<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 1-13531
----------
TRAMMELL CROW COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2721454
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
2001 ROSS AVENUE
SUITE 3400
DALLAS, TEXAS
(Address of principal executive offices)
75201
(Zip Code)
(214) 863-3000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes __x__ No ___
At August 10, 1998, there were 34,141,414 shares of Common Stock
outstanding.
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1998
(unaudited) and December 31, 1997 1
Condensed Consolidated Statements of Operations for the three
and six months ended June 30, 1998 and 1997 (unaudited) 2
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and 1997 (unaudited) 3
Notes to Condensed Consolidated Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. Other Information
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
</TABLE>
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 58,306 $ 96,747
Accounts receivable, net of allowance for doubtful
accounts of $538 in 1998 and $955 in 1997 52,936 40,602
Receivables from affiliates 729 926
Notes and other receivables 4,504 4,007
Income taxes recoverable - 4,939
Deferred income taxes 3,493 3,870
Real estate held for sale 134,091 98,567
Other current assets 10,518 9,220
-------- --------
Total current assets 264,577 258,878
Furniture and equipment, net 9,565 6,309
Deferred income taxes 12,078 14,397
Investments in unconsolidated subsidiaries 12,338 11,244
Goodwill, net 73,667 27,111
Other assets 18,569 8,297
-------- --------
$390,794 $326,236
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable $ 25,385 $ 18,523
Accrued expenses 54,881 56,270
Payables to affiliates 296 4,466
Income taxes payable 1,522 -
Current portion of long-term debt 754 875
Notes payable on real estate held for sale 75,120 76,623
Other current liabilities 2,117 2,185
-------- --------
Total current liabilities 160,075 158,942
Long-term debt, less current portion 55,844 1,555
Deferred compensation 1,997 8,391
Other liabilities 406 417
-------- --------
Total liabilities 218,322 169,305
Minority interest 17,994 19,859
Stockholders' equity
Preferred stock; $0.01 par value; 30,000,000 shares
authorized; none issued or outstanding - -
Common stock; $0.01 par value; 100,000,000 shares
authorized; 33,911,416 and 33,892,038 shares issued
and outstanding in 1998 and 1997, respectively 339 339
Paid-in capital 150,721 150,647
Retained earnings (deficit) 4,446 (12,734)
Less: stockholder loans (1,028) (1,180)
-------- --------
Total stockholders' equity 154,478 137,072
-------- --------
$390,794 $326,236
-------- --------
-------- --------
</TABLE>
See accompanying notes.
1
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
------------------- --------------------
1998 1997 1998 1997
-------- ------- -------- --------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES
Property management services $ 27,623 $21,818 $ 52,510 $ 43,842
Brokerage services 33,075 19,983 58,608 36,918
Infrastructure management services 26,588 14,990 49,478 29,559
Development and construction services 9,799 8,876 18,690 14,082
Retail services 2,269 170 4,996 495
-------- ------- -------- --------
99,354 65,837 184,282 124,896
Income from investments in unconsolidated subsidiaries 4,043 1,168 6,458 1,226
Gain on disposition of real estate 10,153 572 11,019 1,696
Other income 1,741 1,767 3,783 3,624
-------- ------- -------- --------
115,291 69,344 205,542 131,442
COSTS AND EXPENSES
Salaries, wages, and benefits 55,006 34,710 105,522 72,049
Commissions 16,554 8,454 27,507 15,457
General and administrative 17,225 13,147 32,322 23,450
Profit sharing - 4,848 - 7,418
Depreciation 1,008 809 2,093 1,707
Amortization 941 342 1,270 342
Interest 3,573 1,561 5,239 2,113
Royalty and consulting fees - 996 - 1,524
Minority interest 2,843 75 2,880 356
-------- ------- -------- --------
97,150 64,942 176,833 124,416
-------- ------- -------- --------
Income before income taxes 18,141 4,402 28,709 7,026
Income tax expense 7,290 1,717 11,529 2,740
-------- ------- -------- --------
Net income $ 10,851 $ 2,685 $ 17,180 $ 4,286
-------- ------- -------- --------
-------- ------- -------- --------
Earnings per share:
Basic $ .32 * $ .51 *
-------- --------
-------- --------
Diluted $ .30 * $ .48 *
-------- --------
-------- --------
</TABLE>
- ------------
* Information is not relevant due to change in capital structure.
See accompanying notes.
2
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
FOR THE SIX MONTHS
ENDED JUNE 30
---------------------
1998 1997
-------- --------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 17,180 $ 4,286
Adjustments to reconcile net income to net cash
used in operating activities
Depreciation 2,093 1,707
Amortization 1,270 342
Minority interest 2,880 356
Deferred income tax provision 3,353 313
Income from investments in unconsolidated subsidiaries (6,458) (1,226)
Gain on disposition of real estate (11,019) (1,696)
Changes in operating assets and liabilities
Accounts receivable (9,037) 4,300
Receivables from affiliates 197 1,059
Notes receivable and other assets (5,335) (4,579)
Expenditures for real estate held for sale (97,856) (38,534)
Proceeds from sale of real estate 73,351 39,272
Proceeds from real estate notes payable 43,919 32,544
Payments on real estate notes payable (45,422) (32,403)
Accounts payable and accrued expenses 1,678 (19,680)
Payables to affiliates (3,737) (3,884)
Income taxes recoverable/payable 6,461 (1,580)
Deferred compensation (6,394) 7,418
Other liabilities (588) (289)
-------- --------
Net cash used in operating activities (33,464) (12,274)
-------- --------
INVESTING ACTIVITIES
Expenditures for furniture and equipment (4,669) (1,245)
Acquisitions of real estate service companies (54,513) -
Investments in unconsolidated subsidiaries (3,330) (3,875)
Distributions from unconsolidated subsidiaries 8,694 2,996
Contributions from minority interest 201 2,632
Distributions to minority interest (5,379) (904)
-------- --------
Net cash used in investing activities (58,996) (396)
-------- --------
FINANCING ACTIVITIES
Principal payments on debt (11,822) (4,224)
Proceeds from debt 65,615 4,076
Proceeds from exercise of stock options 74 -
Purchase of common stock - (730)
Dividends paid - (8,200)
Collections of stockholder loans 152 1,918
-------- --------
Net cash provided by (used in) financing activities 54,019 (7,160)
-------- --------
Net decrease in cash and cash equivalents (38,441) (19,830)
Cash and cash equivalents, beginning of period 96,747 58,505
-------- --------
Cash and cash equivalents, end of period $ 58,306 $ 38,675
-------- --------
-------- --------
</TABLE>
See accompanying notes.
3
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL
The consolidated interim financial statements of Trammell Crow Company
(the "Company") included herein have been prepared in accordance with the
requirements for interim financial statements and do not include all
disclosures required under generally accepted accounting principles for
complete financial statements. These financial statements should be read in
conjunction with the consolidated financial statements included in the
Company's annual report on Form 10-K for the year ended December 31, 1997.
In the opinion of management, all adjustments and eliminations, consisting
only of recurring adjustments, necessary for a fair presentation of the
financial statements for the interim periods have been made. Interim results
of operations are not necessarily indicative of the results to be expected
for the full year.
The Company has experienced and expects to continue to experience
quarterly variations in revenues and net income as a result of several
factors, including the timing of transactions, the commencement of new
contracts, revenue mix and the timing of additional selling, general and
administrative expenses to support new business activities. The Company's
revenues tend to be higher in the last quarter of the year than in the first
three quarters because its clients have demonstrated a tendency to close
transactions toward the end of the year, which causes the Company to earn
more of its revenue under transaction-oriented service contracts in the last
quarter of the year. In addition, an increasing percentage of the Company's
property management and infrastructure management contracts provide for
incentive payments if the Company achieves certain performance targets. Such
incentive payments are generally earned in the fourth quarter. The timing
and introduction of new contracts and other factors may also cause quarterly
fluctuations in the Company's results of operations.
USE OF ESTIMATES
The preparation of the financial statements in accordance with generally
accepted accounting principles ("GAAP") requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
INCOME TAXES
The provision for income taxes has been included in the accompanying
financial statements based on an estimated annual effective tax rate. The
differences between the provisions for income taxes and amounts computed by
applying the statutory federal income tax rates to income are primarily a
result of amortization of goodwill, state income taxes, non-deductible meals
and entertainment expenditures, payment of deferred compensation, and the
impact of options expected to be exercised prior to December 31, 1998.
EARNINGS PER SHARE
Weighted average shares outstanding used to calculate basic earnings per
share for the three and six months ended June 30, 1998 were 33,911,416 and
33,905,528, respectively. Weighted average shares outstanding used to
calculate diluted earnings per share for the three and six months ended June
30, 1998 were 36,158,600 and 36,142,448, respectively. For the three and six
months ended June 30, 1998, employee stock options to purchase 2,247,184 and
2,236,920 shares of common stock, respectively, were included in the weighted
average shares outstanding used to calculate diluted earnings per share
because these options are dilutive.
2. REAL ESTATE HELD FOR SALE
During the six months ended June 30, 1998, the Company sold fifteen real
estate projects for an aggregate sales price of $73,351, resulting in a gain
on disposition of $11,019. During the six months ended June 30, 1997, the
Company sold eight real estate projects for an aggregate sales price of
$39,272, resulting in a gain on disposition of $1,696.
In March 1997, the Company contributed real estate held for sale of
$35,400 and the related $35,400 note payable to a partnership and received a
16% limited partner interest. No gain was recognized.
4
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Operating results for unconsolidated subsidiaries in which the Company
has an investment were as follows:
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
JUNE 30, 1998
-------------
<S> <C>
Total revenues $ 32,709
Total expenses (15,558)
--------
Net income $ 17,151
--------
--------
</TABLE>
4. STOCKHOLDERS' EQUITY
A summary of the Company's stock option activity for the six months
ended June 30, 1998 is as follows:
<TABLE>
<CAPTION>
EXERCISE PRICE OF $3.85 EXERCISE PRICE OF $17.50 TO
(BELOW MARKET PRICE AT $36.00 (AT MARKET PRICE AT
GRANT DATE) GRANT DATE) TOTAL
----------------------- --------------------------- ---------
<S> <C> <C> <C>
Options outstanding:
December 31, 1997 2,423,769 2,364,277 4,788,046
Granted - 147,603 147,603
Exercised (19,378) - (19,378)
Forfeited - (66,221) (66,221)
Expired - - -
--------- --------- ---------
June 30, 1998 2,404,391 2,445,659 4,850,050
--------- --------- ---------
--------- --------- ---------
OPTIONS EXERCISABLE AT JUNE 30, 1998 2,404,391 26,370 2,430,761
--------- --------- ---------
--------- --------- ---------
</TABLE>
5. ACQUISITIONS OF REAL ESTATE SERVICE COMPANIES
In March 1998, the Company purchased all of the issued and outstanding
capital stock of Tooley & Company, Inc. ("Tooley"), a California real estate
services company primarily engaged in office management and leasing. The
Company paid cash of $23,400 for the capital stock, and paid an additional
$1,000 to two of the principals of Tooley as consideration for non-compete
agreements. The Company also agreed to pay the seller an additional $3,000 of
purchase price if Tooley achieves certain performance standards in the
future, as well as certain payments based upon the future performance of
certain of Tooley's projects. In connection with the acquisition, which was
accounted for using the purchase method of accounting, the Company recorded
goodwill of $17,016. The operations of Tooley are included in the Company's
operations from the date of acquisition. The Company borrowed $23,000 under
its credit facility to fund the purchase.
In May 1998, the Company acquired the business of Fallon Hines &
O'Connor, Inc., a Boston, Massachusetts-based commercial real estate
brokerage, consulting and advisory firm ("Fallon"). In exchange for
substantially all of the assets of Fallon, the Company paid approximately
$30,595 in cash and agreed to pay up to an additional $6,000 in cash and/or
stock options if the acquired business meets certain performance
thresholds. The Company also paid an aggregate of $2,000 to the
principals of Fallon in exchange for certain covenants not to compete.
In connection with the acquisition, which was accounted for using the
purchase method of accounting, the Company recorded goodwill of $29,529.
The operations of Fallon are included in the Company's operations from
the date of acquisition. The Company borrowed $32,000 under its credit
facility to fund the acquisition.
5
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
6. LONG-TERM DEBT
Long-term debt consists of the following at:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
-------- ------------
<S> <C> <C>
Borrowings under $150,000 line of credit with a bank $55,000 $ -
Capital lease obligations 1,598 1,579
Notes payable to former stockholders - 851
------- ------
Total long-term debt 56,598 2,430
Less current portion of long-term debt 754 875
------- ------
$55,844 $1,555
------- ------
------- ------
</TABLE>
At June 30, 1998, the Company has $89,507 available under its $150,000
line of credit.
7. CONTINGENCIES
At June 30, 1998, the Company has guaranteed $4,437 of real estate notes
payable of others. These notes are collateralized by the underlying real
estate. The Company has outstanding letters of credit totaling $16,838 at
June 30, 1998, which expire at varying dates through January 2003.
In addition, at June 30, 1998, the Company has several completion and
budget guarantees relating to development projects. Management does not
expect to incur any material losses under these guarantees.
The Company and its subsidiaries are defendants in lawsuits that arose
in the normal course of business. In management's judgment, the ultimate
liability, if any, from such legal proceedings will not have a material
effect on the Company's financial position.
8. SUBSEQUENT EVENT
In July 1998, the Company acquired a portion of the businesses of Faison
& Associates ("Faison") and Faison Enterprises, Inc. ("Faison Enterprises"),
which are engaged in the development, leasing and management of office and
retail properties primarily in the Midatlantic and Southeast regions of the
United States. In exchange for the portion of the businesses acquired, the
Company paid $36,107 in cash and delivered a $2,000 promissory note that
bears interest at an annual rate of 6.0%. The note matures on April 30, 2000
and is payable in eight equal quarterly installments. In connection with the
closing, Mr. Henry Faison and Faison Enterprises purchased an aggregate of
127,828 shares of common stock for $4,000. In addition, the Company entered
into a development program with Faison Enterprises to develop certain retail
development projects identified through the Company's operations purchased in
the acquisition. Faison Enterprises also entered into a long-term services
contract with the Company with respect to the properties developed under this
program and certain other properties controlled by Mr. Henry Faison.
In connection with the acquisition, the Company entered into employment
agreements with four key employees, including Mr. Faison, and in connection
with such employment agreements the Company paid an aggregate of $1,000 in
exchange for certain covenants not to compete. The Company authorized the
issuance of options to purchase an aggregate of approximately 70,000 shares
of common stock at an exercise price per share equal to the fair market value
of the common stock on the date of grant to certain employees of the acquired
business who were retained after the closing.
6
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
In addition, on August 5, 1998, the Company authorized the grant of an
aggregate of 63,490 restricted shares of its common stock to certain
employees of the acquired business who were retained after the closing.
These shares will vest on July 2, 2000 if the grantee has been continuously
employed by the Company from the date of closing. At the closing, Mr. Henry
Faison was elected to serve as a Class III Director of the Company's Board of
Directors with a term expiring at the Company's annual meeting of
stockholders in 2000. The acquisition will be accounted for using the
purchase method of accounting. The Company borrowed $37,000 under its credit
facility to fund the acquisition.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Company's
Condensed Consolidated Financial Statements and the notes thereto included in
Item 1 of this Quarterly Report on Form 10-Q.
OVERVIEW
Trammell Crow Company is one of the largest diversified commercial real
estate service firms in the United States. As a means of addressing the
comprehensive real estate service requirements of its diverse group of clients,
the Company is organized into five principal lines of business. The Company's
property management services business provides services relating to all aspects
of building operations, tenant relations and oversight of building improvement
processes, primarily for building owners who do not occupy the properties
managed by the Company. The brokerage services business advises buyers,
sellers, landlords and tenants in connection with the sale and leasing of
office, industrial and retail space and land. The infrastructure management
business entails providing comprehensive day-to-day occupancy related services,
principally to large corporations which occupy commercial facilities in multiple
locations. These services include administration, day-to-day maintenance and
repair of client occupied facilities and strategic functions such as space
planning, relocation coordination, facilities management and portfolio
management. The development and construction services business includes
financial planning, site acquisition, procurement of approvals and permits,
design and engineering coordination, construction bidding and management and
tenant finish coordination, project close-out and user move coordination,
general contracting and project finance advisory services. The Company's retail
services business provides tenant representation, disposition, development and
financial services to national and global retail customers.
Summarized operating data by business line for the three and six months ended
June 30, 1997 and 1998 (in thousands):
<TABLE>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -----------------
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
PROPERTY MANAGEMENT:
Service revenues $27,623 $21,818 $52,510 $43,842
Income from unconsolidated subsidiaries - - - -
Gain on disposition of real estate - - - -
Other 1,505 1,070 2,992 2,477
------- ------- ------- -------
Total revenues 29,128 22,888 55,502 46,319
Operating costs and expenses 23,483 20,412 45,029 40,383
------- ------- ------- -------
Income (loss) before income taxes $ 5,645 $ 2,476 $10,473 $ 5,936
------- ------- ------- -------
------- ------- ------- -------
EBITDA, as adjusted (1) $ 6,534 $ 5,186 $11,876 $10,058
------- ------- ------- -------
------- ------- ------- -------
BROKERAGE:
Service revenues $33,075 $19,983 $58,608 $36,918
Income from unconsolidated subsidiaries - - - -
Gain on disposition of real estate - - - -
Other 145 159 213 303
------- ------- ------- -------
Total revenues 33,220 20,142 58,821 37,221
Operating costs and expenses 30,648 19,880 53,888 37,352
------- ------- ------- -------
Income (loss) before income taxes $ 2,572 $ 262 $ 4,933 $ (131)
------- ------- ------- -------
------- ------- ------- -------
EBITDA, as adjusted (1) $ 3,301 $ 2,302 $ 6,099 $ 3,351
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
8
<PAGE>
<TABLE>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -------------------
1998 1997 1998 1997
-------- ------- -------- --------
<S> <C> <C> <C> <C>
INFRASTRUCTURE MANAGEMENT:
Service revenues $ 26,588 $14,990 $ 49,478 $ 29,559
Income from unconsolidated subsidiaries - - - -
Gain on disposition of real estate - - - -
Other 49 (3) 83 147
-------- ------- -------- --------
Total revenues 26,637 14,987 49,561 29,706
Operating costs and expenses 23,100 14,136 43,958 28,221
-------- ------- -------- --------
Income (loss) before income taxes $ 3,537 $ 851 $ 5,603 $ 1,485
-------- ------- -------- --------
-------- ------- -------- --------
EBITDA, as adjusted (1) $ 3,983 $ 1,864 $ 6,370 $ 3,260
-------- ------- -------- --------
-------- ------- -------- --------
DEVELOPMENT AND CONSTRUCTION:
Service revenues $ 9,799 $ 8,876 $ 18,690 $ 14,082
Income from unconsolidated subsidiaries 4,043 1,168 6,458 1,226
Gain on disposition of real estate 10,129 584 10,710 742
Other 22 538 447 690
-------- ------- -------- --------
Total revenues 23,993 11,166 36,305 16,740
Operating costs and expenses 17,691 9,825 29,102 16,632
-------- ------- -------- --------
Income (loss) before income taxes $ 6,302 $ 1,341 $ 7,203 $ 108
-------- ------- -------- --------
-------- ------- -------- --------
EBITDA, as adjusted (1) $ 9,489 $ 3,998 $ 11,839 $ 3,513
-------- ------- -------- --------
-------- ------- -------- --------
RETAIL:
Service revenues $ 2,269 $ 170 $ 4,996 $ 495
Income from unconsolidated subsidiaries - - - -
Gain on disposition of real estate 24 (12) 309 954
Other 20 3 48 7
-------- ------- -------- --------
Total revenues 2,313 161 5,353 1,456
Operating costs and expenses 2,228 689 4,856 1,828
-------- ------- -------- --------
Income (loss) before income taxes $ 85 $ (528) $ 497 $ (372)
-------- ------- -------- --------
-------- ------- -------- --------
EBITDA, as adjusted (1) $ 356 $ (392) $ 1,127 $ (52)
-------- ------- -------- --------
-------- ------- -------- --------
TOTAL:
Service revenues $ 99,354 $65,837 $184,282 $124,896
Income from unconsolidated subsidiaries 4,043 1,168 6,458 1,226
Gain on disposition of real estate 10,153 572 11,019 1,696
Other 1,741 1,767 3,783 3,624
-------- ------- -------- --------
Total revenues 115,291 69,344 205,542 131,442
Operating costs and expenses 97,150 64,942 176,833 124,416
-------- ------- -------- --------
Income (loss) before income taxes $ 18,141 $ 4,402 $ 28,709 $ 7,026
-------- ------- -------- --------
-------- ------- -------- --------
EBITDA, as adjusted (1) $ 23,663 $12,958 $ 37,311 $ 20,130
-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>
(1) EBITDA, as adjusted, represents earnings before interest, income taxes,
depreciation and amortization, royalty and consulting fees and profit
sharing. The Company had no profit sharing expense in 1998 as the future
profits participation under the Company's Profit Sharing Plan were
terminated in conjunction with the Company's initial public offering (the
"Offering"). Additionally, the Company had no royalty or consulting
expenses in 1998 because certain royalty and consulting arrangements to
which the Company was a party were terminated in connection with the
Offering. Management believes that EBITDA, as adjusted, can be a
meaningful measure of the Company's operating performance, cash generation
and ability to service debt. However, EBITDA, as adjusted, should not be
considered as an alternative either to: (i) net earnings (determined in
accordance with GAAP); (ii) operating cash flow (determined in accordance
with GAAP); or (iii) liquidity. There can be no assurance that the
Company's calculation of EBITDA, as adjusted, is comparable to similarly
titled items reported by other companies.
9
<PAGE>
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO
THREE AND SIX MONTHS ENDED JUNE 30, 1997
REVENUES. The Company's total revenues grew $46.0 million, or 66.4%, to
$115.3 million for the three months ended June 30, 1998 and grew $74.1 million,
or 56.4%, to $205.5 million for the six months ended June 30, 1998 from the
comparable periods in the prior year.
Property management services revenue, which represented 23.9% and 25.5% of
the Company's total revenue for the three and six months ended June 30, 1998,
respectively, increased $5.8 million, or 26.6%, to $27.6 million for the three
months ended June 30, 1998 and increased $8.7 million, or 19.9%, to $52.5
million for the six months ended June 30, 1998 from the comparable periods in
the prior year. These increases were primarily due to a general increase in
market rents and a decrease in vacancies, resulting in higher revenues for
properties managed, which led to higher management fees to the Company since
fees are generally based on a percentage of property revenues. In addition,
square feet under management increased in both 1998 periods, primarily due to
the acquisition of Tooley.
Brokerage services revenue, which represented 28.7% and 28.5% of the
Company's total revenue for the three and six months ended June 30, 1998,
respectively, increased $13.1 million, or 65.5%, to $33.1 million for the three
months ended June 30, 1998 and increased $21.7 million, or 58.8%, to $58.6
million for the six months ended June 30, 1998 from the comparable periods in
the prior year. The revenue growth resulted from an increase in the number of
brokerage transactions fueled by an increase of 33% and 47% in the average
number of brokers employed during the three and six months ended June 30, 1998,
respectively, from the comparable prior year periods, coupled with a general
increase in market rents.
Infrastructure management services revenues, which represented 23.1% and
24.1% of the Company's total revenue for the three and six months ended June 30,
1998, respectively, increased $11.6 million, or 77.3%, to $26.6 million for the
three months ended June 30, 1998 and increased $19.9 million, or 67.2%, to $49.5
million for the six months ended June 30, 1998 from the comparable periods in
the prior year. The revenue growth resulted primarily from the addition of two
significant new customers in the financial services industry, expansion of
services provided to two other major customers, and the addition of an
infrastructure management contract with the University of Pennsylvania.
Revenues from development and investment activities (comprised of
development and construction service fees, gain on disposition of non-retail
build-to-suit real estate projects and income from unconsolidated subsidiaries)
totaled $24.0 million and $35.9 million for the three and six months ended June
30, 1998, respectively, and represented 20.8% and 17.5% of the Company's total
revenue for the three and six months ended June 30, 1998, respectively. These
revenues increased $13.4 million, or 126.4%, from $10.6 million for the second
quarter of 1997 and increased $19.8 million, or 123.0%, from $16.1 million for
the six months ended June 30, 1997. The revenue growth was primarily due to a
significant increase in the second quarter in the number of development projects
with respect to which the Company receives development fees, an increase in gain
on disposition of real estate resulting primarily from two significant sales in
the second quarter of 1998 and an increase in income from unconsolidated
subsidiaries resulting from sale of the underlying real estate.
Retail revenues (including services revenues and gain on disposition of
retail build-to-suit real estate projects) totaled $2.3 million and $5.3 million
for the three and six months ended June 30, 1998, repectively, and represented
2.0% and 2.6% of the Company's total revenue for the three and six months ended
June 30, 1998, respectively. These revenues increased $2.1 million, or 1050%,
from $0.2 million for the second quarter of 1997 and increased $3.9, or 278.6%,
from $1.4 million for the six months ended June 30, 1997. This revenue growth
was primarily a result of the acquisition of Doppelt & Company in August 1997.
OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased by $32.3 million, or 49.8%, to $97.2 million for the three months
ended June 30, 1998 and increased $52.4 million, or 42.1%, to $176.8 million for
the six months ended June 30, 1998 from comparable periods in the prior year.
These increases were primarily due to 58.5% and 46.5% increases in salaries,
wages, and benefits for the three and six months ended June 30, 1998,
respectively, primarily due to the increased staffing required for the
infrastructure management services business, as well as increases in staffing in
other parts of the Company to support growth. Additionally, compensation
increased for the three and six months ended June 30, 1998 from the comparable
periods in 1997 due to the impact of the new compensation structure adopted in
connection with the Offering in the fourth quarter of 1997. Commissions
increased 95.3% and 77.4%, respectively, for the three and six months ended June
30, 1998 corresponding to the growth in the Company's brokerage services
revenues. General and administrative expenses increased $4.8 million primarily
due to increases in rent, travel and overhead costs of the infrastructure
management services business resulting from the addition of three significant
customers and the expansion of
10
<PAGE>
services provided to two other significant customers, coupled with a
company-wide increase in administrative costs resulting from the overall
increase in number of employees. The Company had no profit sharing expense in
1998 as compared to $4.8 million and $7.4 million, respectively, for the three
and six months ended June 30, 1997, as the future profits participation under
the Company's Profit Sharing Plan was terminated in conjunction with the
Offering and with the adoption of the Company's current compensation
structure. Additionally, the Company had no royalty or consulting expenses in
1998 as compared to $1.0 million and $1.5 million, respectively, for the three
and six months ended June 30, 1997, because certain royalty and consulting
arrangements to which the Company was a party were terminated in connection
with the Offering. Interest expense increased for the three and six months
ended June 30, 1998 primarily as a result of interest expensed on real estate
development projects that were completed and operated in 1998, as well as
contingent interest incurred upon the sale of a real estate project and
interest on debt borrowed for acquisitions of real estate service companies.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes increased
$13.7 million, to $18.1 million for the three months ended June 30, 1998 and
increased $21.7 million, to $28.7 million for the six months ended June 30, 1998
from the comparable prior year periods due to the fluctuations in revenues and
expenses described above.
NET INCOME. Net income increased $8.2 million, to $10.9 million for the three
months ended June 30, 1998 as compared to the same period in the prior year, and
increased $12.9 million, to $17.2 million for the six months ended June 30, 1998
from the same period in the prior year.
SEASONALITY
The Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of several factors, including
the timing of transactions, the commencement of new contracts, revenue mix and
the timing of additional selling, general and administrative expenses to support
new business activities. The Company's revenues tend to be higher in the last
quarter of the year than in the first three quarters because its clients have
demonstrated a tendency to close transactions toward the end of the year, which
causes the Company to earn more of its revenue under transaction-oriented
service contracts in the last quarter of the year. In addition, an increasing
percentage of the Company's property management and infrastructure management
contracts provide for incentive payments if the Company achieves certain
performance targets. Such incentive payments are generally earned in the fourth
quarter. The timing and introduction of new contracts and other factors may
also cause quarterly fluctuations in the Company's results of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources requirements include
expenditures for real estate held for sale and payments on notes payable
associated with its development and construction activities; the funding of
working capital needs, primarily accounts receivable from its clients and
affiliates; and the funding of capital investments, including the acquisition of
other real estate service companies. Historically, the Company has financed its
operations, investments and acquisitions with internally generated funds, and
additional liquidity has been available to the Company through deferred
compensation arrangements under its Profit Sharing Plan. The Company terminated
future profits participation under the Profit Sharing Plan in connection with
the Offering, and the Company expects that this will have a positive effect on
its cash flow from operations in 1998 and future periods. In addition, the
Company has historically financed its development and construction services
activities with construction loans secured by underlying real estate.
Net cash flow used in operating activities totaled $33.5 million for the
six months ended June 30, 1998, compared to $12.3 million in the comparable
period in 1997. The increased use of cash in operating activities is
primarily due to a significant increase in development activity and related
expenditures for real estate held for sale, payment in 1998 of profit sharing
distributions totaling $11.1 million which were accrued at December 31, 1997,
and working capital used to support the growth in operations.
Net cash flow used in investing activities totaled $59.0 million for the
six months ended June 30, 1998, compared to $0.4 million for the comparable
period in 1997. This change is primarily attributable to the acquisition of
Tooley & Company in March 1998 and Fallon Hines & O'Connor, Inc. in May 1998.
Net cash flow provided by financing activities totaled $54.0 million for
the six months ended June 30, 1998, compared to net cash flow used in financing
activities of $7.2 million for the comparable period in 1997. The increase in
cash provided by financing activities is primarily due to borrowings of $55.0
million under a revolving line of credit as described below.
11
<PAGE>
On December 1, 1997, the Company obtained a $150 million revolving line of
credit arranged by NationsBank of Texas, N.A. as the administrative agent (the
"Credit Facility"). Under the terms of the Credit Facility, the Company can
obtain loans which are Base Rate Loans or Eurodollar Rate Loans. Base Rate
Loans bear interest at a base rate, which is the higher of the prime lending
rate announced from time-to-time by the administrative agent or an average
federal funds rate plus 0.5%. Eurodollar Rate Loans bear interest at an
adjusted Eurodollar rate plus a margin which ranges from 1.25% to 1.75%,
depending upon the Company's leverage ratio at the date the margin is
determined. The Credit Facility contains various covenants such as the
maintenance of minimum equity and liquidity and covenants relating to certain
key financial data. The Credit Facility also includes limitations on payment
of cash dividends or other distributions of assets and certain restrictions on
investments and acquisitions that can be made by the Company. The covenants
contained in the Credit Facility and the amount of the Company's other
borrowings and contingent liabilities may have the effect of limiting the
credit available to the Company under the Credit Facility to an amount less
than the $150 million commitment. Through June 30, 1998, the Company had
borrowed $65.0 million under the Credit Facility including $10.0 million to
fund its co-investment activities and $55.0 million for recent acquisitions,
and repaid $10.0 million of these amounts. At June 30, 1998, the Company had
an unused borrowing capacity (taking into account letters of credit
outstanding) under the Credit Facility of approximately $89.5 million. In
July 1998, the Company borrowed an additional $37.1 million under the Credit
Facility to finance the acquisition of Faison, reducing the amount available
thereunder (taking into account letters of credit outstanding) to
approximately $52.4 million. The shares of certain wholly-owned subsidiaries
having 5% or more of the consolidated assets, revenues or earnings of the
Company, and subsidiaries which are engaged primarily in the business of real
estate development and ownership, whose assets are not subject to any
financing, having more than 5% of the consolidated assets, revenues or
earnings of the Company, are pledged as security for the Credit Facility. The
Company expects to continue to borrow under the Credit Facility to finance
future strategic acquisitions, fund its co-investment activities and provide
the Company with an additional source of working capital.
The Company intends to retain earnings to finance its growth and,
therefore, does not anticipate paying any dividends in the foreseeable future.
The Company believes that funds generated from operations, together with
existing cash and available credit under the Credit Facility will be sufficient
to finance its current operations, planned capital expenditure requirements,
payment obligations for development purchases, acquisitions of service companies
and internal growth for the foreseeable future. The Company's need, if any, to
raise additional funds to meet its working capital and capital requirements will
depend upon numerous factors, including the success and pace of its
implementation of its growth strategy. The Company regularly monitors capital
raising alternatives to be able to take advantage of available avenues to
supplement its working capital, including strategic corporate partnerships or
other alliances, bank borrowings and the sale of equity and/or debt securities.
IMPACT OF YEAR 2000
Many currently installed computer systems are not capable of
distinguishing dates occurring during and after the year 2000 from those
occurring in earlier years. As a result, in less than two years, computer
systems and/or software used by many companies in a very wide variety of
applications will experience operating difficulties unless they are modified
or upgraded to adequately process information involving, related to or
dependent upon the century change. Significant uncertainty exists concerning
the scope and magnitude of problems associated with the century change. The
Company recognizes the need to ensure that its operations will not be
adversely impacted by Year 2000 software failures and has established a
project team to assess Year 2000 risks. The project team coordinates the
identification and implementation of changes to computer hardware and
software applications that will attempt to ensure availability and integrity
of the Company's information systems and the reliability of its operational
systems. The Company is also assessing the potential overall impact of the
impending century change on its business, results of operations and financial
position.
Based on preliminary assessments, commenced in 1997, of the systems and
software used to process its own transactions, the Company believes that such
systems and software are Year 2000 compliant, or can be modified or replaced
on a timely basis to be compliant, without material cost to the Company. The
Company is assessing the systems and software used to process certain of its
customers' transactions. Until the Company completes a thorough assessment of
its systems and software, including systems and software used to process its
customers' transactions (currently scheduled for completion by December 1,
1998), the Company cannot estimate the costs and time period that will be
required for any indicated modifications or replacements of such systems and
software. The Company expects to finish such assessment, design an action
plan (which will include specific remediation steps and timetables, expected
costs, and identification of the resources required for implementation) and
begin implementation of such action plan during 1998.
12
<PAGE>
The Company also recognizes that Year 2000 issues could have an
extensive impact on the physical operation of buildings managed by the
Company, such as operation of elevators and energy management and security
access systems. As part of its plan for addressing Year 2000 issues, the
Company is addressing and assisting its owner and user customers with the
identification and remediation of Year 2000 issues associated with critical
systems at the customers' properties.
The Company also faces risk to the extent that suppliers of products,
services and systems purchased by the Company and others with whom the Company
transacts business do not comply with Year 2000 requirements. If any such third
parties cannot provide the Company with products, services or systems that meet
the Year 2000 requirements on a timely basis, or if Year 2000 issues prevent
such third parties from timely delivering products or services required by the
Company, the Company's results of operations could be materially adversely
affected. The Company has begun discussions with its vendors regarding the need
to be Year 2000 compliant. Although the Company has no reason to believe that
its vendors are not Year 2000 compliant (or will not be compliant on a timely
basis), the Company is unable to determine at this time the effect that non-
compliance by vendors would have on the Company's operations.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Quarterly
Report on Form 10-Q, including without limitation statements containing the
words "believes" "anticipates," "expects" and words of similar import, are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other matters which may cause the actual
results, performance or achievements of the Company or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such risks,
uncertainties and other matters include, but are not limited to, (i) the fact
that a significant portion of the Company's historic revenues have been derived
from significant business activities with certain entities which are affiliated
with a significant stockholder, (ii) the conduct of investment or development
activities by affiliates that are directly competitive with the Company's
activities, (iii) confusion that may be created in the market place between the
Company and such affiliates, (iv) the control over the affairs and policies of
the Company that could be exercised by the Company's directors, officers,
employees and affiliates due to their significant stock ownership, (v) the
Company's ability to continue to pursue an aggressive growth strategy (including
through acquisitions), (vi) the ability of the Company to manage fluctuations in
the Company's net earnings and cash flow which could result from the Company's
increased participation as a principal in real estate investments, (vii) the
Company's ability to compete in highly competitive national and local business
lines and (viii) the Company's ability to attract and retain qualified personnel
in all areas of its business (particularly management). In addition, the
Company's ability to achieve certain anticipated results will be subject to
other factors affecting the Company's business that are beyond the Company's
control, including but not limited to general economic conditions and the effect
of government regulation on the conduct of the Company's business. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such statements or publicly announce any updates or revisions to any of the
forward-looking statements contained herein to reflect any change in the
Company's expectation with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.
13
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to its
business. In the Company's opinion, no litigation to which the Company is
currently a party, if decided adversely to the Company, is likely to have a
material adverse effect on the Company's results of operation or financial
condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held on May 21, 1998, the following
items were presented to stockholders with the following results:
1. To elect the individuals named below to the Board of Directors to serve
until the annual meeting of the Company's stockholders in 2001 or until
their respective successors are elected and qualified or until their
earlier death, resignation or removal from office.
<TABLE>
Number of Shares
---------------------
For Withheld
---------- --------
<S> <C> <C>
George L. Lippe 26,816,159 8,745
Rowland T. Moriarty 26,815,959 8,945
Robert E. Sulentic 26,815,659 9,245
</TABLE>
2. To ratify the selection of Ernst & Young LLP as independent accountants
of the Company for the fiscal year ended December 31, 1998.
<TABLE>
Number of Shares
----------------
<S> <C>
For 26,260,196
Against 425,527
Abstain 139,181
</TABLE>
3. To approve the adoption of the Trammell Crow Company Employee Stock
Purchase Plan.
<TABLE>
Number of Shares
----------------
<S> <C>
For 26,722,877
Against 101,065
Abstain 962
</TABLE>
ITEM 5. OTHER INFORMATION
Because of a recent change to Rule 14a-4(c)(1) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Company's management will have discretionary authority to vote on any matter
of which the Company does not receive notice by March 9, 1999, with respect
to proxies submitted to the 1999 Annual Meeting of the Company's
stockholders. This rule change does not affect the deadline set forth in Rule
14a-8 promulgated under the Exchange Act for including a stockholder proposal
in the Board of Directors' solicitation of proxies. Therefore, in order
to be included in the Board of Directors' solicitation of proxies
relating to the 1999 Annual Meeting of the Company's stockholders, a
stockholder proposal must be received by the Secretary of the Company at
2001 Ross Avenue, Suite 3400, Dallas, Texas 75201, no later than
December 22, 1998.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K filed since March 31, 1998:
None
14
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
TRAMMELL CROW COMPANY
By: /s/ Asuka Nakahara
----------------------------------------------------
Asuka Nakahara
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER AND DULY AUTHORIZED TO
SIGN THIS REPORT ON BEHALF OF THE REGISTRANT)
Date: August 14, 1998
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLDIDATED FINANCIAL STATEMENTS OF TRAMMELL CROW COMPANY FOR THE SIX MONTHS
ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 58,306
<SECURITIES> 0
<RECEIVABLES> 57,978
<ALLOWANCES> (538)
<INVENTORY> 0
<CURRENT-ASSETS> 264,577<F1>
<PP&E> 25,198
<DEPRECIATION> (15,633)
<TOTAL-ASSETS> 390,794
<CURRENT-LIABILITIES> 160,075<F2>
<BONDS> 0
0
0
<COMMON> 339
<OTHER-SE> 154,139
<TOTAL-LIABILITY-AND-EQUITY> 390,794
<SALES> 0
<TOTAL-REVENUES> 205,542
<CGS> 0
<TOTAL-COSTS> 171,594
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,239
<INCOME-PRETAX> 28,709
<INCOME-TAX> 11,529
<INCOME-CONTINUING> 17,180
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,180
<EPS-PRIMARY> .51
<EPS-DILUTED> .48
<FN>
<F1>INCLUDES REAL ESTATE HELD FOR SALE OF $134,091.
<F2>INCLUDES NOTES PAYABLE ON REAL ESTATE HELD FOR SALE OF $75,120.
</FN>
</TABLE>
