company's plans to develop,
operate or expand commercially viable Internet and e-commerce businesses, and to
seek or obtain equity investments in third-party Internet-related businesses.
Actual results will be affected by a variety of risks and factors, including,
without limitation, international, national and local economic conditions and
real estate risks and financing risks.
All such forward-looking statements speak only as of the date of this
Report. The Company expressly disclaims any obligation or undertaking to release
publicly any updates of revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
Insignia is exposed to a variety of market risks, including foreign
currency exchange rate fluctuations and changes in interest rates. The Company's
earnings and cash flows are subject to fluctuations due to changes in foreign
currency exchange rates from the Company's operations in foreign jurisdictions.
In addition to the United States, the Company conducts business in the following
foreign jurisdictions: United Kingdom, Germany, Italy, Belgium and the
Netherlands. As a result of these foreign operations, the Company's financial
results could be significantly affected by factors such as fluctuations in
foreign currency exchange rates and weak economic conditions in these foreign
markets. These foreign factors have not had a material adverse effect on the
Company and are not expected to have a material impact in the foreseeable
future.
The Company's interest income and expense are most sensitive to the changes
in the general level of interest rates. In this regard, changes in interest
rates affect the interest earned on the Company's cash equivalents and
short-term investments as well as interest paid on its debt. Interest rates are
sensitive to many factors including governmental monetary and tax policies,
domestic and international economic and political considerations and other
factors that are beyond the Company's control. An increase or decrease of 1% in
prevailing interest rates at current cash and debt levels would have an
estimated annual net impact of approximately $1.0 million on the Company's
results of operations.
26
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
See Note 13 - "Material Contingencies" in Notes to Condensed Consolidated
Financial Statements, Part I, Item 1, of this Form 10-Q.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on July 5, 2000,
at 11:00 a.m., Eastern Time, to vote on the following items:
1. Election of three (3) directors, each for a term of three years expiring in
2003, all of which were elected.
<TABLE>
NUMBER OF NUMBER OF NUMBER OF % OF VOTES CAST
NAME SHARES APPROVING SHARES WITHHELD BROKER NON-VOTES CAST
---- ---------------- --------------- ---------------- ----
<S> <C> <C> <C> <C>
Robin L. Farkas 15,677,187 1,047,004 93.7%
Robert J. Denison 16,431,371 292,820 98.2%
H. Strauss Zelnick 15,622,236 1,101,955 93.4%
</TABLE>
2. The ratification of the amendment to the Company's Executive Performance
Incentive Plan.
% OF VOTES
CAST
----
For 16,400,804 98.1%
Against 293,091
Withheld 30,296
Broker Non-Votes --
-----------------
16,724,191
3. The ratification of the appointment of Ernst & Young, LLP as the Company's
independent auditors for the year ending December 31, 2000.
% OF VOTES
CAST
----------
For 16,714,554 99.9%
Against 4,420
Withheld 5,217
Broker Non-Votes --
-------------
16,724,191
-------------
There were no other matter brought to a vote before the security holders.
27
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
a) Exhibits
10.6(m) Amendment No. 5 to Warrant Agreement, dated as of
September 18, 2000, between Insignia Financial Group, Inc. and
APTS Partners, L.P., providing for the issuance of warrants to
purchase 266,667 shares of common stock.
10.6(n) Amendment No. 5 to Warrant Agreement, dated as of
September 18, 2000, between Insignia Financial Group, Inc. and
APTS Partners, L.P., providing for the issuance of warrants to
purchase 293,333 shares of common stock.
10.6(o) Amendment No. 6 to Warrant Agreement, dated as of
September 18, 2000, between Insignia Financial Group, Inc. and
APTS Partners, L.P., providing for the issuance of warrants to
purchase 316,667 shares of common stock.
10.6(p) Amendment No. 7 to Warrant Agreement, dated as of
September 18, 2000, between Insignia Financial Group, Inc. and
APTS V, L.L.C., providing for the issuance of warrants to
purchase 51,944 shares of common stock.
27.1 Financial Data Schedule
28
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INSIGNIA FINANCIAL GROUP, INC.
By: /s/Andrew L. Farkas
------------------------------------------
Andrew L. Farkas
Chairman and Chief Executive Officer
By: /s/James A. Aston
------------------------------------------
James A. Aston
Chief Financial Officer
29
