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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
COMMISSION FILE NO. 1-11278
THE DEWOLFE COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2895334
(State or other jurisdiction (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
<TABLE>
<S> <C>
80 HAYDEN AVENUE 02421-7962
LEXINGTON, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (781) 863-5858
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<S> <C>
COMMON STOCK $.01 PAR VALUE AMERICAN STOCK EXCHANGE
- -------------------------------------------------- --------------------------------------------------
(Title of class) (Name of each exchange on which registered)
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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
l934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form l0-K or any amendment to this
Form l0-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
Registrant (assuming for these purposes, but without conceding, that all
executive officers and Directors are "affiliates" of the Registrant) as of March
1, 2000 (based on the closing sale price as reported on AMEX on such date) was
$5,652,049.
The number of shares outstanding of the Registrant's Common Stock as of
March 1, 2000 was 3,360,019.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 16, 2000, are incorporated by reference in Part
III.
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<PAGE>
PART I
ITEM 1. BUSINESS
The DeWolfe Companies, Inc. (the "Company") is an integrated homeownership
services company, primarily engaged in the business of providing sales and
marketing services to consumers in connection with residential real estate
transactions. In addition, the Company originates and services residential
mortgage loans, markets insurance products, and provides corporate and employee
relocation and related services to a variety of clients. As such, the Company
describes the services that it renders as "homeownership" services. The Company
concentrates primarily in the residential segment of the real estate market.
Accordingly, for financial purposes the Company views itself as having three
reportable operating segments: real estate, including both real estate brokerage
and relocation services; mortgage banking; and insurance services. For
additional segment information, see Note L of the Notes to Consolidated
Financial Statements. The Company is the largest homeownership company in New
England where its services are offered in Massachusetts, New Hampshire, Maine,
Connecticut and Rhode Island.
The Company was incorporated in Massachusetts in 1984 at which time it
acquired The DeWolfe Company, Inc., which had been incorporated in 1975 as the
successor to a real estate brokerage business originally founded in 1949 by the
family of the Company's Chairman and Chief Executive Officer, Richard B.
DeWolfe. The DeWolfe Companies, Inc. is the parent corporation of four principal
subsidiary corporations, which are the Company's operating entities: The DeWolfe
Company, Inc. and its subsidiaries provide residential real estate sales and
marketing services; DeWolfe Mortgage Services, Inc. originates and services
residential real estate mortgage loans; DeWolfe Relocation Services, Inc., and
its subsidiaries provide relocation services; and The DeWolfe Insurance Agency,
Inc. provides insurance products to the Company's customer base. The Company and
its subsidiaries do business under the trade name "DeWolfe". References in this
Report to the business and operations of the Company include the business and
operations of the Company and its consolidated subsidiaries.
RESIDENTIAL REAL ESTATE SALES AND MARKETING
The Company acts as a broker or agent in residential real estate
transactions. In performing these services, the Company has historically
represented the seller, either as the listing broker, or as a co-broker in the
sale. In acting as a broker for the seller, the Company's services include
assisting the seller in pricing the property and preparing it for sale,
advertising the property, showing the property to prospective buyers, and
assisting the seller in negotiating the terms of the sale and in closing the
transaction. In exchange for these services, the seller pays to the Company a
commission, which is generally a fixed percentage of the sales price. In a
co-broke arrangement the listing broker typically splits its commission with the
other co-broker involved in the transaction. The Company also offers buyer
brokerage services. When acting as a broker for the buyer, the Company's
services include assisting the buyer in locating properties that meet the
buyer's personal and financial specifications, showing the buyer properties, and
assisting the buyer in negotiating the terms of the purchase and closing the
transaction. In exchange for these services a commission is paid to the Company
which also is generally a fixed percentage of the purchase price and is usually,
with the consent of the listing broker, deducted from, and payable out of, the
commission payable to the listing broker. With the consent of a buyer and
seller, subject to certain conditions, the Company may, in certain
circumstances, act as a selling broker and as a buying broker in the same
transaction. The Company recognizes commission revenue and expense from
brokerage services at the time a purchase and sale agreement is signed by the
buyer and seller. Allowances are recorded for amounts that are estimated to be
ultimately unrealized. The Company's sales and marketing services are provided
by licensed real estate sales associates who have entered into independent
contractor agreements with the Company.
RELOCATION SERVICES
Through DeWolfe Relocation Services, Inc. ("DRS"), and its subsidiaries, the
Company offers to employers a variety of specialized services primarily
concerned with facilitating the resettlement of
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transferred employees. These services include sales and marketing of
transferees' existing homes for their corporate employer, assistance in finding
new homes, moving services, educational and school placement counseling,
customized videos, property marketing assistance, rental assistance, area tours,
international relocation, group move services, marketing and management of
foreclosed properties, career counseling, spouse/partner employment assistance,
financial services, and employee buyout funding. Clients can select these
programs and services on a fee basis according to their needs.
In September 1997, the Company entered into an agreement with Reliance
Relocation Services, Inc. ("RELO") to provide relocation services to the RELO
network. The RELO organization comprises a network of 1,100 independent real
estate brokerage firms, which includes 45% of the nation's largest real estate
firms and provides new relocation opportunities with firms on a national level.
The Company is a founding member and shareholder of RELO.
DRS generated approximately 18% of the Company's real estate sales dollar
volume (aggregate sales price) in 1999 and 1998. The alliance with RELO
accounted for approximately 6% and 5% of DRS transactions for the years ended
December 31, 1999 and 1998, respectively.
REAL ESTATE BROKERAGE REVENUES
The following table summarizes the Company's revenues from residential real
estate transactions, including relocation, for the periods indicated:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------------------------
PERCENT PERCENT PERCENT
1999 INCREASE 1998 INCREASE 1997 INCREASE
---------- -------- ---------- -------- ---------- --------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Number of Transactions................ 25,654 35.3% 18,966 29.9% 14,599 3.0%
Aggregate Sales Price................. $5,541,597 30.7% $4,239,029 34.0% $3,162,960 13.1%
Real Estate Brokerage Revenues........ $ 171,725 32.4% $ 129,735 30.1% $ 99,711 11.7%
Net Real Estate Brokerage Revenues.... $ 57,616 24.8% $ 46,170 29.7% $ 35,600 9.4%
</TABLE>
Real estate brokerage revenues accounted for 96%, 96% and 97% of total
revenues and net real estate brokerage revenues accounted for 89%, 89% and 91%
of net revenues of the Company for the years ended December 31, 1999, 1998 and
1997, respectively.
MORTGAGE BANKING
The Company, through its wholly owned subsidiary, DeWolfe Mortgage Services,
Inc. ("DMS"), is engaged in the residential mortgage business, which involves
the origination, sale and servicing of mortgage loans for one-to-four family
residences. The Company primarily originates and services loans for purchases of
properties located in Massachusetts, New Hampshire, Connecticut, Rhode Island
and Maine. The majority of these loans are for home sales transactions in which
the Company also acts as a broker. The term "origination" refers generally to
the process of providing mortgage financing for the purchase of property
directly to the purchaser or for refinancing an existing mortgage. The Company
primarily funds mortgage loans under a $40.0 million line of credit with First
Union National Bank. The majority of its mortgage loans are funded by the line
of credit and the remainder of the loans are funded by investors at closing. The
Company sells the loans that it funds through the line of credit to investors in
the secondary mortgage market. The Company has correspondent relationships with
several financial institutions (investors or wholesale lenders) to whom it sells
some of the mortgage loans that it originates. These sales are pursuant to a
pre-closing commitment from the investor at a specified price, based upon a
specified interest rate and type of mortgage loan. These relationships are
governed by contracts which establish procedures for registering certain types
of loans, including submitting complete loan packages for approval, meeting
conditions established by the investors, funding the loans, delivering the
closed loan package, and assigning the loan to the investor. The Company
originates "conventional" mortgage loans, as well as loans that are guaranteed
or insured by agencies of the federal government, secured by one-to-
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four family residential properties (including condominiums), that comply with
the requirements for sale to either the Federal National Mortgage Association
("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC"). The Company
also originates "jumbo" loans (conventional loans that exceed the maximum
amounts qualifying for sale to FNMA or FHLMC but that otherwise generally comply
with FNMA or FHLMC requirements) and other loans that do not comply with FNMA or
FHLMC requirements but that do comply with requirements for sale to private
investors.
The Company is an approved seller/servicer of FNMA and FHLMC, the largest
national investors in residential mortgage loans and the Company sells some of
its loans directly to these investors, while retaining the rights to service
these loans. Mortgage servicing includes processing loan payments, administering
escrow funds, monitoring delinquencies, managing foreclosures, and answering
borrowers' inquires. Servicing fees are collected by the Company out of mortgage
payments and are normally equal to a fixed percentage of the declining principal
balance of the loan. In addition, income is derived from earnings on escrow
accounts, late fees, and interest on funds received from borrowers prior to
remittance to the purchasers of the loan. The right to service these loans has
been treated as an asset (Originated Mortgage Servicing Rights) of the Company.
This servicing asset is subject to adjustments for impairment of valuation due
to prepayment risk.
The funding of loans by investors at closing or through the line of credit
arrangement subjects the Company to certain risks. For example, if a loan fails
to satisfy the terms required under an investor's pre-closing commitment, the
investor may decide not to fund or purchase the loan. Alternatively, there is a
risk that the Company will fail to obtain a pre-closing commitment from an
investor in the secondary market when the Company makes a loan commitment to a
borrower. In either case, the Company would then be required to find an
alternative investor, which, depending on market conditions, and the nature of
the issue giving rise to the first investor's failure to purchase the loan,
could result in the loan being unsaleable or saleable only at a loss. The
Company believes its exposure to interest rate risk is reasonable, but rapid
changes in interest rates could result in loans being sold at a loss.
Another risk the Company faces under this way of doing business is if an
error is made in confirming coverage of a commitment, or if an investor breaches
its obligation to purchase a loan at the agreed-upon price. The Company manages
these risks by maintaining strict policies and procedures to insure proper
coverage, and by carefully evaluating the financial capabilities and business
practices of its investors.
The Company's mortgage servicing business is also subject to certain risks.
For example, the decision to purchase servicing rights or to sell loans while
retaining servicing rights is based in part on the Company's estimate of the
market value of the servicing rights purchased or retained, which in turn is
based on the estimated present value of the expected future cash flows from such
rights. Various events, such as a higher than anticipated rate of default or
prepayment on loans which the Company has servicing rights, could adversely
affect the value of, and earnings from, these rights. However, it is the
Company's practice to acquire or retain only servicing rights "without
recourse", which means that if a borrower defaults on a loan, then the Company
would not be required to remit funds to the loan investor or owner until
remittance was received from the borrower.
Mortgage loan origination revenue consists primarily of loan origination
fees, application and investor fees paid by the borrowers, originated mortgage
servicing rights capitalized and service release premiums paid by the investors.
Mortgage revenues are offset by direct loan origination costs, which consist of
commissions paid to the Company's mortgage consultants and appraisal fees and
credit report fees paid to third parties. The Company recognizes mortgage
origination revenues and costs when the sale of a mortgage loan is consummated.
DeWolfe Mortgage Services, Inc. is licensed as both a mortgage lender and as a
mortgage broker in Massachusetts, New Hampshire, Rhode Island, Maine and
Connecticut.
5
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The following table summarizes the Company's mortgage origination and
servicing activities for the periods indicated:
<TABLE>
<CAPTION>
PERCENT PERCENT PERCENT
FOR THE YEAR ENDED DECEMBER 31: 1999 INCREASE 1998 INCREASE 1997 INCREASE
- ------------------------------- -------- -------- -------- -------- -------- --------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Mortgages Originated and Closed........... 2,939 9.7% 2,678 41.0% 1,899 3.0%
Closed Loan Volume........................ $451,894 5.1% $429,899 46.6% $293,178 7.0%
Mortgage Revenues......................... $ 4,679 0.0% $ 4,680 65.8% $ 2,822 10.1%
Balance at December 31:
Loans Serviced for Others................. $110,534 30.4% $ 84,740 108.1% $ 40,715 245.5%
Originated Mortgage Servicing Rights,
Net..................................... $ 969 27.8% $ 758 155.2% $ 297 253.6%
</TABLE>
INSURANCE SERVICES
In 1996, the Company commenced its insurance agency business and began
acting as an insurance agent, advising customers as to their insurance needs and
the appropriate types and amounts of coverage, placing coverage on their behalf
with insurers directly or through wholesale insurance brokers, and assisting
them with any subsequent claims. In return for these services, the Company's
customers pay premiums based upon the type and amount of coverage purchased and
the insurer remits to the Company a commission for sale of the coverage. Premium
and commission rates vary in amount depending upon the type of insurance
coverage provided, the insurance company underwriting the coverage and other
factors. Gross commission revenues from insurance were $1.2 million in 1999 and
$585,000 in 1998. In May 1998 DeWolfe Insurance Agency, Inc. acquired the
personal lines business of the Curtin Insurance Agency, Inc., which included
approximately 5,000 policyholders.
MARKETING
The Company's real estate sales and marketing, mortgage banking, insurance,
and relocation services are marketed by a multimedia program conducted
throughout Massachusetts, New Hampshire, Rhode Island, Connecticut, and Maine.
This program includes direct mail, newspaper, internet (through dewolfe.com),
catalog, radio and television advertising. In addition, the integrated nature of
the Company's services is designed to produce a flow of customers from its sales
and marketing business to its mortgage and insurance businesses.
COMPETITION
The businesses in which the Company is engaged are highly competitive. Many
of its competitors, through affiliated franchising organizations, have
substantially greater financial resources than the Company. However, the Company
believes that its ability to offer its customers a range of inter-related
services and its relative strength in residential real estate sales and
marketing strongly position it to meet the competition and improve its market
share.
In the Company's traditional business of residential real estate sales and
marketing, the Company competes primarily with franchise real estate
organizations, such as Century-21, ERA, Realty World, GMAC Home Services,
RE/MAX, The Prudential, and Coldwell Banker; and multi-office independent real
estate organizations. The Company believes that its major competitors in 2000
will be franchise organizations, such as RE/MAX and Coldwell Banker. Companies
compete for sales and marketing business primarily on the basis of services
offered, reputation, personal contacts, and price.
The Company's relocation business is fully integrated with its residential
real estate sales and marketing business. Accordingly, the Company's major
competitors are many of the same franchise organizations previously noted.
Competition in the relocation business is based primarily on level of service,
reputation, personal contact and recently to a greater extent, price.
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In its mortgage loan origination business, the Company competes with other
mortgage originators, such as mortgage bankers, state and national banks, and
thrift institutions. Many of the Company's competitors for mortgage services
have substantially greater resources than the Company. The Company competes for
loan origination business based on services offered, price and available terms,
and its ability to obtain referrals through its sales and marketing services.
DMS employs full-time mortgage consultants who are assigned to various Company
real estate offices. The mortgage consultants originate mortgage loans almost
exclusively, from the Company's real estate customers.
In its insurance business, the Company competes with other insurance
agencies, brokerages, direct writers and mass marketers of personal insurance
products. The Company competes for insurance business on the basis of the
products and pricing structures of several national and regional carriers. New
business is generated from the real estate company referrals and discounted
group programs.
GOVERNMENT REGULATION
Several facets of the Company's business are subject to government
regulation. For example, the Company's real estate sales and marketing
subsidiaries are licensed as real estate brokers in the states in which they
conduct their real estate brokerage businesses. In addition, the Company's real
estate sales associates must be licensed as real estate brokers or salespersons
in the states in which they conduct business. Future expansion of the Company's
operations into new geographic markets may subject it to similar licensing
requirements in other states.
A number of states and localities have adopted laws and regulations imposing
environmental controls, disclosure rules, zoning, and other land use
restrictions, which can materially impact the marketability of certain real
estate. However, the Company does not believe that compliance with
environmental, zoning, and land use laws and regulations has had, or will have,
a materially adverse effect on its financial condition or operations.
In its mortgage business, mortgage loan origination activities are subject
to the Equal Credit Opportunity Act, the Federal Truth-in-Lending Act, the Real
Estate Settlement Procedures Act, and the regulations promulgated thereunder
which prohibit discrimination and require the disclosure of certain information
to borrowers concerning credit and settlement costs. As an approved FNMA and
FHLMC mortgage seller, the Company is required to comply with FNMA and FHLMC
seller guidelines for secondary sale of mortgages.
Additionally, there are various state laws affecting the Company's mortgage
operations, including licensing requirements and substantive limitations on the
interest and fees that may be charged. States also have the right to conduct
financial and regulatory audits of the loans under their jurisdiction. The
Company is licensed as a mortgage lender and as a mortgage broker in
Massachusetts, New Hampshire, Maine, Rhode Island, and Connecticut. In
Massachusetts, the Company is required to submit annual audited financial
statements to the Commissioner of Banks and maintain a minimum net worth of
$100,000, $75,000 of which can be in the form of a bond.
There are various state laws affecting the Company's insurance operations,
including licensing requirements.
The Company is not aware of any material licensing or other government
regulatory requirements governing its relocation business, except to the extent
that such business also involves the rendering of real estate brokerage
services, the licensing and regulation of which are described above.
TRADE NAMES
The name "DeWolfe" (registered in Massachusetts, New Hampshire, Connecticut,
Rhode Island, and Maine), the DeWolfe logotype, and the tagline "One Stop and
You're Home" are used extensively in the Company's businesses. These service
marks are material to the business of the Company and have been registered in
the applicable states. The tagline "One Stop and You're Home" has also been
registered
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federally. In addition, the Company continues to use the trade names of certain
companies that it has acquired.
SEASONALITY
The residential real estate sales and marketing business, mortgage loan
origination business, and relocation services business are subject to seasonal
fluctuations. Historically, revenues from these businesses are greater in the
spring and summer months than in the fall and winter months. The following table
illustrates the percentage of the Company's revenues by quarter for the periods
indicated.
<TABLE>
<CAPTION>
PERCENTAGE OF REVENUES
--------------------------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
First Quarter........................................ 20.8% 22.3% 21.7%
Second Quarter....................................... 31.8% 31.6% 29.2%
Third Quarter........................................ 26.0% 24.2% 26.5%
Fourth Quarter....................................... 21.4% 21.9% 22.6%
---- ---- ----
100% 100% 100%
==== ==== ====
</TABLE>
WORK FORCE
At December 31, 1999 the Company's total work force numbered 2,746 people,
including 519 employees (including 80 mortgage banking personnel), 2,219 real
estate sales associates and 8 relocation associates. The Company believes that
its relations with its personnel are satisfactory and none of its employees is
represented by a union. All of its real estate sales associates are independent
contractors. As independent contractors, the real estate sales associates are
paid by commission solely on the basis of closed sales transactions. Mortgage
consultants are paid primarily on the basis of closed mortgage loans.
GROWTH STRATEGIES
ACQUISITIONS
Historically, the Company's growth has been achieved primarily through
acquisitions. In some acquisitions, the Company acquired the respective business
under a non-competition, consulting, and cooperation agreement with the acquired
firm's principal which provided for contingent cash payments to such principal
in exchange for the principal's fulfillment of the terms of the agreement and
based upon the net commission income derived from the acquired firm's sales
offices during the term of the agreement. In other cases the purchase price was
paid primarily with cash or the issuance of shares of the Company's common
stock.
The Company expects to fund all or a portion of future acquisitions through
credit facilities negotiated with the principals of the acquired Companies or
with institutional lenders. Additionally, the Company may continue to issue
shares of its common stock to complete acquisitions and in some cases the
Company may grant registration rights to the sellers in such acquisitions. As a
result, resales of shares issued in such acquisitions may affect the market
price of the Company's stock, depending on the number of shares sold in any
particular period.
During 1999, the Company completed the acquisition of ten real estate
brokerage firms, including J.W. Riker Northern Rhode Island, Inc. and Mark
Stimson Associates and Mark Stimson Real Estate Network, Inc.
During 1998, the Company completed the acquisition of four real estate
brokerage firms, including Dollar Dry Dock Real Estate, Inc. ("DDD") and its
wholly-owned subsidiary, The Heritage Group, Inc. Additionally, in May 1998,
DeWolfe Insurance Agency, Inc. acquired the personal lines business of the
Curtin Insurance Agency, Inc., which included approximately 5,000 policyholders.
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See page 10 of "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
DIVERSIFICATION
The Company has expanded by entering businesses related to homeownership
such as mortgage banking and insurance. The Company expects to continue to
investigate other revenue producing services providing a better range of
products and quality of service related to homeownership.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 80 Hayden Avenue,
Lexington, Massachusetts where it leases approximately 36,500 square feet of
space under a lease which requires rent of $936,000 per year ($26 per square
foot) and expires in June, 2004. In addition, the Company leases office space
for its 101 locations and 2 storage space locations, which consist of an average
of 2,700 square feet each, under leases which require rent ranging from $9,000
per year ($13 per square foot) to $257,000 per year ($21 per square foot) and
expire at various times through September, 2007. The Company owns the land and
building occupied by its Westford, Massachusetts sales office. The property
includes approximately 4,400 square feet of sales office space. As of December
31, 1999 the property was subject to mortgages in the aggregate amount of
$295,000.
ITEM 3. LEGAL PROCEEDINGS
The Company is not party to any legal proceedings, except for litigation and
arbitration claims arising in the ordinary course of business which, if
adversely determined, should not have, in the opinion of the Company, a material
adverse effect either in the aggregate or in any single case on the operations
or financial condition of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The common stock of the Company is traded on the American Stock Exchange
under the symbol "DWL". The following table sets forth, for the periods
indicated, the high and low selling prices as reported by the American Stock
Exchange. As of March 1, 2000, there were 3,879 record holders of the Company's
Common Stock.
<TABLE>
<CAPTION>
CALENDAR PERIOD 1998 HIGH LOW
- -------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
First Quarter.............................................. $6 7/16 $5 7/8
Second Quarter............................................. 8 1/2 5 7/8
Third Quarter.............................................. 7 15/16 5 1/2
Fourth Quarter............................................. 7 5/8 4 15/16
CALENDAR PERIOD 1999
First Quarter.............................................. $8 1/2 $6 3/4
Second Quarter............................................. 7 3/4 6 15/16
Third Quarter.............................................. 8 6 3/4
Fourth Quarter............................................. 7 3/8 6 5/16
</TABLE>
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On November 9, 1999, the Company declared a special cash dividend of $0.15
per common share payable on January 4, 2000 to holders of record on December 7,
1999. On November 24, 1998 the Company declared a special cash dividend of $0.12
per common share payable on January 4, 1999 to holders of record on December 7,
1998. Pursuant to credit agreements with BankBoston, N.A., the Company is
restricted from paying dividends without the prior written consent of the
lender, which was obtained in each case. The Company will periodically evaluate
the merits of paying future cash dividends, however at this time the Company has
no plans to pay any future cash dividends.
ITEM 6. SELECTED FINANCIAL DATA--FIVE YEAR FINANCIAL SUMMARY
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
-------------------------------------------------------------
FISCAL YEAR
-------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS
Total revenue............................ $178,829 $135,420 $103,144 $92,274 $80,072
Commission expense....................... 114,109 83,565 64,111 56,695 48,700
-------- -------- -------- ------- -------
Net revenue.............................. 64,720 51,855 39,033 35,579 31,372
Operating Income......................... 8,656(a) 6,244(b) 2,120(c) 3,783 899(d)
Income before income taxes............... 8,580 5,834 1,946 3,425 203
Net income............................... 4,984 3,233 1,070 1,930 115
PER SHARE DATA:
Basic earnings per share................. $ 1.49 $ 0.99 $ 0.33 $ 0.58 $ 0.04
Diluted earnings per share............... $ 1.41 $ 0.95 $ 0.32 $ 0.57 $ 0.03
Basic weighted average shares
outstanding............................ 3,350 3,251 3,271 3,311 3,216
Diluted weighted average shares
outstanding............................ 3,538 3,394 3,344 3,409 3,340
</TABLE>
- ------------------------
(a) Includes a pre-tax charge of $660,000 or $.11 per share after taxes, for
costs related to acquisitions.
(b) Includes a pre-tax charge of $405,000 or $.07 per share after taxes, for
costs related to acquisitions.
(c) Includes a pre-tax charge of $250,000 or $.04 per share after taxes,
primarily related to office closings.
(d) Includes a pre-tax charge of $281,000 or $.05 per share after taxes, for
restructuring and write down of certain non-performing assets.
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
----------------------------------------------------
AS OF DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
FINANCIAL POSITION
Commissions receivable, net of allowance....... $21,786 $17,227 $12,490 $12,589 $11,416
Mortgage loans held for sale................... 9,774 24,289 12,508 6,735 11,046
Total assets................................... 65,281 63,652 39,617 32,597 35,206
Long-term debt................................. 15,396 8,195 4,004 3,215 5,427
Total liabilities.............................. 47,582 50,581 28,819 22,405 27,012
Stockholders' equity........................... 17,699 13,071 10,798 10,192 8,193
</TABLE>
10
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW OF OPERATIONS
Net income for 1999 was $5.0 million compared to $3.2 million in 1998. The
increase in net income in 1999 was primarily attributed to continued growth in
the Company's existing real estate markets and the effect of business
combinations.
The following table summarizes selected operating ratios (shown as a
percentage of net revenue) as of December 31 for each of the years indicated:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Operating Income........................................ 13.4% 12.0% 5.4%
Income before taxes..................................... 13.3% 11.3% 5.0%
Net Income.............................................. 7.7% 6.2% 2.7%
</TABLE>
BUSINESS COMBINATIONS
Historically, the Company's growth has been achieved primarily through
acquisitions. During 1999 the Company completed the acquisition of ten real
estate brokerage firms. During 1998, the Company completed the acquisition of
four real estate brokerage firms. Additionally, in May 1998, DeWolfe Insurance
Agency, Inc. acquired the personal lines business of the Curtin Insurance
Agency, Inc., which included approximately 5,000 policyholders.
The combined purchase price of the acquisitions in 1999 was $8.7 million.
The agreements also require additional payments to be made not to exceed $2.3
million if specific operating goals are achieved by the acquired entities. The
combined purchase price of the acquisitions in 1998 was $6.1 million plus
additional payments not to exceed $150,000 to be paid if specific operating
goals are achieved by the acquired entities. The acquisitions were funded by
borrowings from the Company's acquisition line of credit and financing from the
principals of the acquired companies.
All business combinations have been accounted for under the purchase method
of accounting and, accordingly, are included in the Company's financial
statements from the date of acquisition.
See Item 1, "Growth Strategies," and Note B of Notes to Consolidated
Financial Statements for further discussion of business combinations.
RESULTS OF OPERATIONS
1999 COMPARED WITH 1998
REAL ESTATE BROKERAGE REVENUES
Real estate brokerage revenues increased 32% in 1999 to $171.7 million, an
increase of $42.0 million over 1998. Real estate brokerage revenue per sales
associate was $89,000 in 1999 and $84,000 in 1998. The increase in real estate
brokerage revenues was primarily attributed to the growth in the Company's
existing markets and the effect of business combinations. The Company's growth
in its existing markets is attributed to the continued strong economy and the
generally low interest rate environment combined with the Company's integrated
homeownership service marketing strategy.
Real estate brokerage revenues in 1999 include $7.3 million of revenues from
relocation services as compared to $6.8 million in 1998, an increase of 8%. The
increase was primarily due to an increase in the number of corporate services
clients as well as the Company's expansion into new markets.
Net revenues from real estate brokerage increased 25% in 1999 to $57.6
million, an increase of $11.4 million over 1998. Net real estate brokerage
revenues as a percentage of real estate brokerage revenues
11
<PAGE>
decreased to 34% for 1999 as compared to 36% in 1998. Net revenues from real
estate brokerage are impacted by many factors, including those beyond the
Company's control, such as the number of co-brokered home sales and prevailing
market rates for sales associates commission structures.
MORTGAGE REVENUES
Mortgage revenues in 1999 were $4.7 million, the same as 1998. During 1999,
the Company's closed loan volume totaled $451.9 million compared to $429.9
million in 1998.
INSURANCE REVENUES
Insurance revenues increased 104% in 1999 to $1.2 million, an increase of
$608,000 over 1998. The increase was primarily due to the acquisition of the
personal lines business of the Curtin Insurance Agency, Inc. in May 1998, as
well as a higher percentage of real estate brokerage customers purchasing their
insurance through the Company.
OTHER REVENUES
Other revenues increased 193% in 1999 to $1.2 million, an increase of
$812,000 over 1998. The increase is primarily due to revenues related to
reimbursement of real estate expenditures and services.
OPERATING EXPENSES
Operating expenses increased 23% in 1999 to $56.1 million, an increase of
$10.5 million over 1998. Operating expenses as a percentage of net revenues
decreased to 87% in 1999 as compared to 88% in 1998. The increase in operating
expenses in 1999 is primarily due to costs associated with the increase in the
Company's overall business and non-recurring expenses of $660,000 in costs
related to acquisitions.
INTEREST EXPENSE AND INTEREST INCOME
Interest expense decreased by $45,000 in 1999 as compared to 1998. The
decrease in 1999 was primarily due to a decrease of $456,000 in interest on the
mortgage warehouse line of credit, offset by additional interest of $411,000
primarily related to the financing of acquisitions. The decrease in interest on
the mortgage warehouse line of credit was primarily due to the average balance
outstanding on the line.
Interest income increased by $289,000 in 1999 as compared to 1998. The
increase was primarily due to additional interest earned on bank accounts of
$319,000 and partially offset by a decrease in interest earned on originated
mortgage loans held for sale. The change in net interest earned on bank accounts
was primarily due to balances kept in escrow and operating bank accounts and
interest rates earned on these accounts.
RESULTS OF OPERATIONS
1998 COMPARED WITH 1997
REAL ESTATE BROKERAGE REVENUES
Real estate brokerage revenues increased 30% in 1998 to $129.7 million, an
increase of $30.0 million over 1997. Real estate brokerage revenue per sales
associate was $84,000 in 1998 and $73,000 in 1997. The increase in real estate
brokerage revenues was primarily attributed to the continued increase in
business in the Company's existing markets which the Company believes was caused
by the continued low interest rate market and strong consumer confidence that
had a generally positive effect on residential real estate brokerage in 1998 and
1997 and revenues from business combinations.
Real estate brokerage revenues in 1998 include $6.8 million of revenues from
relocation services as compared to $5.7 million in 1997, an increase of 18%. The
increase was primarily due to an increase in the
12
<PAGE>
number of corporate services provided which is primarily attributed to the
increase in business in the Company's existing markets.
Net revenues from real estate brokerage increased 30% in 1998 to $46.2
million, an increase of $10.6 million over 1997. Net real estate brokerage
revenues as a percentage of real estate brokerage revenues decreased to 35.6%
for 1998 as compared to 35.7% in 1997. Net revenues from real estate brokerage
are impacted by many factors, including those beyond the Company's control, such
as the number of co-brokered home sales and pressure on the Company to change
commission structures to attract qualified sales associates.
MORTGAGE REVENUES
Mortgage revenues increased 66% in 1998 to $4.7 million, an increase of $1.9
million over 1997. The increase was primarily due to an increase in mortgage
loans closed, which the Company believes was caused by continued low interest
rates and continued strong consumer confidence, and improved pricing on loans.
During 1998, the Company's closed loan volume totaled $429.9 million compared to
$293.2 million in 1997.
INSURANCE REVENUES
Insurance revenues increased to $585,000 for 1998 compared to $37,000 in
1997. The increase was primarily due to the acquisition of the personal lines
business of the Curtin Insurance Agency, Inc. in May 1998.
OPERATING EXPENSES
Operating expenses increased 24% in 1998 to $45.6 million, an increase of
$8.7 million over 1997. Operating expenses as a percentage of net revenues
decreased to 88% in 1998 as compared to 95% in 1997. The increase in operating
expenses in 1998 is primarily due to costs associated with the increase in the
Company's overall business and non-recurring expenses of $405,000 in costs
related to acquisitions.
INTEREST EXPENSE AND INTEREST INCOME
Interest expense increased by $905,000 in 1998 as compared to 1997. The
increase in 1998 was primarily due to additional interest of $613,000 related to
the mortgage warehouse line of credit due to increased loan closings. The
remaining interest increase of $292,000 was primarily due to increased interest
expense from borrowings related to the financing of acquisitions, primarily
Dollar Dry Dock Real Estate, Inc., offset in part by reduced interest expense
due to scheduled repayment of the Company's debt.
Interest income increased by $669,000 in 1998 as compared to 1997. The
increase was primarily due to additional interest earned on mortgage loans of
$577,000 and $92,000 in net interest on bank accounts. The increase in mortgage
loan interest was due to increased loan closings in 1998 compared to 1997. The
change in net interest earned on bank accounts was primarily due to balances
kept in escrow and operating bank accounts and interest rates earned on these
accounts.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's cash and cash equivalents at December 31, 1999 totaled $9.6
million compared to $6.2 million at December 31, 1998. Cash provided by
operating activities was $23.1 million in 1999, as compared to cash used in
operations of $2.5 million in 1998, and $2.2 million in 1997. The changes in
cash provided by or used in operations in 1999, 1998, and 1997 were primarily
due to the decreases and increases in the Company's mortgage loans held for sale
which were funded by the Company's mortgage warehouse line of credit with First
Union National Bank and by cash generated by net earnings. Net cash provided
relating to
13
<PAGE>
a decrease in mortgage loans held for sale was $18.6 million in 1999 as compared
to net cash used related to increases in mortgage loans held for sale of $7.9
million in 1998 and $3.3 million in 1997.
Expenditures for property and equipment totaled $2.1 million in 1999, $1.4
million in 1998, and $1.3 million in 1997. Capital spending during this period
was primarily attributed to the Company's investment in improvements to acquired
and existing sales offices and upgrades to systems and technology. The Company
intends to continue to make expenditures for property and equipment in order to
maintain the standards for a quality appearance and processing systems in all of
the Company's locations.
The Company has various credit arrangements with BankBoston, N.A., including
a $20.0 million acquisition line of credit, a revolving line of credit of $5.0
million, a term note of $725,000, and an aggregate equipment lease line of
credit and chattel mortgage financing of $5.0 million.
The outstanding amount under the acquisition line of credit was $11.5
million at December 31, 1999 and $5.1 million at December 31, 1998. There was no
outstanding amount under the revolving line of credit at December 31, 1999 and
1998. The remaining outstanding balance of the term note was $225,000 at
December 31, 1999 and $525,000 at December 31, 1998. At December 31, 1999 and
1998, the Company had outstanding balances under lease line of credit and
chattel mortgage financing of $2.9 million and $2.7 million, respectively.
In connection with its mortgage loan activity, the Company maintains a $40.0
million mortgage warehouse line of credit with First Union National Bank that is
used to finance mortgage loans that it originates. The credit line had
outstanding balances of $9.0 million and $23.8 million at December 31, 1999 and
1998, respectively. The maturity date of the line is May 2000. The Company
expects that the line will be renewed.
In May of 1998, the Company authorized an increase in the amount of the
Company's stock that may be repurchased under its stock repurchase plan to a
total of $1.9 million. As of December 31, 1999, the Company had acquired a total
of $1.3 million of stock under the plan, $31,000 of which was acquired during
1999.
The Company considers its cash flows from operations, combined with its
credit arrangements with BankBoston, N.A. and First Union National Bank, to be
adequate to fund continuing operations. However, the Company expects to continue
to expand its existing businesses, which may include opening new real estate
sales offices as well as making investments in or acquiring other real estate
and / or insurance businesses. As a result, the Company from time-to-time may
seek additional or alternate sources of debt or equity financing which may
include the issuance of shares of the Company's capital stock.
FACTORS AFFECTING FUTURE RESULTS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements, contained herein, which are not historical fact,
including, but not limited to, statements concerning future acquisitions,
financing of such acquisitions, financing of the Company's Mortgage line of
credit, future alternate revenue sources and relocation opportunities may be
deemed to be forward looking statements. There are many important factors that
could cause the Company's actual results to differ materially from those
indicated in the forward-looking statements. Such factors include, but are not
limited to, interest rates and economic conditions generally, regulatory changes
(legislative or otherwise) affecting the residential real estate and mortgage
lending industries, competition, and prevailing rates for sales associate
commission structures.
14
<PAGE>
INFLATION
The Company believes that its revenues per transaction are primarily
affected by the increase or decrease in home sale prices. However, the Company's
expenses are affected by general price changes, which may not necessarily
parallel the changes in home sale prices.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest rate risk is the most significant market risk affecting the
Company. Interest rate risk is the possibility that changes in interest rates
will cause unfavorable changes in net income or in the value of interest-rate
sensitive assets, liabilities and commitments. As part of the Company's interest
rate risk management programs, the Company purchases financial instruments and
enters into agreements with off-balance sheet risk in the normal course of
business. The Company uses financial instruments for the purpose of managing
interest rate risks to protect the value of its mortgage loans held for sale and
mortgage commitment pipeline. Interest rate swaps are also used to convert
floating rates to fixed rates. The Company has no market risk sensitive
instruments held for trading purposes.
Management actively monitors and manages its exposure to interest rate risk.
Analyses are performed for various interest rate scenarios to capture the
expected economic change in market value of rate sensitive assets, liabilities
and commitments.
In the normal course of business, the Company also faces risks that are
either nonfinancial and or nonquantifiable. Such risks include credit risk and
legal risk and are not included in the following table.
<TABLE>
<CAPTION>
DECEMBER 31, EXPECTED MATURITY DATE
-------------------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 THEREAFTER TOTAL VALUE
---------- --------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Rate sensitive assets:
Cash and cash equivalents..... $9,604,000 -- -- -- -- -- $9,604,000 $9,604,000
Mortgage loans held for
sale........................ 9,774,000 -- -- -- -- -- 9,774,000 9,914,000
Average interest rate......... 7.64
Originated mortgage servicing
rights...................... 107,000 $ 100,000 $ 91,000 $ 82,000 $ 74,000 $ 515,000 969,000 1,283,000
Average interest rate
(underlying portfolio)...... 7.00% 7.00% 7.00% 7.00% 7.00% 7.00%
Rate sensitive liabilities:
Long-term debt- fixed rate.... 2,159,000 1,847000 1,220,000 552,000 116,000 114,000 6,008,000 5,965,000
Average interest rate......... 8.21% 8.32% 8.41% 8.06% 7.92% 8.00%
Long-term debt- variable
rate........................ 225,000 1,732,000 2,309,000 2,309,000 2,310,000 2,887,000 11,772,000 11,772,000
Average interest rate......... 8.75% 9.31% 9.50% 9.50% 9.50% 9.50%
Notes payable, bank........... 9,027,000 -- -- -- -- -- 9,027,000 9,027,000
Average interest rate......... 6.63%
Rate sensitive derivative
financial instruments:
Pay fixed/receive variable
interest rate swap.......... 11,500,000 11,500,000 45,000
Average pay rate.............. 7.36%
Average receive rate.......... 8.75%
Commitments to extend credit:
Rate locked................... 15,680,000 15,680,000 24,000
Average interest rate......... 7.79%
Floating rate................. 80,476,000 80,476,000 122,000
Forward commitments........... 25,675,000 -- -- -- -- -- 25,675,000 95,000
Average interest rate......... 7.72%
</TABLE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules listed in Item 14 hereof and the
report of independent auditors included in this report on Pages F-1 through F-25
are incorporated herein by reference.
15
<PAGE>
ITEM 9. CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCOLURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The section under the heading "Business Experience of Nominees and Executive
Officers" on pages 2 and 3 of the Company's Proxy Statement for the Annual
Meeting of Stockholders to be held May 16, 2000 is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION AND OTHER INFORMATION
The section under the heading "Executive Compensation and Other Information"
in the Company's Proxy Statement for the Annual Meeting of Stockholders to be
held May 16, 2000 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section under the heading "Principal Stockholders and Stockholdings of
Management" in the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held May 16, 2000 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The section under the heading "Certain Relationships and Related
Transactions" in the Company's Proxy Statement for the Annual Meeting of
Stockholders to be held May 16, 2000 is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
(a) 1. Financial Statements:
Consolidated Balance Sheets--December 31, 1999 and 1998..... F-2
Consolidated Statements of Income--Years ended December 31,
1999, 1998 and 1997....................................... F-4
Consolidated Statements of Stockholders' Equity --Years
ended December 31, 1999, 1998 and 1997.................... F-5
Consolidated Statements of Cash Flows--Years ended
December 31, 1999, 1998 and 1997.......................... F-6 and F-7
Notes to Consolidated Financial Statements.................. F-8
2. Financial Statement Schedule:
Schedule II Valuation And Qualifying Accounts............. F-25
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
3. Exhibits (See the Index to Exhibits included elsewhere in this Report).
16
<PAGE>
Executive Compensation Plans and Arrangements: The following is a list of
each management contract or compensatory plan or arrangement in which any
director or any of the named executive officers of the registrant participates.
Each such contract, plan, or arrangement is also listed in the Index to Exhibits
included elsewhere in this report. The Exhibit Number in the left-hand column
below refers to the Exhibit Number in this Report. The Reference indicates the
Exhibit Number or letter where a copy of such contract, plan or arrangement can
be found.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION REFERENCE
- ----------- ------------------------------------------------------------ -----------
<S> <C> <C>
10.1 --1992 Stock Option Plan, as amended K-10.4
10.2 -- 1992 Non-Employee Director Stock Option Plan I-10.2
10.3 -- Employment Agreement dated May 20, 1992 with Richard B.
DeWolfe A-10.16
10.4 -- Stock Option Agreement dated May 20, 1992 with Richard B.
DeWolfe A-10.17
10.5 -- Employment Agreement dated May 20, 1992 with Patricia A.
Griffin A-10.20
10.6 -- Employment Agreement dated May 20, 1992 with Paul J.
Harrington A-10.21
10.11 -- Stock Option Agreement dated March 23, 1994, with A.
Clinton Allen B-10.37
10.14 -- Employment Agreement dated April 29, 1996 with James A.
Marcotte G-10(i)
10.16 -- Employment Agreement dated September 2, 1997 with Gail
Hayes H-10.0
10.18 --1998 Stock option plan, as amended M-A
10.19 -- Employment Agreement dated May 14, 1998 with Richard
Pucci K-10.3
10.20 -- Employment Agreement dated February 20, 1998 with Richard
Loughlin *
</TABLE>
<TABLE>
<S> <C>
A -- Incorporated by reference from the Registrant's Registration
Statement on Form S-18 (File No. 33-48113-B). The number set
forth herein is the number of the exhibit in said
Registration Statement.
B -- Incorporated by reference from the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993. The page or reference set forth herein is the exhibit
number in said report.
G -- Incorporated by reference from the Registrant's Quarterly
Report on Form 10-Q for the period ending June 30, 1996. The
number set forth herein is the number of the exhibit in said
report.
H -- Incorporated by reference from the Registrant's Quarterly
Report on Form 10-Q for the period ending September 30,
1997. The page or reference set forth herein is the exhibit
number in said quarterly report.
I -- Incorporated by reference from the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996. The page or reference set forth herein is the exhibit
number in said report.
K -- Incorporated by reference from the Registrant's Quarterly
Report on Form 10-Q for the period ending June 30, 1998. The
page or reference set forth herein is the exhibit number in
said report.
M -- Incorporated by reference from the Registrant's 2000 Proxy
Statement. The reference set forth herein is the exhibit
letter in said Proxy Statement.
</TABLE>
- ------------------------
* Filed herewith
(b) Reports on Form 8-K.
None
17
<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.
<TABLE>
<S> <C> <C>
THE DEWOLFE COMPANIES, INC.
By: /s/ RICHARD B. DEWOLFE
-----------------------------------------
Richard B. DeWolfe
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: March 16, 2000
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ RICHARD B. DEWOLFE
- ------------------------------------------
Richard B. DeWolfe
CHAIRMAN, BOARD OF DIRECTORS,
CHIEF EXECUTIVE OFFICER
AND A DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)
Date: March 16, 2000
/s/ JAMES A. MARCOTTE
- ------------------------------------------
James A. Marcotte
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Date: March 16, 2000
/s/ PAUL DEL ROSSI
- ------------------------------------------
Paul Del Rossi
DIRECTOR
Date: March 16, 2000
/s/ A. CLINTON ALLEN
- ------------------------------------------
A. Clinton Allen
DIRECTOR
Date: March 16, 2000
/s/ R. ROBERT POPEO
- ------------------------------------------
R. Robert Popeo
DIRECTOR
Date: March 16, 2000
18
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
The DeWolfe Companies, Inc.
We have audited the accompanying consolidated balance sheets of The DeWolfe
Companies, Inc. as of December 31, 1999 and 1998, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 1999. Our audits also included the
financial statement schedule listed in the Index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material aspects, the consolidated financial position of The DeWolfe
Companies, Inc. at December 31, 1999 and 1998, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
ERNST & YOUNG LLP
Boston, Massachusetts
January 28, 2000
F-1
<PAGE>
THE DEWOLFE COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................................. $ 9,604,000 $ 6,171,000
Commissions receivable, net of allowance of $933,000 at
December 31, 1999 and $826,000 at December 31, 1998..... 21,786,000 17,227,000
Mortgage loans held for sale.............................. 9,774,000 24,289,000
Advance receivable from stockholder....................... 66,000 66,000
Prepaid expenses and other current assets................. 1,498,000 548,000
----------- -----------
TOTAL CURRENT ASSETS.................................... 42,728,000 48,301,000
PROPERTY AND EQUIPMENT
Land...................................................... 80,000 80,000
Building and improvements................................. 779,000 771,000
Furniture and equipment................................... 9,518,000 8,177,000
Leasehold improvements.................................... 3,451,000 3,379,000
----------- -----------
13,828,000 12,407,000
Accumulated depreciation and amortization................. (6,189,000) (5,622,000)
----------- -----------
NET PROPERTY AND EQUIPMENT................................ 7,639,000 6,785,000
OTHER ASSETS
Note receivable from affiliate............................ 28,000 51,000
Excess of cost over value in net assets acquired, net of
accumulated amortization of $1,937,000 at December 31,
1999 and $1,206,000 at December 31, 1998................ 11,559,000 6,568,000
Non-compete and consulting agreements, net of accumulated
amortization of $607,000 at December 31, 1999 and
$1,071,000 at December 31, 1998......................... 1,264,000 368,000
Trade name, net of accumulated amortization of $262,000 at
December 31, 1999 and $239,000 at December 31, 1998..... 108,000 131,000
Originated mortgage servicing rights, net................. 969,000 758,000
Net deferred tax assets................................... 361,000 241,000
Security deposits and other assets........................ 625,000 449,000
----------- -----------
TOTAL OTHER ASSETS.......................................... 14,914,000 8,566,000
----------- -----------
TOTAL ASSETS................................................ $65,281,000 $63,652,000
=========== ===========
</TABLE>
See notes to consolidated financial statements
F-2
<PAGE>
THE DEWOLFE COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Note payable--bank........................................ $ 9,027,000 $23,825,000
Commissions payable....................................... 15,183,000 11,643,000
Accounts payable.......................................... 1,111,000 1,216,000
Dividend payable.......................................... 506,000 389,000
Accrued expenses.......................................... 3,563,000 2,916,000
Deferred mortgage fee income.............................. 133,000 216,000
Current portion of long-term debt......................... 1,706,000 896,000
Current portion of obligations under capital leases....... 678,000 1,037,000
----------- -----------
TOTAL CURRENT LIABILITIES............................... 31,907,000 42,138,000
Long-term debt, net of current portion...................... 14,962,000 7,091,000
Obligations under capital leases, net of current portion.... 434,000 1,104,000
Non-compete agreements and consulting agreements payable.... 279,000 248,000
----------- -----------
TOTAL LIABILITIES....................................... 47,582,000 50,581,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock, $1.00 par value; 3,000,000 authorized;
None outstanding
Common Stock, $.01 par value; 10,000,000 shares
authorized; 3,623,245 shares issued at December 31, 1999
and 3,474,108 shares issued at December 31, 1998........ 36,000 35,000
Additional paid-in capital................................ 7,623,000 6,842,000
Treasury Stock (256,111 shares at December 31, 1999 and
251,611 shares at December 31, 1998), at cost........... (1,470,000) (1,439,000)
Notes receivable from sale of stock....................... (871,000) (270,000)
Retained earnings......................................... 12,381,000 7,903,000
----------- -----------
TOTAL STOCKHOLDERS' EQUITY.............................. 17,699,000 13,071,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $65,281,000 $63,652,000
=========== ===========
</TABLE>
See notes to consolidated financial statements
F-3
<PAGE>
THE DEWOLFE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31,
-----------------------------------------
1999 1998 1997
------------ ------------ -----------
<S> <C> <C> <C>
REVENUES:
Real estate brokerage............................. $171,725,000 $129,735,000 $99,711,000
Mortgage.......................................... 4,679,000 4,680,000 2,822,000
Insurance......................................... 1,193,000 585,000 37,000
Other............................................. 1,232,000 420,000 574,000
------------ ------------ -----------
TOTAL REVENUES.................................... 178,829,000 135,420,000 103,144,000
Commission Expense................................ 114,109,000 83,565,000 64,111,000
------------ ------------ -----------
NET REVENUES...................................... 64,720,000 51,855,000 39,033,000
OPERATING EXPENSES:
Compensation and benefits......................... 24,170,000 19,546,000 15,474,000
Facilities........................................ 7,738,000 6,289,000 5,392,000
General and administrative........................ 13,891,000 10,871,000 8,367,000
Marketing and promotion........................... 7,158,000 6,610,000 5,953,000
Communications.................................... 2,447,000 1,890,000 1,477,000
Office closings................................... -- -- 250,000
Acquisition related costs......................... 660,000 405,000 --
------------ ------------ -----------
TOTAL OPERATING EXPENSES.......................... 56,064,000 45,611,000 36,913,000
------------ ------------ -----------
OPERATING INCOME.................................. 8,656,000 6,244,000 2,120,000
OTHER INCOME (EXPENSES):
Interest expense.................................. (2,007,000) (2,052,000) (1,147,000)
Interest income................................... 1,931,000 1,642,000 973,000
------------ ------------ -----------
INCOME BEFORE INCOME TAXES.......................... 8,580,000 5,834,000 1,946,000
Income Taxes...................................... 3,596,000 2,601,000 876,000
------------ ------------ -----------
NET INCOME.......................................... $ 4,984,000 $ 3,233,000 $ 1,070,000
============ ============ ===========
Basic Earnings per Share............................ $ 1.49 $ 0.99 $ 0.33
Diluted Earnings per Share.......................... $ 1.41 $ 0.95 $ 0.32
Basic weighted average shares outstanding........... 3,350,000 3,251,000 3,271,000
Diluted weighted average shares outstanding......... 3,538,000 3,394,000 3,344,000
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
THE DEWOLFE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
ADDITIONAL TREASURY NOTES
COMMON PAID-IN STOCK RECEIVABLE FROM RETAINED
STOCK CAPITAL AT COST SALE OF STOCK EARNINGS
-------- ---------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996............ $34,000 $6,375,000 $ (206,000) -- $ 3,989,000
Issuance of Common Stock................ -- 113,000 -- -- --
Purchase of Treasury Shares............. -- -- (577,000) -- --
Net Income.............................. -- -- -- -- 1,070,000
------- ---------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1997............ $34,000 $6,488,000 $ (783,000) $ -- $ 5,059,000
Issuance of Common Stock................ 1,000 354,000 -- -- --
Purchase of Treasury Shares............. -- -- (656,000) -- --
Notes Receivable from Sale of Stock..... -- -- -- (270,000) --
Cash Dividends Declared on Common Stock
($0.12 per share)..................... -- -- -- -- (389,000)
Net Income.............................. -- -- -- -- 3,233,000
------- ---------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1998............ $35,000 $6,842,000 $(1,439,000) $ (270,000) $ 7,903,000
Issuance of Common Stock................ 1,000 710,000 -- -- --
Purchase of Treasury Shares............. -- -- (31,000) -- --
Notes Receivable from Sale of Stock..... -- -- -- (601,000) --
Cash Dividends Declared on Common Stock
($0.15 per share)..................... -- -- -- -- (506,000)
Effect of Issuance of Stock Options..... -- 71,000 -- -- --
Net Income.............................. -- -- -- -- 4,984,000
------- ---------- ----------- ----------- -----------
BALANCE AT DECEMBER 31, 1999............ $36,000 $7,623,000 $(1,470,000) $ (871,000) $12,381,000
======= ========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements
F-5
<PAGE>
THE DEWOLFE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income....................................... $ 4,984,000 $ 3,233,000 $ 1,070,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred income tax............................ (120,000) 338,000 (87,000)
Depreciation................................... 3,097,000 3,037,000 2,475,000
Amortization................................... 1,364,000 919,000 603,000
Additions to valuation allowance for mortgage
servicing rights............................. 38,000 108,000 9,000
Gain on sale of mortgage loans, net............ (4,429,000) (4,596,000) (2,773,000)
Office closings, restructuring and asset write
down......................................... -- -- 250,000
Change in Assets and Liabilities:
(Increase) decrease in commissions
receivable................................... (1,035,000) (2,936,000) 99,000
Increase (decrease) in prepaid expenses and
other current assets......................... (655,000) 1,715,000 (118,000)
Increase in security deposits and other
assets....................................... (135,000) (188,000) (137,000)
Mortgage loans held for sale................... (352,661,000) (355,931,000) (203,109,000)
Proceeds from mortgage loans sales............. 371,212,000 348,075,000 199,842,000
Increase in commissions payable................ 1,421,000 2,215,000 1,000
Increase (decrease) in accounts payable and
accrued expenses............................. 56,000 1,535,000 (389,000)
(Decrease) increase in deferred mortgage fee
income....................................... (83,000) (15,000) 29,000
------------- ------------- -------------
Total Adjustments................................ 18,070,000 (5,724,000) (3,305,000)
------------- ------------- -------------
Cash provided by (used in) operating
activities..................................... 23,054,000 (2,491,000) (2,235,000)
INVESTING ACTIVITIES
Expenditures for business combinations, net of
cash acquired.................................. (6,356,000) (4,997,000) (1,625,000)
Expenditures for property and equipment.......... (2,077,000) (1,418,000) (1,307,000)
------------- ------------- -------------
Cash used in investing activities................ (8,433,000) (6,415,000) (2,932,000)
FINANCING ACTIVITIES
Net borrowings under lines of credit............. -- (1,500,000) 1,500,000
Net (repayments) borrowings on notes
payable-bank................................... (14,798,000) 11,631,000 5,619,000
Borrowing on acquisition line of credit.......... 6,472,000 5,075,000 --
Notes receivable from stockholders............... -- 25,000 (25,000)
Notes receivable from sale of stock.............. (601,000) (270,000) --
Repayment of long-term debt...................... (2,552,000) (2,125,000) (1,507,000)
Payment of cash dividend......................... (389,000) -- --
Issuance of common stock......................... 711,000 355,000 113,000
Purchase of treasury stock....................... (31,000) (656,000) (577,000)
------------- ------------- -------------
Cash (used in) provided by financing
activities..................................... (11,188,000) 12,535,000 5,123,000
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................... 3,433,000 3,629,000 (44,000)
------------- ------------- -------------
Cash and cash equivalents at beginning of year... 6,171,000 2,542,000 2,586,000
CASH AND CASH EQUIVALENTS AT END OF YEAR......... $ 9,604,000 $ 6,171,000 $ 2,542,000
============= ============= =============
</TABLE>
F-6
<PAGE>
THE DEWOLFE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
Supplemental disclosure of non-cash activities:
Leases capitalized and property and equipment
financed....................................... $ 1,597,000 $ 1,775,000 $ 840,000
Supplemental disclosure of cash flow information:
Cash paid for interest........................... $ 2,075,000 $ 1,989,000 $ 1,130,000
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
SUPPLEMENTAL CASH FLOW INFORMATION
Expenditures for business combinations, net of
cash acquired
Commissions receivable......................... $ (3,524,000) $ (1,801,000) $ (307,000)
Property and equipment, net.................... (277,000) (388,000) (45,000)
Excess of cost over value in net assets
acquired..................................... (5,721,000) (5,276,000) --
Non-compete and consulting agreements.......... (1,363,000) (30,000) (70,000)
Other assets................................... (495,000) (241,000) (1,500,000)
Commissions payable............................ 2,119,000 976,000 212,000
Long-term debt................................. 1,930,000 959,000 --
Other liabilities.............................. 904,000 804,000 85,000
Additional paid-in capital..................... 71,000 -- --
------------- ------------- -------------
$ (6,356,000) $ (4,997,000) $ (1,625,000)
============= ============= =============
</TABLE>
See notes to consolidated financial statements
F-7
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
BUSINESS OPERATIONS
The DeWolfe Companies, Inc. (together with its subsidiaries, "the Company")
is a provider of integrated homeownership services, and is primarily engaged in
the business of providing sales and marketing services to consumers in
connection with residential real estate transactions in Massachusetts, New
Hampshire, Rhode Island, Maine, and Connecticut. In addition, the Company
originates and services residential mortgage loans, provides corporate and
employee relocation services and other related services to a variety of clients,
and provides insurance products to its homeownership customers.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and all of its wholly-owned subsidiaries. Significant intercompany accounts and
transactions are eliminated in consolidation.
REVENUE RECOGNITION
The Company's real estate brokerage services principally involve providing a
ready, willing and able buyer of a property to the seller. When these services
have been provided the Company has earned a real estate commission. Additional
real estate brokerage services are not required. Accordingly, real estate
commissions are recognized as revenues when the buyer and seller of a property
enter into a contract of sale and a good faith deposit is made by the buyer.
Generally, the closing of a contract of sale is subject to the buyer obtaining
financing as well as the performance by the buyer and seller of certain
contractual requirements and, accordingly, recorded revenue is reduced by an
allowance for such contingencies. In the event of a default, the Company is
entitled to its real estate commission under its listing agreement with the
seller or under the purchase and sale agreement between the buyer and seller.
Mortgage loan origination revenues, offset by direct loan origination costs,
are deferred and the net amount is recognized as a component of gain on sale of
mortgage loans when the sale of the loan has been consummated. Mortgage loan
origination revenue consists primarily of loan origination, application and
investor fees paid by the borrowers, originated mortgage servicing rights
capitalized and service release premiums paid by the investors. Direct loan
origination costs consist of commissions paid to the Company's mortgage
consultants and appraisal fees and credit report fees paid to third parties.
Interest on mortgage loans held for sale is recorded in income as earned.
Originated mortgage servicing rights are capitalized based on their fair
value and are amortized in proportion to, and over the period of, estimated net
servicing income. Amortization is adjusted prospectively to reflect changes in
prepayment experience. The Company periodically evaluates and measures the value
of the servicing rights to determine impairment. In determining the value, the
Company stratifies the servicing rights based on predominant risk
characteristics of the underlying loans. The characteristics that the Company
uses are interest rate, date of origination and loan term. Impairment is
recognized in a valuation allowance in the period of impairment.
Servicing income represents net fees earned for servicing real estate
mortgage loans owned by outside investors and is recorded in income when
received.
Insurance revenue is generally recorded as of the effective date of the
insurance policy. Contingent revenue is recorded in income when received.
F-8
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE A--SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
MORTGAGE LOANS HELD FOR SALE
Mortgage loans held for sale are carried at the lower of cost or market
determined on a net aggregate basis. The carrying value of mortgage loans is
adjusted by realized gains and losses generated from corresponding hedging
transactions in the form of forward commitments. Forward commitments are used to
protect the value of mortgage loans held for sale and loan applications with
interest rate commitments from increases in interest rates.
FAIR VALUE DISCLOSURES
SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate that value. SFAS No. 107 excludes certain financial instruments and all
nonfinancial instruments from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of
the Company.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, except for equipment under capital
leases, which is recorded at the net present value of the minimum lease payments
at inception of the lease.
Depreciation and amortization is provided using the straight-line method
over the estimated useful asset lives for owned assets (three to five years),
the related lease term for equipment under capital leases (three to five years),
and the shorter of the lease term or estimated useful life of the asset for
leasehold improvements.
EXCESS OF COST OVER VALUE IN NET ASSETS ACQUIRED AND TRADE NAMES
The excess of cost over value in net assets of companies acquired and trade
names are being amortized using the straight-line method over fifteen to
twenty-year periods and are reviewed on an ongoing basis by the Company's
management based on several factors, including the Company's projection of
undiscounted operating cash flows from such acquisitions. If an impairment of
the carrying value was identified by this review, the Company would adjust the
carrying value of the excess of cost over value in net assets acquired and trade
names to its estimated fair value.
NON-COMPETITION AND CONSULTING AGREEMENTS
Costs related to non-competition and consulting agreements entered into as
part of the Company's acquisition of real estate agencies are being amortized
over the period of the respective agreements which range from three to five
years.
STOCK-BASED COMPENSATION
The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25") in accounting for
its stock-based compensation plans, rather than the alternative fair value
accounting method provided for under SFAS No. 123, "Accounting for Stock-Based
Compensation." Under APB 25, when the exercise price of options granted under
these plans
F-9
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE A--SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
equals the market price of the underlying stock on the date of grant (as is the
case with the Company's options), no compensation expense is required.
ADVERTISING
Advertising costs are expensed as incurred and are classified as marketing
and promotion on the accompanying Consolidated Statements of Income.
INCOME TAXES
Income taxes have been provided using the liability method in accordance
with the requirements of SFAS No. 109, "Accounting For Income Taxes."
STATEMENT OF CASH FLOWS
For purposes of the statement of cash flows, cash includes cash and
short-term highly liquid investments with original maturities of three months or
less.
BASIC EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 128 "Earnings per Share." SFAS No. 128 requires the dual presentation of
basic earnings per share and diluted earnings per share on the face of the
Income statement and a reconciliation of the numerator and denominator of the
earnings per share computation to the numerator and denominator of the diluted
earnings per share computation. Basic earnings per share is computed by dividing
income available to common stockholders by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share reflects the
assumed conversion of all dilutive securities, such as options and warrants.
NEW ACCOUNTING PRONOUNCEMENT
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"), was issued. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. In June 1999, SFAS
No. 137 "Accounting for Derivative Instruments and Hedging Activities--Deferral
of Effective Date of SFAS 133" ("SFAS No. 137"), was issued. SFAS No. 137 amends
SFAS No. 133 to become effective for all quarters of fiscal years beginning
after June 15, 2000; however, earlier application is encouraged as of the
beginning of any fiscal quarter. The Company has not yet determined the effect
of the implementation of SFAS No. 133 on its financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results may differ from those estimates, and such
differences may be material.
F-10
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE A--SUMMARY OF BUSINESS OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
RECLASSIFICATIONS
Certain prior year balances have been reclassified to conform with current
year presentation.
NOTE B--ACQUISITIONS
The Company has expanded its operations through the acquisition of 17
independent real estate agencies in the three year period ended December 31,
1999 (10 in 1999, 4 in 1998, and 3 in 1997). Additionally, in May 1998, DeWolfe
Insurance Agency, Inc. acquired the personal lines business of the Curtin
Insurance Agency, Inc., which included approximately 5,000 policyholders.
The total purchase price of the acquisitions in 1999 was $8.7 million. The
agreements also require additional payments to be made not to exceed
$2.3 million if specific operating goals are achieved by the acquired entities.
The total purchase price of the acquisitions in 1998 was $6.1 million and
additional payments not to exceed $150,000 if specific operating goals are
achieved by the acquired entities. The total purchase price of the acquisitions
in 1997 was $288,000. The acquisitions in 1999 and 1998 were funded by
borrowings from the Company's acquisition line of credit and by loans from the
principals of the acquired companies. The acquisitions in 1997 were funded by
the Company's operating cash. The Company recorded the present value of minimum
estimated payments to be made pursuant to non-competition, consulting and
cooperation agreements related to acquisitions of $1.3 million in 1999, $99,000
in 1998, and $164,000 in 1997. Additionally, during 1999 and 1998 as a result of
the Company's acquisitions, the Company recorded the excess of cost over value
in net assets acquired of $5.7 and $5.3 million, respectively. There was no
excess of cost over value in net assets acquired recorded for the 1997
acquisitions. Acquisition related costs of $660,000 and $405,000 were incurred
in 1999 and 1998, respectively. Acquisition related expenses in 1997 were not
material.
In connection with the acquisition of the assets of various real estate
agencies, the Company entered into non-competition, consulting and cooperation
agreements that expire at various dates through August 2004. Future payments, as
called for in the agreements, are contingent upon the fulfillment of the terms
of these agreements by the sellers and provide for certain percentage payments
of the net commission income of various sales office locations.
On January 16, 1998, the Company acquired 100% of the stock of Dollar Dry
Dock Real Estate, Inc. ("DDD") for $4.0 million. The acquisition was funded
through a credit facility provided by BankBoston, N.A.
The Company's unaudited consolidated results of operations for the years
ended December 31, 1999 and 1998 on a pro forma basis assuming the 1999
acquisitions had occurred as of January 1, 1998 are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------
1999 1998
-------- --------
(IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Revenues............................................... $188,977 $168,576
Net Income............................................. $ 5,337 $ 4,386
Basic Earnings Per Share............................... $ 1.59 $ 1.35
Diluted Earnings Per Share............................. $ 1.51 $ 1.29
</TABLE>
F-11
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE C--RELATED PARTY TRANSACTIONS
The Company has various advances and notes receivables with related parties
as described below.
<TABLE>
<CAPTION>
BALANCE AS OF DECEMBER 31,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
Notes receivable from the Company's principal stockholder
and spouse, with interest at prime plus 0.25%. At December
31, 1999 the rate in effect was 8.75%. The proceeds were
used to purchase the Company's stock. The notes are
secured by a pledge of certain shares of common stock of
the Company. Principal and interest are due at various
dates through February 2001. The notes receivable are
carried as a reduction of stockholders' equity............ $625,000 $186,000
Notes receivable from an executive officer of the Company,
with interest at prime plus 0.25%. At December 31, 1999
the rate in effect was 8.75%. The proceeds were used to
purchase the Company's stock. The notes are secured by a
pledge of certain shares of common stock of the Company.
Principal and interest are due at various dates through
February 2001. The note receivable is carried as a
reduction of stockholders' equity......................... 204,000 84,000
Note receivable from an executive officer of the Company,
with interest at prime plus 0.25%. At December 31, 1999
the rate in effect was 8.75%. The proceeds were used to
purchase the Company's stock. The note is secured by a
pledge of certain shares of common stock of the Company.
Principal and interest is due in February 2001. The note
receivable is carried as a reduction of stockholders'
equity.................................................... 42,000 --
-------- --------
Total notes receivable from sale of stock................... $871,000 $270,000
Advance receivable from the Company's principal stockholder,
due on demand, with interest at prime plus 0.50%. At
December 31, 1999 the rate in effect was 9.00%............ 66,000 66,000
Note receivable from an entity controlled by the Company's
principal stockholder. The note is collateralized by a
mortgage lien on the commercial property that was also
leased to the Company until January, 1999. The Company
provided rent payments for this property of $3,000 in
1999, $38,000 in 1998, and $46, 000 in 1997............... 28,000 51,000
-------- --------
Total advances and notes receivable......................... $965,000 $387,000
======== ========
</TABLE>
F-12
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE D--INDEBTEDNESS
The Company has a $40.0 million mortgage warehouse line of credit with First
Union National Bank to provide financing for mortgage loans that it originates.
The line of credit is collaterized by all mortgage notes receivable, the
Company's mortgage servicing rights, and certain deposit accounts. The line
requires monthly interest payments at the lesser of the Federal Funds rate plus
1.50% or the prime rate. At December 31, 1999 the rate in effect was 6.63%. The
maturity date of the line is May 2000, at which time the principal repayment is
due, unless the line is renewed. The balances due at December 31, 1999 and at
December 31, 1998 were $9.0 million and $23.8 million, respectively.
The Company has various credit arrangements with BankBoston, N.A., which
include a $20.0 million acquisition line of credit, a revolving line of credit
of $5.0 million, a term note of $725,000, and an equipment lease line of credit
of $5.0 million. The credit agreements require the Company to obtain the written
consent of the lender prior to paying dividends.
The following table describes the detail of the indebtedness.
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Note payable (acquisition facility note) maturing on March
31, 2006. The note requires interest only payments at the
BankBoston, N.A. prime rate plus 0.25% (8.75% at December
31, 1999) until March 31, 2001 (see "interest rate swap"
information below). On March 31, 2001, at the Company's
option, the interest rate will be either the BankBoston
prime rate plus 1.0% or a fixed rate of interest specified
by BankBoston, N.A. The principal balance of the note on
March 31, 2001 will be due in sixty installments as follows:
59 equal principal installments each equal in amount to the
principal balance on March 31, 2001 divided by sixty and one
final principal installment in an amount equal to the then
unpaid principal amount of all acquisition facility loans.
This note is secured by all personal and real property of
the Company, except for the assets of DeWolfe Mortgage
Services, Inc............................................... $11,547,000 $ 5,075,000
Note payable (revolving line of credit) maturing on April
30, 2001. The note requires monthly interest only payments,
based on the Company's option, of either the BankBoston,
N.A. prime rate or the LIBOR rate plus 2.25%. This note is
secured by all personal and real property of the Company,
except for the assets of DeWolfe Mortgage Services, Inc..... -- --
Note payable (term note) maturing September 30, 2000 payable
in monthly principal installments of $25,000 plus interest
at the BankBoston, N.A. prime rate plus 0.25% (8.75% at
December 31, 1999). The note is secured by all personal and
real property of the Company, except for the assets of
DeWolfe Mortgage Services, Inc.............................. 225,000 525,000
Promissory notes payable (due to principals of companies
acquired in 1998) in monthly principal and interest payments
of $19,468 and quarterly principal and interest payments of
$15,625 at interest rates ranging from 7.50% to 8.50%
maturing between August, 2000 and May, 2003................. 602,000 840,000
</TABLE>
F-13
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE D--INDEBTEDNESS (CONTINUED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Promissory notes payable (due to principals of companies
acquired in 1999) in monthly principal and interest payments
of $35,541 and annual principal and interest payments of
$100,000 at interest rates ranging from 7.75% to 8.50%,
maturing between October, 2002 and May, 2004................ 1,733,000 --
Chattel promissory notes payable maturing at various dates
through November, 2002. The notes require monthly principal
and interest payments of $66,701 at interest rates from
7.10% to 8.27%. The notes are secured by the underlying
furniture and equipment..................................... 1,749,000 535,000
Mortgage note payable in monthly principal and interest
payments of $4,297 to maturity on May 1, 2009 with interest
at 8.00%. The note is secured by land and building housing
the Westford, MA sales office............................... 295,000 319,000
Mortgage note payable in monthly principal and interest
payments of $4,152 to maturity on May 25, 1999 with interest
at 9%. The note was secured by a second mortgage on land and
building housing the Westford sales office.................. -- 16,000
Unsecured note payable in monthly principal and interest
payments of approximately $11,000, maturing in February,
2003 with interest at 14.3%. This note is guaranteed by the
president and principal stockholder......................... 338,000 415,000
Unsecured payment plan agreement with Oracle Credit
Corporation payable in quarterly principal and interest
payments of $31,864 with interest at 7.50%.................. 179,000 262,000
Obligations under capital leases (Note E)................... 1,112,000 2,141,000
----------- -----------
17,780,000 10,128,000
Less current portion........................................ 2,384,000 1,933,000
----------- -----------
$15,396,000 $ 8,195,000
=========== ===========
</TABLE>
The Company has entered into an interest rate swap agreement in the notional
amount of $11,500,000 to reduce the impact of increases in the interest rate on
its borrowings under its variable rate acquisition line of credit with
BankBoston, N.A. The agreement effectively entitles the Company to convert its
variable rate agreement to a fixed rate of 7.36% on borrowings under the
facility up to $11,500,000 through March 31, 2001. Payments received or paid as
a result of the swap are accrued as a reduction of, or an increase to, interest
expense on the variable rate line of credit.
F-14
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE D--INDEBTEDNESS (CONTINUED)
The carrying amounts of the Company's borrowings approximate their fair
value. Aggregate annual maturities of long-term debt as of December 31, 1999 are
as follows:
<TABLE>
<S> <C>
2000........................................................ $ 2,384,000
2001........................................................ 3,579,000
2002........................................................ 3,529,000
2003........................................................ 2,862,000
2004........................................................ 2,425,000
Thereafter.................................................. 3,001,000
-----------
$17,780,000
===========
</TABLE>
NOTE E--COMMITMENTS AND CONTINGENCIES
NON-COMPETITION AND CONSULTING AGREEMENTS
In connection with the acquisition of the assets of various real estate
agencies, the Company entered into non-competition, consulting and cooperation
agreements that expire at various dates through August 2004. Future payments, as
called for in the agreements, are contingent upon the fulfillment of the terms
of these agreements by the sellers and provide for certain percentage payments
of the net commission income of various sales office locations. The annual
minimum commitment for these payments, assuming the contracted commitments are
fulfilled, will be approximately $130,000 in 2000, $32,000 in 2001, and $44,000
in 2002, $40,000 in 2003, and $40,000 in 2004. During 1999, 1998, and 1997, the
percentage payments were $166,000, $188,000, and $119,000, respectively and are
expensed when paid.
FUNDS HELD IN ESCROW
The Company acts as escrow agent in connection with the performance of its
real estate services. Accordingly, the Company held escrow funds totaling
$15.4 million and $12.9 million at December 31, 1999 and 1998, respectively.
These funds are not recorded in the Company's financial statements.
LEASE COMMITMENTS
The Company leases office facilities under operating leases that expire at
various dates through 2004. The Company anticipates renewing or replacing leases
that expire in the normal course of business. The terms of the leases provide
for the payment of minimum annual rentals and generally for the payment of
insurance, maintenance, and certain other operating expenses.
The Company also leases various items of equipment used for sales and
administrative activities. The leases expire at various dates through 2003.
Leases that meet criteria for capitalization have been recorded as capital
leases.
F-15
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following is a schedule of the future minimum payments under operating
and capital leases for each of the five years in the period ending December 31,
2004 and thereafter:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
---------- -----------
<S> <C> <C>
2000........................................................ $ 738,000 $ 4,925,000
2001........................................................ 329,000 3,861,000
2002........................................................ 98,000 2,920,000
2003........................................................ 24,000 2,003,000
2004........................................................ -- 829,000
Thereafter.................................................. -- 66,000
---------- -----------
Total minimum lease payments................................ $1,189,000 $14,604,000
===========
Less amount representing interest at various rates from 2%
to 15%.................................................... 77,000
----------
Present value of minimum lease payments..................... $1,112,000
==========
</TABLE>
Rent expense under the non-cancelable operating leases was $6.1million in
1999, $4.8 million in 1998 and $4.1 million in 1997.
Equipment and improvements recorded under capital leases, which are included
with company-owned property and equipment at December 31, 1999 and December 31,
1998, totaled $1.1 million and $2.3 million, respectively, net of accumulated
amortization at that date of $2.3 million and $2.5 million, respectively.
COMMITMENTS AND CONTINGENCIES WITH OFF-BALANCE SHEET RISK
The Company is a party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its customers
and to reduce its own exposure to fluctuations in interest rates. These
financial instruments include commitments to extend credit to customers and
forward commitments to sell mortgage loans to investors. The instruments
involve, to varying degrees, elements of credit and interest rate risk in excess
of the amount recognized in the financial statements. The contract or notional
amounts of those instruments reflect the extent of involvement the Company has
in particular classes of financial instruments.
The Company uses the same credit policies in making commitments and
conditional obligations as it does for making loans. In the opinion of
management, the Company's outstanding commitments do not reflect any unusual
risk.
The contract or notional amount of commitments outstanding at December 31,
1999 and 1998 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Financial instruments whose contract amounts represent
credit risk:
Commitments to extend credit.............................. $96,156,000 $62,798,000
Financial instruments whose notional or contract amounts
exceed the amount of credit risk:
Forward commitments....................................... $25,675,000 $52,584,000
</TABLE>
F-16
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. Loan applications must be approved by the
Company's underwriting department, before a commitment is issued, for compliance
with underwriting criteria of FNMA, FHLMC, or other investors.
Forward commitments are contracts for the future delivery of loans or
securities at a specific future date, at a specified price and yield, and are
entered into to reduce market risk associated with originating and holding loans
for sale. The risks associated with these commitments arise from the possible
inability of the counterparties to meet the contract terms, or the Company's
inability to generate loans to fulfill the contracts.
Forward commitments are used to protect the value of the anticipated closing
of loan applications for which the interest rate has been locked by the
borrower. These loans usually close within three months from the time of the
application.
The Company sells, without recourse, all its mortgage loan production to
investors.
OTHER CONTINGENCIES
The Company is currently a defendant in certain litigation arising in the
ordinary course of business. It is management's opinion that the outcome of
these actions will not have a material effect on operations or the financial
condition of the Company.
NOTE F--FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table represents the carrying amounts and estimated fair
values of the Company's financial instruments at December 31, 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
------------------------- -------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Financial Assets:
Cash and cash equivalents................. $ 9,604,000 $ 9,604,000 $ 6,171,000 $ 6,171,000
Mortgage loans held for sale.............. 9,774,000 9,914,000 24,289,000 24,656,000
Originated mortgage servicing rights...... 969,000 1,283,000 758,000 849,000
----------- ----------- ----------- -----------
Total financial assets.................... $20,347,000 $20,801,000 $31,218,000 $31,676,000
=========== =========== =========== ===========
Financial Liabilities:
Long-term debt............................ $16,668,000 $16,625,000 $ 7,987,000 $ 7,987,000
Note payable-bank......................... 9,027,000 9,027,000 23,825,000 23,825,000
----------- ----------- ----------- -----------
Total financial liabilities............... $25,695,000 $25,652,000 $31,812,000 $31,812,000
=========== =========== =========== ===========
</TABLE>
ESTIMATION OF FAIR VALUES
The following notes summarize the major methods and assumptions used in
estimating the fair values of financial instruments shown above and the
Company's commitment to extend credit and forward commitments.
F-17
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE F--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
CASH AND CASH EQUIVALENTS
The fair value of cash and cash equivalents is considered to approximate the
carrying amount as a result of the highly liquid and short-term nature of the
instruments.
MORTGAGE LOANS HELD FOR SALE
The fair value of mortgage loans held for sale was determined based upon
prices to be realized based on forward commitments.
ORIGINATED MORTGAGE SERVICING RIGHTS
The fair value of mortgage servicing rights is determined using a valuation
model that calculates the present value of estimated expected future net
servicing cash flows. The Company utilized assumptions that market participants
would use in their estimates of future servicing income and expense. The
significant assumptions utilized in the valuation were discount rate, prepayment
estimates, and cost to service.
NOTE PAYABLE-BANK AND LONG-TERM DEBT
The fair value of the note payable-bank is stated at carrying amount as a
result of the short-term nature of the instrument and the variable interest
rate. The fair value of long-term debt reflects current rates for similar debt.
The fair value of the interest rate swap agreement was $45,000 at December 31,
1999 based on quoted market prices.
COMMITMENT TO EXTEND CREDIT
The fair value of mortgage commitments to extend credit is estimated by
comparing the Company's cost to acquire mortgages to the current price for
similar mortgage loans, taking into account the terms of the commitments and
creditworthiness of the counterparties, but not giving effect to forward
commitments. For fixed rate loan commitments, fair value also considers the
difference between the current levels of interest rates and the committed rates.
The fair value of the Company's commitment to extend credit reflected a gain of
$146,000 at December 31, 1999 and a gain of $94,000 at December 31, 1998.
FORWARD COMMITMENTS
The fair value of forward commitments is the estimated amount that the
Company would receive or pay to terminate the forward commitments at the
reporting date based on market prices for similar financial instruments. The
fair value of the Company's forward commitments reflected a gain of $95,000 and
a loss of $176,000 at December 31, 1999 and 1998, respectively. The fair value
estimates of the Company's forward commitments are estimated without
consideration of the future earnings attributable to loans that have been or
will be originated to satisfy the forward commitments.
NOTE G--RETIREMENT PLANS
Effective December 1, 1996, the Company established a qualified 401(k)
retirement plan for the benefit of eligible employees. The Company has made
discretionary contributions to the plan by matching
F-18
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE G--RETIREMENT PLANS (CONTINUED)
25% of employee contributions (up to 6% of individual employee contribution) in
1999 and 1998. The Company contributed $181,000 to this plan in 1999 and
$162,000 in 1998.
The Company also maintained a qualified defined contribution plan, the
Profit-Sharing Retirement Plan, for the benefit of eligible employees. The
Company terminated this plan and distributed all plan assets to plan
participants in 1998. The plan provided that the Company would make
contributions out of current or accumulated earnings in such amount as the Board
of Directors would determine on or before December 31 of each year. The
contribution each year would in no event exceed the maximum allowable under
applicable provisions of the Internal Revenue Code. The Company did not make
contributions to the plan for the years ended December 31, 1999, 1998, and 1997.
NOTE H--INCOME TAXES
Deferred income taxes reflect the net effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities as of December 31, 1999 and
1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Deferred tax assets (liabilities):
Allowances for doubtful accounts............................ $ 11,000 $ 31,000
Book over tax depreciation.................................. 415,000 227,000
Deferred acquisition costs.................................. (65,000) (17,000)
-------- --------
Net deferred tax assets..................................... $361,000 $241,000
======== ========
</TABLE>
The provision for income taxes for 1999, 1998 and 1997 consisted of the
following:
<TABLE>
<CAPTION>
1999 1998 1997
---------------------- --------------------- -------------------
CURRENT DEFERRED CURRENT DEFERRED CURRENT DEFERRED
---------- --------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Federal.............. $2,803,000 $ (90,000) $1,861,000 $101,000 $674,000 $(44,000)
State................ 913,000 (30,000) 402,000 237,000 289,000 (43,000)
---------- --------- ---------- -------- -------- --------
Total................ $3,716,000 $(120,000) $2,263,000 $338,000 $963,000 $(87,000)
========== ========= ========== ======== ======== ========
</TABLE>
The provision for income taxes is different from that which would be
obtained by applying the statutory Federal income tax rate to income before
taxes. The items causing the difference are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- --------
<S> <C> <C> <C>
Tax expense at statutory rate.............. $2,917,000 $1,982,000 $662,000
State income tax........................... 583,000 422,000 230,000
Permanent differences...................... 96,000 154,000 47,000
Other...................................... -- 43,000 (63,000)
---------- ---------- --------
$3,596,000 $2,601,000 $876,000
========== ========== ========
</TABLE>
F-19
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE I--CONCENTRATION OF CREDIT RISK
The Company sells its services to homeowners and buyers. The Company is
affected by the cyclical nature of the residential real estate industry and the
availability of financing for the homebuyer.
NOTE J--STOCKHOLDERS' EQUITY
The Company established a policy in 1993 pursuant to which one share of
common stock is issued as a bonus under the Company's Company Stock Purchase
Plan to each employee, consultant, sales associate, or advisor who joins the
Company, subject to a ninety-day waiting period. During 1997, 1998 and 1999,
425, 709 and 1,090 shares, respectively, were issued pursuant to this policy.
The total value of these shares amounted to $2,000 in 1997, $5,000 in 1998 and
$8,000 in 1999 using as a value the closing sale price of the common stock on
the American Stock Exchange on the day immediately preceding the date of
issuance.
In 1996, the Company approved a stock repurchase plan authorizing the
Company to repurchase shares of its common stock in the open market or in
private transactions. In May of 1998, the Company authorized an increase in the
amount of the Company's stock that may be repurchased under the repurchase plan
to a total of $1.9 million. At December 31, 1999, 231,548 shares at a cost of
$1,319,000 had been acquired under this plan, of which 4,500 shares at a cost of
$31,000 were acquired in 1999, 108,400 shares at a cost of $656,000 were
acquired in 1998; and 108,048 shares at a cost of $577,000 were acquired in
1997.
In 1999 and 1998, the Company issued notes receivable to the Company's
principal stockholder (including spouse) and to executive officers totaling
$607,000 and $270,000, respectively. The proceeds from these transactions were
used to purchase shares of the Company's stock. The notes receivable are carried
as a reduction of stockholders' equity.
The Company has various stock option plans under which shares of common
stock may be granted to key employees, consultants, sales associates, advisers,
and directors of the Company. Options granted under the plans are non-qualified
or incentive stock options, and are granted at a price that is not less than the
fair market value of the common stock at the date of grant. These options have
lives of five or ten years and vest over periods from zero to four years.
Options available for future grant under these plans totaled 124,300 at
December 31, 1999.
At December 31, 1998 the Company had 500,000 warrants outstanding with
exercise prices ranging from $6.00 to $9.00 per share. During 1999, 5,960
warrants were exercised at $6.00 per share. The remaining 494,040 warrants
expired unexercised.
Pursuant to the requirements of SFAS 123, the following are the pro forma
net income and net income per share amounts for 1999, 1998, and 1997, as if the
compensation cost for the stock option and stock purchase plans had been
determined based upon the fair value at the grant date for grants in 1999, 1998,
and 1997.
<TABLE>
<CAPTION>
1999 1998 1997
------------------------ ------------------------ -----------------------
AS REPORTED PRO FORMA AS REPORTED PRO FORMA AS REPORTED PRO FORMA
----------- ---------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Income...................... $4,984,000 $4,488,000 $3,233,000 $2,829,000 $1,070,000 $890,000
Basic earnings per share........ $ 1.49 $ 1.34 $ 0.99 $ 0.87 $ 0.33 $ 0.27
Diluted earnings per share...... $ 1.41 $ 1.27 $ 0.95 $ 0.83 $ 0.32 $ 0.27
</TABLE>
F-20
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE J--STOCKHOLDERS' EQUITY (CONTINUED)
The above pro forma estimates were made using the Black-Scholes option
pricing model. The following assumptions were used to estimate the fair value of
the 1999 options: risk free interest rate of 6.46%, expected volatility of .309,
expected dividend yield of 2% and an estimated life of the options of 5 and
10 years based on the grant.
The values estimated related to options are based on management estimates in
conjunction with the Black-Scholes valuation model and may not reflect actual
values of these options.
A summary of stock option and warrant transactions for the years ended
December 31 is as follows:
<TABLE>
<CAPTION>
1999 1998
---------------------- ----------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
EXERCISE EXERCISE
NUMBER PRICE NUMBER PRICE
----------- -------- ----------- --------
<S> <C> <C> <C> <C>
Options and warrants outstanding at
beginning of year.................. 1,496,275 $ 6.21 1,315,359 $ 6.00
Options granted (1).................. 350,450 $ 7.21 257,900 $ 6.07
Options granted (2).................. 40,850 $ 8.13 68,500 $ 6.63
Options granted (3).................. 6,000 $ 7.00 -- --
Options exercised.................... (140,125) $ 4.91 (94,275) $ 3.72
Cancelled options.................... (3,600) $ 5.23 (51,209) $ 5.10
Warrants exercised................... (5,960) $ 6.00 -- --
Cancelled warrants................... (494,040) $ 7.52 -- --
Options and warrants outstanding
----------- ------ ----------- ------
At end of year..................... 1,249,850 $ 6.18 1,496,275 $ 6.21
=========== ====== =========== ======
Options and warrants exercisable at
December 31,....................... 645,687 $ 5.60 1,105,588 $ 6.31
</TABLE>
<TABLE>
<CAPTION>
PRICE NUMBER PRICE NUMBER
----------- --------- ----------- --------
<S> <C> <C> <C> <C>
Price and number of options and
warrants outstanding at end of
year.......................... $3.50-$5.00 154,350 $3.50-$5.00 269,575
$5.01-$7.24 1,073,500 $5.01-$7.24 976,700
$7.25-$9.00 22,000 $7.25-$9.00 250,000
</TABLE>
- ------------------------
(1) Options granted during the year where the exercise price equaled the market
price on the grant date.
(2) Options granted during the year where the exercise price exceeds the market
price on the grant date.
(3) Options granted during the year where the exercise price was less than the
market price on the grant date.
The weighted average remaining life of stock options outstanding at
December 31, 1999 was approximately 4 years.
F-21
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE J--STOCKHOLDERS' EQUITY (CONTINUED)
The weighted average fair value of options granted during 1999 and 1998 for
options where the exercise price equaled the market price on the grant date was
$2.41 and $2.39, respectively. The weighted average fair values of options
granted during 1999 and 1998 where the exercise price exceeds the market price
on the grant date were $1.97 and $1.88, respectively. The weighted average fair
value of options granted during 1999 where the exercise price was less than the
market price on the grant date was $2.50. There were no options granted in 1998
where the exercise price was less than the market price on the grant date. These
fair values were estimated using the Black-Scholes valuation model and the
assumptions noted above.
The following table sets forth the computation of basic earnings per share
and diluted earnings per share:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Numerator:
Net income............................. $4,984,000 $3,233,000 $1,070,000
---------- ---------- ----------
Denominator:
Basic weighted average shares.......... 3,350,000 3,251,000 3,271,000
Effect of stock options................ 188,000 143,000 73,000
---------- ---------- ----------
Diluted weighted average shares........ 3,538,000 3,394,000 3,344,000
========== ========== ==========
Basic Earnings per share............... $ 1.49 $ 0.99 $ 0.33
========== ========== ==========
Diluted Earnings per share............. $ 1.41 $ 0.95 $ 0.32
========== ========== ==========
</TABLE>
NOTE K--ORIGINATED MORTGAGE SERVICING RIGHTS
The following table represents activity and carrying amounts for originated
mortgage servicing rights at December 31, 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
---------- --------
<S> <C> <C>
Beginning Balance, January 1.......................... $ 875,000 $306,000
Originated Mortgage Servicing Rights capitalized...... 393,000 671,000
Amortization.......................................... (144,000) (102,000)
---------- --------
Balance at December 31,............................... $1,124,000 $875,000
========== ========
</TABLE>
The following table represents activity and balances for the valuation
allowance for originated mortgage servicing rights at December 31, 1999 and
1998.
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Beginning Balance, January 1............................ $117,000 $ 9,000
Additions to Valuation Allowance........................ 38,000 108,000
-------- --------
Balance at December 31,................................. $155,000 $117,000
======== ========
</TABLE>
F-22
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE L--SEGMENT REPORTING
The Company has three reportable operating segments, based upon its
services: real estate, including both real estate brokerage and relocation
services; mortgage banking; and insurance services. The Company evaluates its
segments based on pre-tax income. The accounting policies of the segments are
the same as those described in the summary of significant accounting policies.
Financial information for the three operating segments is provided in the
following table.
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Real Estate...................... $172,957,000 $130,155,000 $100,285,000
Mortgage Banking................. 4,679,000 4,680,000 2,822,000
Insurance Services............... 1,193,000 585,000 37,000
------------ ------------ ------------
Total Segment Revenues............. $178,829,000 $135,420,000 $103,144,000
============ ============ ============
Net Revenues:
Real Estate...................... $ 58,848,000 $ 46,590,000 $ 36,174,000
Mortgage Banking................. 4,679,000 4,680,000 2,822,000
Insurance Services............... 1,193,000 585,000 37,000
------------ ------------ ------------
Total Segment Net Revenues......... $ 64,720,000 $ 51,855,000 $ 39,033,000
============ ============ ============
Pre-tax Income (Loss):
Real Estate...................... $ 7,971,000 $ 4,784,000 $ 1,779,000
Mortgage Banking................. 1,133,000 1,381,000 402,000
Insurance Services............... (524,000) (331,000) (235,000)
------------ ------------ ------------
Total Segment Pre-tax Income
(Loss)........................... $ 8,580,000 $ 5,834,000 $ 1,946,000
============ ============ ============
Assets:
Real Estate...................... $ 49,904,000 $ 33,792,000 $ 24,124,000
Mortgage Banking................. 13,658,000 28,335,000 15,393,000
Insurance Services............... 1,719,000 1,525,000 100,000
------------ ------------ ------------
Total Segment Assets............... $ 65,281,000 $ 63,652,000 $ 39,617,000
============ ============ ============
</TABLE>
F-23
<PAGE>
THE DEWOLFE COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE M--SELECTED QUARTERLY DATA (UNAUDITED)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER YEAR
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
CALENDAR YEAR 1999
Revenues........................... $ 37,222 $ 56,901 $ 46,464 $ 38,242 $ 178,829
Net Revenues....................... $ 13,392 $ 20,728 $ 16,886 $ 13,714 $ 64,720
Operating income (loss)............ $ 1,119 $ 6,122 $ 1,932 $ (517) $ 8,656
Net income (loss).................. $ 566 $ 3,298 $ 1,102 $ 18 $ 4,984
Basic Earnings per share........... $ 0.17 $ 0.98 $ 0.33 $ 0.01 $ 1.49
Diluted Earnings per share......... $ 0.16 $ 0.92 $ 0.30 $ 0.01 $ 1.41
Basic Weighted Average shares
outstanding...................... 3,302,000 3,361,000 3,365,000 3,371,000 3,350,000
Diluted Weighted Average shares
outstanding...................... 3,544,000 3,575,000 3,618,000 3,505,000 3,538,000
CALENDAR YEAR 1998
Revenues........................... $ 30,251 $ 42,793 $ 32,773 $ 29,603 $ 135,420
Net Revenues....................... $ 11,220 $ 16,209 $ 13,083 $ 11,343 $ 51,855
Operating income (loss)............ $ 635 $ 4,057 $ 1,430 $ 122 $ 6,244
Net income (loss).................. $ 270 $ 2,143 $ 765 $ 55 $ 3,233
Basic Earnings per share........... $ 0.08 $ 0.66 $ 0.23 $ 0.02 $ 0.99
Diluted Earnings per share......... $ 0.08 $ 0.62 $ 0.22 $ 0.02 $ 0.95
Basic Weighted Average shares
outstanding...................... 3,224,000 3,263,000 3,272,000 3,245,000 3,251,000
Diluted Weighted Average shares
outstanding...................... 3,366,000 3,475,000 3,466,000 3,297,000 3,394,000
</TABLE>
F-24
<PAGE>
THE DEWOLFE COMPANIES, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO END OF YEAR
DESCRIPTION BEGINNING OF YEAR OPERATIONS DEDUCTIONS BALANCE
- ----------- ----------------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Year ended December 31, 1999 Deducted from
asset accounts: Allowance for doubtful
accounts.................................. $826,000 440,000 333,000(1) $933,000
Year ended December 31, 1998 Deducted from
asset accounts: Allowance for doubtful
accounts.................................. $611,000 $472,000 $257,000(1) $826,000
Year ended December 31, 1997 Deducted from
asset accounts: Allowance for doubtful
accounts.................................. $831,000 $457,000 $677,000(1) $611,000
</TABLE>
- ------------------------
(1) Represents primarily write-offs of net commissions on real estate sales,
which were not consummated.
F-25
<PAGE>
THE DEWOLFE COMPANIES, INC.
EXHIBIT INDEX--FORM 10-K
<TABLE>
<CAPTION>
EXHIBIT PAGE OR
NUMBER DESCRIPTION REFERENCE
- --------------------- ------------------------------------------------------------ ----------
<S> <C> <C>
3.1 -Restated Articles of Organization of the Registrant A-3.1
3.2 -Amendment to Articles 3 and 4 of Restated Articles of
Organization E-(3)(i)
3.3 -By-laws of the Registrant, as amended F-(3)(ii)
4.1 -Specimen Certificate of shares of Common Stock, $.01 par
value F-4.1
10.1 -1992 Stock Option Plan, as amended K-10.4
10.2 -1992 Non-Employee Director Stock Option Plan I-10.2
10.3 -Employment Agreement dated May 20, 1992 with Richard B.
DeWolfe A-10.16
10.4 -Stock Option Agreement dated May 20, 1992 with Richard B.
DeWolfe A-10.17
10.5 -Employment Agreement dated May 20, 1992 with Patricia A.
Griffin A-10.20
10.6 -Employment Agreement dated May 20, 1992 with Paul J.
Harrington A-10.21
10.7 -$10,507 Note dated June 1, 1990 from Amherst Realty Trust A-10.24.1
10.8 -Mortgage dated June 23, 1991 from Richard B. DeWolfe and
Marcia A. DeWolfe A-10.24.2
10.9 -Lease dated May 1, 1993 with Wire Road Realty Trust B-10.32
10.10 -Mortgage Warehousing Loan and Security Agreement dated June
15, 1993 with First Union National Bank B-10.33.1
10.10.1 -Promissory Note dated June 15, 1993 to First Union National
Bank B-10.33.2
10.10.2 -Letter Amendment to First Union National Bank Mortgage
Warehousing Loan and Security Agreement dated November 30,
1995 F-10.24.3
10.10.3 -Letter Amendment to First Union National Bank Mortgage
Warehousing Loan and Security Agreement dated December 22,
1995 L-10.24.4
10.10.4 -Letter Amendment to First Union National Bank Mortgage
Warehousing Loan and Security Agreement dated August 27,
1998 L-10.1
10.10.5 -Letter Amendment to First Union National Bank Mortgage
Warehousing Loan and Security Agreement dated June 18, 1999 N-10.0
10.11 -Stock Option Agreement dated March 23, 1994, with A.
Clinton Allen B-10.37
10.12 -BankBoston, N.A. Credit Agreements C-10.1.1
to 10.2.5
10.12.1 -BankBoston, N.A. Credit Agreements as Amended March 30,
1995 K-10.1
10.12.2 -Second Amended and Restated Credit and Security Agreement
dated May 8, 1998 by and among The DeWolfe Company, Inc.,
DeWolfe Relocation Services, Inc., Referral Associates of
New England, Inc., Hillshire House, Inc., The DeWolfe
Insurance Agency, Inc., Real Estate Referral, Inc. Dollar
Dry Dock Real Estate, Inc. and The Heritage Group, Inc.,
and The DeWolfe Companies, Inc., to BankBoston, N.A. K-10.1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT PAGE OR
NUMBER DESCRIPTION REFERENCE
- --------------------- ------------------------------------------------------------ ----------
<S> <C> <C>
10.12.3 -Unlimited Guaranty by The DeWolfe Companies, Inc. dated
April 1, 1996 of the obligations of The DeWolfe Company,
Inc., DeWolfe Relocation Services, Inc., Hillshire House,
Inc., Real Estate Referral, Inc., and Referral Associates
of New England, Inc. to BankBoston, N.A. K-10.1
10.12.4 -Revolving Credit Note dated April 1, 1996 of The DeWolfe
Company, Inc., DeWolfe Relocation Services, Inc., Referral
Associates of New England, Inc., Hillshire House, Inc. and
Real Estate Referral, Inc. to BankBoston, N.A. K-10.1
10.12.5 -First Amendment to Second Amended and Restated Credit and
Security Agreement dated October 1, 1999 by and among The
DeWolfe Company, Inc., DeWolfe Relocation Services, Inc.,
Referral Associates of New England, Inc., Hillshire House,
Inc., The DeWolfe Insurance Agency, Inc., Real Estate
Referral, Inc. Dollar Dry Dock Real Estate, Inc. and The
Heritage Group, Inc., J.W. Riker Northern RI Inc., Mark
Stimson Associates, and Paul G. Jevne, Inc., The DeWolfe
Companies, Inc., to BankBoston, N.A. O-10.1
10.13 -Private Placement of 125,000 shares and 500,000 warrants D-28
10.14 -Employment Agreement dated April 29, 1996 with James A.
Marcotte G-(10)(i)
10.15 -1993 Company Stock Purchase Plan, as amended G-(10)(ii)
10.16 -Employment Agreement dated September 2, 1997 with Gail
Hayes H-10.0
10.17 -Stock purchase agreement dated December 8, 1997 and Dollar
Dry Dock Real Estate, Inc., The Heritage Group, Inc., Steven
C. Bailey, The DeWolfe Company, Inc. and The DeWolfe
Companies, Inc. J-2.1
10.18 -1998 Stock Option Plan, as amended M-A
10.19 -Employment Agreement dated May 14, 1998 with Richard Pucci K-10.3
10.20 -Employment Agreement Dated February 20, 1998 with Richard
Loughlin *
21. -Subsidiaries of the Registrant *
23. -Consent of Ernst & Young LLP *
27. -Financial Data Schedule *
99. -Copy of Section 67 of the Massachusetts Business
Corporation Law A-28.1
</TABLE>
DESCRIPTION
<TABLE>
<S> <C> <C> <C>
A- Incorporated by reference from the registrant's Registration
Statement on Form S-18 (file No. 33-48113-B). The page or
reference set forth herein is the exhibit number in said
Registration Statement.
B- Incorporated by reference from the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993. The page or reference set forth herein is the exhibit
number in said Report.
C- Incorporated by reference from registrant's current report
on Form 8-K filed on July 13, 1994. The page or reference
set forth herein is the exhibit number in said report.
D- Incorporated by reference from registrant's current report
on Form 8-K filed on October 6, 1994. The page or reference
set forth herein is the exhibit number in said report.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
E- Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the period ending June 30, 1995. The
page or reference set forth herein is the exhibit number in
said quarterly report.
F- Incorporated by reference from the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1995. The page of reference set forth herein is the exhibit
number in said report.
G- Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the period ending June 30, 1996. The
page or reference set forth herein is the exhibit number in
said quarterly report.
H- Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the period ending September 30,
1997. The page or reference set forth herein is the exhibit
number in said quarterly report.
I- Incorporated by reference from the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996. The page or reference set forth herein is the exhibit
number in said report.
J- Incorporated by reference from the registrant's current
report on Form 8-K filed on February 2, 1998. The page or
reference set forth herein is the exhibit number in said
report.
K- Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the period ending June 30, 1998. The
page or reference set forth herein is the exhibit number in
said Quarterly report.
L- Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the period ending September 30,
1998. The page or reference set forth herein is the exhibit
number in said Quarterly report.
M- Incorporated by reference from the registrant's 2000 Proxy
Statement. The reference set forth herein is the exhibit
letter in said Proxy statement.
N- Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the period ending June 30, 1999. The
page or reference set forth herein is the exhibit number in
said Quarterly report.
O- Incorporated by reference from the registrant's Quarterly
Report on Form 10-Q for the period ending September 30,
1999. The page or reference set forth herein is the exhibit
number in said Quarterly report.
</TABLE>
- ------------------------
* Filed herewith
<PAGE>
EXHIBIT 10.20
EMPLOYMENT AGREEMENT
This agreement is made between The DeWolfe Company, Inc., ("DeWolfe") and
Richard Loughlin who is associated with DeWolfe as a General Operations Manager
("Employee"). DeWolfe agrees to associate with Employee upon the terms contained
in this agreement, and Employee agrees to work in the best interests of DeWolfe
at all times, upon the terms contained in this agreement.
TERM: The employment shall begin, or did begin, on October 1, 1989 and will
continue until canceled, amended or terminated as described herein.
TITLE: The Employee will use the title of Senior Vice President, or any other
title designated by DeWolfe from time to time to describe the Employee in all
dealings with others.
ASSIGNMENT: The Employee's assignment and responsibilities will be defined by
DeWolfe, and may be changed at any time. The Employee is responsible for
developing and implementing a comprehensive operating plan, based upon the
strategic goals established by the Executive Committee of The DeWolfe Companies.
The Employee will manage the Regional Operating Managers and assist them in
executing their plans to improve operational productivity (operating costs per
closed transaction). The Employee will also support and assist the Regional
Operating Managers in the management, motivation and support of local operating
and administrative managers and staff. In general, it is the responsibility of
the Employee to improve operational productivity, while providing the
facilities, systems and service necessary for the delivery of real estate
services and the processing of real estate transactions. The Employee will keep
informed about the real estate business in general, and about the specific
programs available through DeWolfe, and shall participate in all training,
meetings and functions required by DeWolfe. The Employee will not provide real
estate brokerage services to sellers, buyers, landlords or tenants directly for
a fee.
COMPENSATION: Compensation will be established by DeWolfe from time to time, and
initially will be paid in accordance with the Compensation Schedule attached as
Exhibit A. The Employee shall be entitled to all benefits generally provided by
DeWolfe to its employees. Employee may accept referral fees from the referral of
real estate business to sales associates, up to 12 1/2 % of the company
commission available on the transaction or side referred. The office commission
available is the total commission income, after payment of co-broke fees,
external and internal referral fees, and off-the-top fees (i.e. the amount on
which the associate's commission split is calculated is the office commission
available). Employee may also accept referral fees from the referral of real
estate business to other offices within DeWolfe, up to 12 1/2% of the company
commission available on the transaction or side. The Employee may also accept
referral fees from the referral of real estate business outside DeWolfe's
effective service areas, in accordance with company policy established from time
to time. All such referrals must be referred through DeWolfe Relocation
Services. Referral fees may only be accepted on business from customers or
clients with whom the Employee has had a prior business or personal
relationship, or who were actively solicited by the Employee.
TERMINATION: This Agreement and the employment created thereby may be terminated
at any time without cause by either party i) upon thirty days' written notice or
ii) by DeWolfe at any time without notice provided that Employee shall receive
additional compensation in an amount equal to the Base Pay for a period of four
weeks. DeWolfe may terminate this agreement and the employment created herein
without notice for cause, including fraud, criminal activity, dereliction of
duties or willful failure to comply with the terms of the agreement or DeWolfe
policies and procedures. All employee benefits including but not limited to
health insurance benefits, shall cease as of the date of termination, except as
otherwise provided by law. For a period of one year after termination, the
Employee will not solicit any employee, sales associate or manager, or other
person associated with DeWolfe or its affiliated companies, for the purpose of
inducing that person(s) to terminate employment or association with DeWolfe.
Upon termination, the Employee shall immediately return all DeWolfe property to
a DeWolfe management representative, including all keys, documents, client and
customer lists, computer hardware and software, etc.
<PAGE>
CONFIDENTIALITY: It is understood that the Employee may from time to time have
knowledge of information which is confidential in nature, including, but not
limited to customer and client lists, agent and management information, training
and procedures, manuals, sales tactics, strategies, financial results and other
trade secrets. The Employee will not, at any time during employment or after
termination, disclose any confidential information, nor trade in the stock of
The DeWolfe Companies, Inc. based upon confidential information, nor use such
confidential information in any other manner.
MERGER, SEVERABILITY AND ENFORCEABILITY: This Agreement shall take precedence
over any prior arrangement, written or verbal, between Employee and DeWolfe, or
any of its affiliates, predecessors or subsidiaries, and any such prior
agreements shall be merged herein and have no continuing effect. This Agreement
contains all of the agreements of the parties and no subsequent agreements will
be effective and enforceable unless a written amendment or substitution to this
agreement is signed by Employee and DeWolfe. If any term(s) or provision(s) of
this Agreement are deemed to be unenforceable, the remaining terms and
provisions hereof shall remain valid and enforceable.
NOTICES: Any notice required under this agreement will be deemed sufficient if
mailed or delivered to the parties at the following addresses:
Employee: 83 Chestnut Street
Concord, MA
01742
The DeWolfe Company, Inc.
80 Hayden Avenue
Lexington, MA 02173
GOVERNING LAW: This agreement shall be governed by the laws of the Commonwealth
of Massachusetts.
Signed this 20th day of February , 1998.
EMPLOYEE: THE DEWOLFE COMPANY, INC.
/s/ Richard J. Loughlin By: /s/ Paul J. Harrington
- -------------------------------- ---------------------------------
Richard J. Loughlin Paul J. Harrington, President
<PAGE>
Exhibit 21
SUBSIDIARIES OF THE REGISTRANT
1. Each of The DeWolfe Company, Inc., DeWolfe Relocation Services, Inc.,
DeWolfe Mortgage Services, Inc., and The DeWolfe Insurance Agency, Inc. is
a Massachusetts corporation and is a wholly-owned subsidiary of The DeWolfe
Companies, Inc.
2. Each of Hillshire House, Inc., A Connecticut corporation, J.W. Riker
Northern Rhode Island, Inc., a Rhode Island Corporation, Mark Stimson
Associates, A Maine Corporation, and DeWolfe Realty Affiliates, A Maine
Corporation, is a wholly-owned subsidiary of The DeWolfe Company, Inc.
3. Referral Associates of New England, Inc., a Massachusetts corporation, is a
wholly-owned subsidiary of DeWolfe Relocation Services, Inc.
4. Real Estate Referral, Inc., a Connecticut corporation, is a wholly-owned
subsidiary of Hillshire House, Inc.
<PAGE>
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 333-93513) pertaining to the 1998 Stock Option Plan;
Registration Statement (Form S-8, No. 333-46291) pertaining to the 1998 Stock
Option Plan; Registration Statement (Form S-8, No. 33-56504) pertaining to
the 1992 Stock Option Plan and the 1992 Non-Employee Director Stock Option
Plan; Registration Statement (Form S-8, No. 33-63600) pertaining to the 1993
Company Stock Purchase Plan: Registration Statement (Form S-8, No. 333-18995)
pertaining to the 1992 Non-Employee Director Stock Option Plan; Registration
Statement (Form S-8, No. 33-84136) pertaining to the 1992 Stock Option Plan;
and Registration Statement (Form S-3, No. 33-92016) of The DeWolfe Companies,
Inc. of our report dated January 28, 2000, with respect to the consolidated
financial statements and schedule of The DeWolfe Companies, Inc. included in
the Annual Report (Form 10-K) for the year ended December 31, 1999.
Ernst & Young LLP
Boston, Massachusetts
March 17, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
BALANCE SHEET AND CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH 10-K.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 9,604
<SECURITIES> 0
<RECEIVABLES> 22,719
<ALLOWANCES> 933
<INVENTORY> 0
<CURRENT-ASSETS> 42,728
<PP&E> 13,828
<DEPRECIATION> 6,189
<TOTAL-ASSETS> 65,281
<CURRENT-LIABILITIES> 31,907
<BONDS> 18,059
0
0
<COMMON> 36
<OTHER-SE> 17,663
<TOTAL-LIABILITY-AND-EQUITY> 65,281
<SALES> 0
<TOTAL-REVENUES> 178,829
<CGS> 0
<TOTAL-COSTS> 114,109
<OTHER-EXPENSES> 56,064
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,007
<INCOME-PRETAX> 8,580
<INCOME-TAX> 3,596
<INCOME-CONTINUING> 4,984
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,984
<EPS-BASIC> 1.49
<EPS-DILUTED> 1.41
</TABLE>
