<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 NUMBER 1-13531
------------------------
TRAMMELL CROW COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2721454
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
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 November 9, 1999, there were 35,565,057 shares of Common Stock
outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C> <C>
PART I Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of September 30,
1999 (unaudited) and December 31, 1998.................... 1
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 1999 and 1998
(unaudited)............................................... 2
Condensed Consolidated Statements of Stockholders' Equity
for the
nine months ended September 30, 1999 (unaudited)
and the year ended December 31, 1998...................... 3
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 1999 and 1998 (unaudited)...... 4
Notes to Condensed Consolidated Financial Statements
(unaudited)............................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 13
Item 3. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 21
PART II. Other Information
Item 1. Legal Proceedings........................................... 22
Item 2. Changes in Securities and Use of Proceeds................... 22
Item 6. Exhibits and Reports on Form 8-K............................ 22
</TABLE>
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 56,828 $ 87,946
Accounts receivable, net of allowance for doubtful
accounts of $2,733 in 1999
and $1,977 in 1998...................................... 104,673 83,870
Receivables from affiliates............................... 6,290 2,875
Notes and other receivables............................... 7,558 6,123
Income taxes recoverable.................................. -- 776
Deferred income taxes..................................... 1,103 874
Real estate held for sale................................. 155,025 91,501
Other current assets...................................... 18,062 18,780
-------- --------
Total current assets.................................... 349,539 292,745
Furniture and equipment, net................................ 22,875 16,861
Deferred income taxes....................................... 8,175 12,440
Investments in unconsolidated subsidiaries.................. 29,384 16,773
Goodwill, net............................................... 117,868 106,936
Other assets................................................ 25,008 22,760
-------- --------
$552,849 $468,515
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 43,668 $ 30,536
Accrued expenses.......................................... 75,794 86,184
Payables to affiliates.................................... 614 1,126
Income taxes payable...................................... 5,516 --
Current portion of long-term debt......................... 1,761 2,724
Notes payable on real estate held for sale................ 92,399 56,344
Other current liabilities................................. 1,584 1,348
-------- --------
Total current liabilities............................... 221,336 178,262
Long-term debt, less current portion........................ 62,816 83,271
Other liabilities........................................... 1,031 1,003
-------- --------
Total liabilities....................................... 285,183 262,536
Minority interest........................................... 29,610 13,967
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; 35,581,120 shares issued and 35,565,057
shares outstanding in 1999, and 34,477,825 shares issued
and 34,476,238 shares outstanding in 1998............... 356 345
Paid-in capital........................................... 174,807 160,733
Retained earnings......................................... 65,783 33,717
Less: Treasury stock...................................... (253) --
Stockholder loans.................................... (98) (904)
Unearned stock compensation, net..................... (2,539) (1,879)
-------- --------
Total stockholders' equity.................................. 238,056 192,012
-------- --------
$552,849 $468,515
======== ========
</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 NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES
Property management services................ $ 36,791 $ 35,471 $ 105,169 $ 85,030
Brokerage services.......................... 52,465 42,206 138,790 100,814
Development and construction services....... 22,282 18,545 65,211 42,132
Outsourcing services........................ 40,177 27,577 100,543 74,008
Retail services............................. 6,777 6,491 19,801 11,487
---------- ---------- ---------- ----------
158,492 130,290 429,514 313,471
Income from investments in unconsolidated
subsidiaries.............................. 19,817 693 22,153 7,151
Gain on disposition of real estate.......... 16,840 12,436 26,938 23,455
Other income................................ 533 1,042 1,602 2,879
---------- ---------- ---------- ----------
195,682 144,461 480,207 346,956
COSTS AND EXPENSES
Salaries, wages and benefits................ 94,318 72,764 256,923 180,509
Commissions................................. 23,309 18,524 61,033 43,808
General and administrative.................. 26,114 22,096 71,483 51,371
Depreciation................................ 2,159 1,292 6,001 3,385
Amortization................................ 2,545 2,240 6,470 3,510
Interest.................................... 3,122 2,543 7,040 7,782
Minority interest........................... 16,406 822 17,813 3,702
---------- ---------- ---------- ----------
167,973 120,281 426,763 294,067
---------- ---------- ---------- ----------
Income before income taxes.................... 27,709 24,180 53,444 52,889
Income tax expense............................ 11,010 9,896 21,378 21,425
---------- ---------- ---------- ----------
Net income.................................... $ 16,699 $ 14,284 $ 32,066 $ 31,464
========== ========== ========== ==========
Earnings per share:
Basic....................................... $ .47 $ .42 $ .92 $ .93
========== ========== ========== ==========
Diluted..................................... $ .46 $ .39 $ .88 $ .87
========== ========== ========== ==========
Weighted average common shares outstanding:
Basic....................................... 35,333,615 34,138,530 34,933,006 33,984,517
Diluted..................................... 36,651,381 36,344,113 36,416,398 36,208,762
</TABLE>
See accompanying notes.
2
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON SHARES COMMON RETAINED
--------------------- STOCK PAR EARNINGS TREASURY STOCKHOLDER
ISSUED TREASURY VALUE PAID-IN CAPITAL (DEFICIT) STOCK(1) LOANS
---------- -------- --------- --------------- --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1998....... 33,892,038 -- $339 $150,647 $(12,734) $ -- $(1,180)
Net income..................... -- -- -- -- 46,451 -- --
Issuance of restricted stock... 76,950 -- 1 2,368 -- -- --
Forfeiture of restricted
stock........................ -- 1,587 -- (46) -- -- --
Amortization of restricted
stock........................ -- -- -- -- -- -- --
Sale of common stock........... 201,906 -- 2 6,005 -- -- --
Exercise of stock options...... 306,931 -- 3 1,759 -- -- --
Repayment of stockholder loans -- -- -- -- -- -- 276
---------- ------ ---- -------- -------- ----- -------
Balance at December 31, 1998..... 34,477,825 1,587 345 160,733 33,717 -- (904)
Net income..................... -- -- -- -- 32,066 -- --
Issuance of restricted stock... 127,847 (3,174) 1 2,218 -- -- --
Forfeiture of restricted
stock........................ -- 17,650 -- (73) -- (253) --
Amortization of restricted
stock........................ -- -- -- -- -- -- --
Sale of common stock........... 247,968 -- 3 4,697 -- -- --
Issuance of common stock....... 321,121 -- 3 5,759 -- -- --
Exercise of stock options...... 406,359 -- 4 1,473 -- -- --
Repayment of stockholder
loans........................ -- -- -- -- -- -- 806
---------- ------ ---- -------- -------- ----- -------
Balance at September 30, 1999
(unaudited).................... 35,581,120 16,063 $356 $174,807 $ 65,783 $(253) $ (98)
========== ====== ==== ======== ======== ===== =======
<CAPTION>
UNEARNED
STOCK
COMPENSATION TOTAL
------------- --------
<S> <C> <C>
Balance at January 1, 1998....... $ -- $137,072
Net income..................... -- 46,451
Issuance of restricted stock... (2,369) --
Forfeiture of restricted
stock........................ 46 --
Amortization of restricted
stock........................ 444 444
Sale of common stock........... -- 6,007
Exercise of stock options...... -- 1,762
Repayment of stockholder loans -- 276
------- --------
Balance at December 31, 1998..... (1,879) 192,012
Net income..................... -- 32,066
Issuance of restricted stock... (2,219) --
Forfeiture of restricted
stock........................ 224 (102)
Amortization of restricted
stock........................ 1,335 1,335
Sale of common stock........... -- 4,700
Issuance of common stock....... -- 5,762
Exercise of stock options...... -- 1,477
Repayment of stockholder
loans........................ -- 806
------- --------
Balance at September 30, 1999
(unaudited).................... $(2,539) $238,056
======= ========
</TABLE>
- ------------------------------
(1) Treasury stock at December 31, 1998 rounds to less than $1.
See accompanying notes.
3
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE
NINE MONTHS
ENDED SEPTEMBER 30
-------------------
1999 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 32,066 $ 31,464
Adjustments to reconcile net income to net cash used in
operating activities
Depreciation.............................................. 6,001 3,385
Amortization.............................................. 6,470 3,510
Amortization of employment contracts and unearned
compensation............................................ 2,536 693
Expense for stock issued to vendors....................... 172 --
Minority interest......................................... 17,813 3,702
Deferred income tax provision............................. 4,036 4,000
Income from investments in unconsolidated subsidiaries.... (22,153) (7,151)
Changes in operating assets and liabilities
Accounts receivable..................................... (16,813) (26,557)
Receivables from affiliates............................. (3,415) (468)
Notes receivable and other assets....................... (4,895) (14,255)
Real estate held for sale............................... (80,794) (27,625)
Notes payable on real estate held for sale.............. 50,487 674
Accounts payable and accrued expenses................... (1,494) 15,758
Payables to affiliates.................................. (512) 897
Income taxes payable.................................... 6,292 8,494
Deferred compensation................................... -- (8,334)
Other liabilities....................................... 264 (1,373)
-------- --------
Net cash used in operating activities....................... (3,939) (13,186)
-------- --------
INVESTING ACTIVITIES
Expenditures for furniture and equipment.................... (11,586) (7,579)
Acquisitions of real estate service companies............... (12,382) (92,226)
Investments in unconsolidated subsidiaries.................. (11,155) (3,907)
Distributions from unconsolidated subsidiaries.............. 20,697 9,278
-------- --------
Net cash used in investing activities....................... (14,426) (94,434)
-------- --------
FINANCING ACTIVITIES
Principal payments on debt.................................. (36,789) (12,251)
Proceeds from debt.......................................... 15,371 102,721
Contributions from minority interest........................ 14,447 201
Distributions to minority interest.......................... (12,765) (9,985)
Proceeds from exercise of stock options..................... 1,477 553
Proceeds from sale of common stock.......................... 4,700 5,953
Collections of stockholder loans............................ 806 152
-------- --------
Net cash (used in) provided by financing activities......... (12,753) 87,344
-------- --------
Net decrease in cash and cash equivalents................... (31,118) (20,276)
Cash and cash equivalents, beginning of period.............. 87,946 96,747
-------- --------
Cash and cash equivalents, end of period.................... $ 56,828 $ 76,471
======== ========
</TABLE>
See accompanying notes.
4
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(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 ("GAAP") 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, 1998. 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 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. In
addition, an increasing percentage of the Company's outsourcing 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, the disposition of investments in real
estate assets 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 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 provision for income taxes and amounts computed by
applying the statutory federal income tax rates to income are primarily a result
of amortization of goodwill, non-deductible meals and entertainment expenditures
and state income taxes.
EARNINGS PER SHARE
The weighted average shares outstanding used to calculate diluted earnings
per share for the three and nine months ended September 30, 1999 include the
dilutive effect of options to purchase 1,317,766 and 1,483,392 shares of common
stock, respectively. The weighted average shares outstanding used to calculate
diluted earnings per share for the three and nine months ended September 30,
1998 include the dilutive effect of options to purchase 2,205,583 and 2,224,245
shares of common stock, respectively.
5
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
("FAS 133"), as amended, which is required to be adopted in years beginning
after June 15, 2000. The Company has not yet determined what the effect of
FAS 133 will be on the earnings and financial position of the Company.
RECLASSIFICATIONS
Certain revenues and expenses for the three and nine months ended
September 30, 1998 have been reclassified to conform to the presentation for the
three and nine months ended September 30, 1999. As a result, certain revenue and
expense items differ from the amounts reported in previously filed documents.
These reclassifications do not impact net income or EBITDA. EBITDA represents
earnings before interest, income taxes and depreciation and amortization.
Management believes that EBITDA can be a meaningful measure of the Company's
operating performance, cash generation and ability to service debt. However,
EBITDA should not be considered as an alternative 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 is comparable to similarly titled items reported
by other companies.
2. REAL ESTATE HELD FOR SALE
During the nine months ended September 30, 1999, the Company sold eighteen
real estate projects for an aggregate sales price of $106,050, resulting in a
gain on disposition of $26,938. During the nine months ended September 30, 1998,
the Company sold twenty-nine real estate projects for an aggregate sales price
of $136,598, resulting in a gain on disposition of $23,455.
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Operating results for unconsolidated subsidiaries are as follows:
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
-------------------
1999 1998
-------- --------
<S> <C> <C>
Total revenues.............................................. $102,793 $46,661
Total expenses.............................................. (55,030) (28,532)
-------- -------
Net income................................................ $ 47,763 $18,129
======== =======
</TABLE>
6
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
4. ACCRUED EXPENSES
Accrued expenses consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
Payroll and bonuses......................................... $35,653 $35,643
Commissions................................................. 25,312 27,549
Profit sharing.............................................. 319 6,179
Deferred income............................................. 3,989 2,250
Insurance accrual........................................... 866 2,501
Additional consideration for acquisitions................... -- 2,500
Other....................................................... 9,655 9,562
------- -------
$75,794 $86,184
======= =======
</TABLE>
5. STOCKHOLDERS' EQUITY
A summary of the Company's stock option activity for the nine months ended
September 30, 1999 is as follows:
<TABLE>
<CAPTION>
EXERCISE PRICE OF EXERCISE PRICE OF EXERCISE PRICE OF
$3.85 (BELOW $15.81 TO $22.75 $22.76 TO $36.00
MARKET PRICE (AT MARKET PRICE (AT MARKET PRICE
AT GRANT DATE) AT GRANT DATE) AT GRANT DATE) TOTAL
----------------- ----------------- ----------------- ---------
<S> <C> <C> <C> <C>
OPTIONS OUTSTANDING:
December 31, 1998............... 2,123,474 2,228,951 244,759 4,597,184
Granted......................... -- 2,229,559 8,714 2,238,273
Exercised....................... (383,903) (22,456) -- (406,359)
Forfeited....................... -- (278,287) (1,090) (279,377)
--------- --------- --------- ---------
September 30, 1999.............. 1,739,571 4,157,767 252,383 6,149,721
========= ========= ========= =========
OPTIONS EXERCISABLE AT SEPTEMBER
30, 1999........................ 1,739,571 742,199 98,936 2,580,706
========= ========= ========= =========
</TABLE>
7
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
6. FINANCIAL INSTRUMENTS
In September 1998, as required under the Company's $150,000 line of credit,
the Company entered into an interest rate swap to manage market risks related to
changes in interest rates. The Company's participation in derivative
transactions has been designed for hedging purposes, and derivative instruments
are not held or issued for trading purposes. Through June 24, 1999, the Company
had an interest rate swap outstanding with a notional amount of $135,000. This
swap agreement established a fixed interest pay rate of 5.29% on a portion of
the Company's variable rate debt. On June 24, 1999, the interest rate swap
agreement was renewed for a nine-month period ending March 24, 2000, with a
notional amount of $125,000. This swap agreement established a fixed interest
pay rate of 5.52% on a portion of the Company's variable rate debt. Under both
of the swap agreements, if the actual LIBOR-based rate is less than the
specified fixed interest rate, the Company is obligated to pay the differential
interest amount, such amount being recorded as incremental interest expense.
Conversely, if the LIBOR-based rate is greater than the specified fixed interest
rate, the differential interest amount is refunded to the Company and recorded
as a reduction of interest expense.
The weighted average receive rate for the swap agreements for the three and
nine months ended September 30, 1999 were 5.20% and 5.08%, respectively. In
connection with these agreements, the Company incurred incremental interest
expense of $106 and $265 for the three and nine months ended September 30, 1999,
respectively.
7. CONTINGENCIES
At September 30, 1999, the Company has guaranteed $10,900 of real estate
notes payable of others. These notes are collateralized by the underlying real
estate. The Company has outstanding letters of credit totaling $18,111 at
September 30, 1999, which expire at varying dates through August 2000.
In addition, at September 30, 1999, 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, results of operations or cash flows.
8
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
8. SEGMENT INFORMATION
DESCRIPTION OF SERVICES BY SEGMENT
Trammell Crow Company has three reportable segments: Outsourcing, Retail,
and Local Business Units. All of the segments provide real estate services.
The Outsourcing segment provides strategic services, facility management,
facility planning and project management, transaction services, office services,
and call center services primarily to corporate customers, and has developed
expertise in the financial services, healthcare, higher education, automotive,
oil and gas and technology/communications industries.
The Retail segment provides brokerage (tenant representation and lease
disposition services) and development services (predevelopment activities,
project finance advisory services, and construction oversight) to retail
customers who demand specialized property and market knowledge. The Retail
segment also provides property management and brokerage services for large
regional malls.
The Local Business Unit segment provides property management, brokerage and
development and construction services primarily to institutional customers who
own real estate for investment purposes. Additionally, the Local Business Unit
segment provides certain of these services to customers of the Retail and
Outsourcing segments when the customers need services not available through the
Retail and Outsourcing segments. These services are largely provided locally
through the Company's 30 business units located throughout the United States.
MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
The Company evaluates performance and allocates resources among its three
reportable segments based on income before income taxes and EBITDA. The
accounting policies of the reportable segments are the same as those described
in the summary of significant accounting policies.
FACTORS MANAGEMENT USED TO IDENTIFY THE COMPANY'S REPORTABLE SEGMENTS
The Company's reportable segments are business units that offer real estate
services to different types of customers. The Outsourcing segment, Retail
segment and Local Business Units are each managed separately because the
expertise required and the needs of the customers vary based on the nature of
the customer. The local business units have been aggregated and reported as one
segment due to the similarity of services provided and type of customers.
Virtually all of the Company's revenues are from customers located in the
United States. No individual customer accounts for more than 10% of the
Company's revenues.
9
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
8. SEGMENT INFORMATION (CONTINUED)
Summarized financial information for reportable segments is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
OUTSOURCING SERVICES(1):
Service revenues.................................... $ 40,177 $ 27,577 $100,543 $ 74,008
Income from investment in unconsolidated
subsidiaries...................................... -- -- -- --
Gain on disposition of real estate.................. -- -- -- --
Other income........................................ 35 48 127 131
-------- -------- -------- --------
Total revenues.................................... 40,212 27,625 100,670 74,139
Operating costs and expenses(3)..................... 37,309 25,293 92,438 66,204
-------- -------- -------- --------
Income before income tax expense.................... 2,903 2,332 8,232 7,935
Depreciation and amortization....................... 1,314 502 2,565 967
Interest expense.................................... 186 315 526 617
-------- -------- -------- --------
EBITDA.............................................. $ 4,403 $ 3,149 $ 11,323 $ 9,519
======== ======== ======== ========
RETAIL:
Service revenues.................................... $ 6,777 $ 6,491 $ 19,801 $ 11,487
Income from investment in unconsolidated
subsidiaries...................................... -- -- -- --
Gain on disposition of real estate.................. 686 1,330 674 1,639
Other income........................................ 16 5 38 53
-------- -------- -------- --------
Total revenues.................................... 7,479 7,826 20,513 13,179
Operating costs and expenses(3)..................... 7,608 5,534 22,928 10,390
-------- -------- -------- --------
Income (loss) before income tax expense............. (129) 2,292 (2,415) 2,789
Depreciation and amortization....................... 402 303 1,184 810
Interest expense.................................... 199 107 484 230
-------- -------- -------- --------
EBITDA.............................................. $ 472 $ 2,702 $ (747) $ 3,829
======== ======== ======== ========
LOCAL BUSINESS UNITS(2):
Service revenues.................................... $111,538 $ 96,222 $309,170 $227,976
Income from investments in unconsolidated
subsidiaries...................................... 19,817 693 22,153 7,151
Gain on disposition of real estate.................. 16,154 11,106 26,264 21,816
Other income........................................ 482 989 1,437 2,695
-------- -------- -------- --------
Total revenues.................................... 147,991 109,010 359,024 259,638
Operating costs and expenses(3)..................... 123,056 89,454 311,397 217,473
-------- -------- -------- --------
Income before income tax expense.................... 24,935 19,556 47,627 42,165
Depreciation and amortization....................... 2,988 2,727 8,722 5,118
Interest expense.................................... 2,737 2,121 6,030 6,935
-------- -------- -------- --------
EBITDA.............................................. $ 30,660 $ 24,404 $ 62,379 $ 54,218
======== ======== ======== ========
</TABLE>
10
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
8. SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
TOTAL:
Service revenues.................................... $158,492 $130,290 $429,514 $313,471
Income from investments in unconsolidated
subsidiaries...................................... 19,817 693 22,153 7,151
Gain on disposition of real estate.................. 16,840 12,436 26,938 23,455
Other income........................................ 533 1,042 1,602 2,879
-------- -------- -------- --------
Total revenues...................................... 195,682 144,461 480,207 346,956
Operating costs and expenses(3)..................... 167,973 120,281 426,763 294,067
-------- -------- -------- --------
Income before income tax expense.................... 27,709 24,180 53,444 52,889
Depreciation and amortization....................... 4,704 3,532 12,471 6,895
Interest expense.................................... 3,122 2,543 7,040 7,782
-------- -------- -------- --------
EBITDA.............................................. $ 35,535 $ 30,255 $ 72,955 $ 67,566
======== ======== ======== ========
</TABLE>
At September 30, 1999, segment assets related to outsourcing, retail and
local business units were $69,596, $57,000 and $426,253, respectively.
- ------------------------
(1) The Outsourcing segment was previously referred to as "infrastructure
management."
(2) The Local Business Units segment was previously referred to as "Geographic
Business Units" or "GBU." Total Local Business Unit revenues include
revenues generated from the following lines of business:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Property management................. $ 36,833 $ 35,852 $105,394 $ 86,457
Brokerage........................... 52,531 42,427 139,034 101,248
Development and investment
activities........................ 58,627 30,731 114,596 71,933
-------- -------- -------- --------
$147,991 $109,010 $359,024 $259,638
======== ======== ======== ========
</TABLE>
(3) Operating costs and expenses for the three and nine months ended
September 30, 1999 include non-cash compensation expense of $19 related to
the Outsourcing Services segment, $212 and $546, respectively, related to
the Retail segment and $834 and $1,871, respectively, related to the Local
Business Unit segment.
11
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. ACQUISITION OF REAL ESTATE SERVICE COMPANY
In July 1999, the Company acquired the business of Phoenix Corporate
Services LLC, a Cambridge, Massachusetts-based commercial real estate
outsourcing services firm, and Leeds Construction Company, Inc., an affiliated
company ("Phoenix"). The Company acquired substantially all of the assets of
Phoenix for a base purchase price of approximately $10,260 ($8,760 of which was
paid in cash at closing and the remainder of which was satisfied by issuing a
$1,500 letter of credit into escrow at closing) and 268,306 shares of common
stock. In addition, the Company agreed to pay up to an additional $2,400 in cash
if the acquired business meets certain performance thresholds. At closing, $544
of this amount was earned and paid. The Company also issued 5,619 restricted
shares of common stock under the Company's Long-Term Incentive Plan to an
employee of Phoenix who became employed by the Company in connection with the
acquisition, and paid an aggregate of $600 to the two principals and an employee
of Phoenix 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 $11,849. The operations of Phoenix
are included in the Company's operations from the date of acquisition. The
Company borrowed approximately $10,000 under its credit facility to fund the
acquisition.
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<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
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 North America. As a means of addressing the
comprehensive real estate service requirements of its diverse group of clients,
the Company has three reportable segments, which parallel the organization's
management. Two of these segments are the nationally organized businesses of
outsourcing and retail services, with the third being the local business units.
The local business units segment includes the Company's 30 business units
located throughout the United States that conduct the Company's property
management, brokerage and development and investment businesses. 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 Company's development and investment
activities include development and construction services and the acquisition and
disposition of commercial real estate projects. The development and construction
services include 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
outsourcing 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 Company's retail services business provides tenant
representation, disposition, development and financial services to national and
global retail customers, as well as property management and leasing services to
regional malls.
RESULTS OF OPERATIONS--THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED
TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
REVENUES. The Company's total revenues increased $51.2 million, or 35.4%,
to $195.7 million for the three months ended September 30, 1999 and increased
$133.2 million, or 38.4% to $480.2 million for the nine months ended
September 30, 1999 from the comparable periods in the prior year.
Property management services revenue, which represented 18.8% and 21.9% of
the Company's total revenue for the three and nine months ended September 30,
1999, respectively, increased $1.3 million, or 3.7%, to $36.8 million for the
three months ended September 30, 1999 and increased $20.2 million, or 23.8%, to
$105.2 million for the nine months ended September 30, 1999 from the comparable
periods in the prior year. These increases were primarily due to an overall
increase in the number of square feet under management, which was primarily
attributable to a focus on larger institutional customers and the acquisitions
of Tooley & Company, Inc. ("Tooley") in March of 1998 and Faison & Associates
(the "Faison Acquisition") in July 1998.
Brokerage services revenue, which represented 26.8% and 28.9% of the
Company's total revenue for the three and nine months ended September 30, 1999,
respectively, increased $10.3 million, or 24.4%, to $52.5 million for the three
months ended September 30, 1999 and increased $38.0 million, or 37.7%, to
$138.8 million for the nine months ended September 30, 1999 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 20.2% and 24.9% in
the average number of brokers employed during the three and nine
13
<PAGE>
months ended September 30, 1999, respectively, from the comparable prior year
periods, coupled with an increased focus on larger transactions.
Revenues from development and investment activities (consisting of
development and construction service fees, income from unconsolidated
subsidiaries and gain on disposition of non-retail real estate projects) totaled
$58.3 million and $113.6 million for the three and nine months ended
September 30, 1999, respectively, and represented 29.8% and 23.7% of the
Company's total revenue for the three and nine months ended September 30, 1999,
respectively. These revenues increased $28.0 million, or 92.4%, to
$58.3 million for the three months ended September 30, 1999 and increased
$42.5 million, or 59.8%, to $113.6 million for the nine months ended
September 30, 1999 from the comparable periods in the prior year. The revenue
growth for the three months ended September 30, 1999 was primarily attributable
to an increase of approximately $19.1 million in income from unconsolidated
subsidiaries and an increase of approximately $5.1 million in gain on sale of
real estate. Of the increase in income from unconsolidated subsidiaries,
$17.8 million resulted from the consolidation of an entity which accounts for
its investment in an underlying entity using the equity method (i.e., as an
unconsolidated subsidiary). The real estate owned by the unconsolidated
subsidiary was sold, which resulted in the gain on sale being reflected in the
consolidated financial statements as income from unconsolidated subsidiaries.
The minority interest related to the consolidated entity was $15.4 million,
resulting in a $2.4 million net impact on the Company's net income. The revenue
growth for the nine months ended September 30, 1999 was primarily attributable
to an increase in development and construction management-related fees of
$16.4 million, an increase in income from investments in unconsolidated
subsidiaries of $15.0 million primarily due to the $19.1 million third quarter
increase described above, and an increase of $4.5 million on gain on sale of
real estate.
A portion of the Company's development and investment activities involves
the provision of development services to companies that invest in commercial
real estate projects. During the last half of 1998, the Company observed some
evidence that providers of capital were beginning to take a more cautious
approach regarding investments in development projects and, in 1999, continues
to note such caution on the part of capital providers. The Company expects that
this trend, together with increases in interest rates during 1999, will cause
the Company's development and investment revenues and profits to decline in
2000.
Outsourcing services revenues, which represented 20.5% and 20.9% of the
Company's total revenue for the three and nine months ended September 30, 1999,
respectively, increased $12.6 million, or 45.7%, to $40.2 million for the three
months ended September 30, 1999 and increased $26.5 million, or 35.8%, to
$100.5 million for the nine months ended September 30, 1999 from the comparable
periods in the prior year. The revenue growth resulted primarily from the
acquisition of Phoenix in the third quarter of 1999, the expansion of services
provided to several major customers from the comparable period in the prior
year, the addition of an outsourcing contract with the University of
Pennsylvania in April 1998, the addition of two significant customers in the
second half of 1998, and the addition of several new customers in 1999.
Contributing significantly to profitability of the outsourcing services segment
for the nine months ended September 30, 1999 was a budgeted $2.4 million payment
received in the second quarter of 1999 on account of an annual minimum fee
guarantee from a customer.
Retail revenues (including services revenues and gain on disposition of
retail build-to-suit real estate projects) totaled $7.5 million and
$20.5 million for the three months and nine months ended September 30, 1999,
respectively, and represented 3.8% and 4.3% of the Company's total revenue for
the three and nine months ended September 30, 1999. These revenues decreased
$0.3 million, or 3.8%, to $7.5 million for the three months ended September 30,
1999 and increased $7.4 million, or 56.5% to $20.5 million for the nine months
ended September 30, 1999, compared to the same periods in the prior year. The
decrease in revenues for the three months ended September 30, 1999 is primarily
attributable to a decrease of $0.6 million in gain on disposition of real estate
offset by an increase of $0.3 million in service revenues. During 1999, closings
of retail build-to-suit transactions have generally continued to shift into the
latter
14
<PAGE>
part of the year. The revenue growth for the nine months ended September 30,
1999 was primarily a result of the addition of approximately 10.0 million square
feet of regional malls under management due to the Faison Acquisition in July of
1998.
OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased by $47.7 million, or 39.7%, to $168.0 million for the three months
ended September 30, 1999 and $132.7 million, or 45.1%, to $426.8 million for the
nine months ended September 30, 1999 from the comparable periods in the prior
year. The increase in operating costs and expenses was primarily due to 29.5%
and 42.3% increases in salaries, wages, and benefits for the three and nine
months ended September 30, 1999, respectively, resulting primarily from
increases in staffing from the comparable periods in the prior year and, to a
lesser extent, from upward pressure on labor costs. Since June 30, 1998, the
Company has added approximately 2,000 employees due to the Faison Acquisition in
July 1998, acquisition of Phoenix in the third quarter of 1999 and support of
internal growth in the Company's business.
Commissions increased 25.9% and 39.3%, respectively, for the three and nine
months ended September 30, 1999, primarily as a result of the increased
brokerage activities giving rise to the significant growth in the Company's
brokerage services revenues.
General and administrative expenses increased $4.0 million, or 18.1%, and
$20.1 million, or 39.1%, for the three and nine months ended September 30, 1999,
respectively, as compared with the same periods in the prior year. The increase
for the nine months ended September 30, 1999 is primarily due to a company-wide
increase in administrative costs resulting from the overall increase in number
of employees and, to a lesser extent, upward pressure on management information
systems costs. Additionally, general and administrative expenses increased in
part due to expenses incurred in connection with the integration into the
Company's business of the operations acquired in the Faison Acquisition and with
several initiatives begun in the third and fourth quarters of 1998 which are
intended to increase revenues and income in future periods. These initiatives
include upgrading the Company's management information systems and making
targeted investments to add capacity in the Company's development and
investment, outsourcing, retail and brokerage businesses. The increase for the
three months ended September 30, 1999 is primarily attributable to the overall
increase in employees and increase in general and administrative expenses
related to upgrading the Company's management information systems.
Minority interest increased $15.6 million or 1950.0%, and increased
$14.1 million or 381.1% for the three and nine months ended September 30, 1999,
respectively, as compared with the same periods in the prior year. The increase
for the three and nine months ended September 30, 1999 is primarily due to
minority interest of approximately $15.4 million related to the transaction
described above in the discussion of revenues from development and investment
activities.
Other expenses (consisting of depreciation, amortization and interest)
increased $1.7 million, or 27.9%, and increased $4.8 million, or 32.7%, for the
three and nine months ended September 30, 1999, respectively, as compared with
the same periods in the prior year. The increase in other expenses for the three
and nine months ended September 30, 1999 is primarily a result of amortization
of goodwill related to acquisitions and increased depreciation as a result of
increased fixed asset expenditures.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
increased $3.5 million, or 14.4%, to $27.7 million for the three months ended
September 30, 1999, and increased $0.5 million, or .1%, to $53.4 million for the
nine months ended September 30, 1999 from the comparable prior year periods, due
to the fluctuations in revenues and expenses described above.
NET INCOME. Net income increased $2.4 million, to $16.7 million for the
three months ended September 30, 1999 as compared to the same period in the
prior year, and increased $0.6 million, to $32.1 million for the nine months
ended September 30, 1999 from the same period in the prior year.
15
<PAGE>
QUARTERLY FLUCTUATIONS/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 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. In
addition, an increasing percentage of the Company's outsourcing contracts
provide for incentive payments if the Company achieves certain performance
targets. Such incentive payments are generally earned in the fourth quarter. The
Company expects, however, that in the last part of the fourth quarter of 1999,
purchasers and lenders may be reluctant to close transactions due to Year 2000
concerns or due to the increase in interest rates during 1999. If this in fact
occurs, the Company's brokerage and development results could be adversely
affected.
The timing and introduction of new contracts, the disposition of investments
in real estate assets 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 the
funding of working capital needs, primarily accounts receivable from its
clients; the funding of capital investments, including the acquisition of other
real estate service companies; expenditures for real estate held for sale and
payments on notes payable associated with its development and investment
activities; and expenditures related to upgrading the Company's management
information systems. The Company finances its operations with internally
generated funds and borrowings under its revolving line of credit (described
below). The portion of the Company's development and investment business that
includes the acquisition and development of real estate is financed with loans
secured by underlying real estate, external equity, internal sources of funds,
or a combination thereof.
Net cash used in operating activities totaled $3.9 million for the nine
months ended September 30, 1999, compared to $13.2 million in the comparable
period in 1998. This difference is primarily due to a reduction in the amount of
profit sharing distributions paid, from $13.1 million in 1998 to $5.8 million in
1999.
Net cash used in investing activities totaled $14.4 million for the nine
months ended September 30, 1999, compared to $94.4 million for the same period
in 1998. This difference is primarily attributable to the amount of cash used to
effect the acquisitions of Tooley in March 1998, Fallon Hines & O'Connor, Inc.
in May 1998 and the Faison Acquisition in July 1998, compared to the amount used
to effect the acquisition of Phoenix in July 1999. The difference is offset by
an increase of $4.1 million in distributions from unconsolidated subsidiaries,
net of additional investments. In addition, expenditures for furniture and
equipment were $4.0 million higher in 1999 due to MIS equipment and furniture
purchased to support the growth in business.
Net cash used by financing activities totaled $12.8 million for the nine
months ended September 30, 1999, compared to net cash provided by financing
activities of $87.3 million for the same period in 1998. The change is primarily
attributable to repayment in 1999 of $35.0 million on the Company's revolving
line of credit using available cash, offset by borrowings on the revolving line
of credit of $15.0 million, compared to repayment of $10.0 million in 1998,
offset by borrowings of $102.1 million. In addition, the Company made
distributions to minority interest holders, net of contributions, of
$9.8 million in 1998 as compared to contributions, net of distributions, of
$1.7 million in the same period in 1999.
On December 1, 1997, the Company obtained a $150 million revolving line of
credit (the "Secured Credit Facility") arranged by Bank of America, N.A.
formerly known as NationsBank, N.A. as the administrative agent (the
"Administrative Agent"). Under the terms of the Secured 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
16
<PAGE>
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 Secured Credit Facility contains various covenants
such as the maintenance of minimum equity and liquidity and covenants relating
to certain key financial data. The Secured 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 Secured 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 Secured Credit
Facility to an amount less than the $150 million commitment. Through
September 30, 1999, the Company had borrowed approximately $117.1 million under
the Secured Credit Facility, including $10.0 million to fund its co-investment
activities and $107.1 million for acquisitions of real estate service companies
in 1998 and 1999, and repaid $55.0 million of these amounts. At September 30,
1999, the Company had an unused borrowing capacity under the Secured Credit
Facility (taking into account letters of credit outstanding and limitations
imposed by certain covenants contained in the Secured Credit Facility) of
approximately $67.4 million. In September 1999, the Company gave notice to the
Administrative Agent of its intention to exercise the first of the two one-year
extension options provided for under the Secured Credit Facility, which would
extend the maturity to December 1, 2000. The Company is now negotiating with the
lenders modifications to the Secured Credit Facility's covenant package that
would become effective upon the extension. The Secured Credit Facility requires
the Company to enter into one or more interest rate agreements for the Company's
floating rate indebtedness in excess of $50 million ensuring the net interest is
fixed, capped or hedged. In September 1998, the Company entered into an interest
rate swap agreement with a notional amount of $135.0 million. The swap agreement
established a fixed interest pay rate of 5.29% and expired on June 24, 1999. A
new swap agreement, with a notional amount of $125.0 million and a fixed
interest pay rate of 5.52%, was entered into on June 24, 1999 and will expire on
March 24, 2000. The weighted average receive rate for the swap agreements was
5.08% for the nine months ended September 30, 1999. The Company's participation
in derivative transactions has been designed for hedging purposes, and
derivative instruments are not held for trading purposes. The shares of
(i) certain wholly-owned subsidiaries engaged in providing real estate services
and accounting for 5% or more of the consolidated assets, revenues or earnings
of the Company, and (ii) subsidiaries which are engaged primarily in the
business of real estate development and ownership, whose assets are not subject
to any financing, accounting for more than 5% of the consolidated assets,
revenues or earnings of the Company, are pledged as security for the Secured
Credit Facility. The Company expects to continue to borrow under the Secured
Credit Facility to finance future strategic acquisitions, fund its co-investment
activities and provide the Company with an additional source of working capital.
In August 1997, Trammell Crow BTS, Inc., a wholly-owned subsidiary of the
Company ("TC BTS"), obtained a $20.0 million credit facility (the "Retail BTS
Facility") from KeyBank National Association ("KeyBank"). Under the terms of the
Retail BTS Facility, until September 30, 1999, subsidiaries of TC BTS could
obtain loans at one of a LIBOR-based interest rate, KeyBank's prime rate or a
combination of the two interest rates. The Company is currently negotiating a
renewal of the period during which TC BTS can obtain loans under the Retail BTS
Facility. The proceeds of any such loans must be used for the construction of
retail facilities. At September 30, 1999, the outstanding balance owed under the
Retail BTS Facility was $10.9 million. The Retail BTS Facility is secured by a
first mortgage on and assignment of all rents from the constructed facilities.
In addition, TC BTS must guarantee all obligations of its subsidiaries for loans
made pursuant to the Retail BTS Facility and (i) if the closing of any loan
occurred prior to May 1, 1998, Trammell Crow MW, Inc., a wholly-owned subsidiary
of the Company, is required to guarantee the repayment obligations under the
Retail BTS Facility with respect to such loan and to guarantee the timely lien
free completion of the retail facility to which such loan relates, and (ii) if
the closing of any loan occurs on or after May 1, 1998, the Company must
guarantee the repayment obligations under the Retail BTS Facility with respect
to such loan and must guarantee the timely lien free completion of the retail
facility to which such loan relates. The Retail BTS Facility also contains
various covenants, such as the maintenance of a minimum net worth of TC BTS and
prohibition on other TC BTS guarantees of build-to-suit retail projects.
17
<PAGE>
In December 1998, TCC NNN Trading, Inc. ("TCC Triple Net"), obtained a
two-year $20.0 million revolving line of credit ("Triple Net Facility") from
KeyBank. Under the terms of the Triple Net Facility, TCC Triple Net can obtain
loans at a LIBOR-based interest rate, the proceeds of which must be used for the
acquisition of retail properties subject to "triple net" leases. At
September 30, 1999, there was no outstanding balance under the Triple Net
Facility. The Triple Net Facility is nonrecourse to TCC Triple Net and is
secured by a first mortgage and assignment of all rents from the acquired
properties. The Company will guarantee from 10% to 40% of each such loan
depending on the credit rating of the tenant occupying the acquired property.
The Company's guarantee percentage will be reduced to 10% for any loan upon the
receipt of a purchase agreement relating to the property underlying such loan.
The maximum amount of any advance related to a single property will be either
(i) 90% of the property's acquisition costs and certain related costs (if the
property's tenant has a debt rating of BBB or higher), or (ii) 80% of the
property's acquisition costs and certain related costs (if the property's tenant
has a debt rating of BB+ or lower). The Triple Net Facility also contains
various covenants, such as the maintenance of minimum equity and liquidity of
the Company and covenants relating to certain key financial data of the Company.
The restrictions contained in such financial covenants are identical to those
set forth in the Secured Credit Facility.
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 Secured Credit Facility, the Retail BTS Facility, the
Triple Net Facility and loans secured by underlying real estate will be
sufficient to finance its current operations, planned capital expenditure
requirements, payment obligations for development activities, 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 implementation of its growth strategy. The Company regularly considers
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
The Year 2000 problem refers to the inability of many existing computer
programs to properly recognize or process a year that begins with "20" instead
of the familiar "19." If not corrected, many time-sensitive computer programs
using two digits to indicate the year may recognize "00" as the year 1900 rather
than the year 2000. The failure to recognize the year 2000 and other key dates
could result in a variety of problems from data miscalculations to the failure
of entire systems.
In early 1998, the Company formed a Year 2000 Task Force (the "Task Force")
including internal technical, operational, financial and legal representatives
and technical and legal consultants. Under the direction of the Task Force, the
Company is pursuing multiple Year 2000-related initiatives (collectively, the
"Program") with the goal of mitigating the impact of Year 2000 issues on Company
operations.
INFORMATION TECHNOLOGY SYSTEMS
Prior to the formation of the Task Force, the system services provider that
operates and maintains the Company's central data center had conducted an
assessment of the data center's information technology ("IT") systems for the
purpose of assessing such systems' Year 2000 readiness. The IT systems resident
at the Company's central data center include its central property management
system (hardware and software handling accounting and reporting for
approximately 60% of the Company-managed properties), its central communication
system (e-mail, wide-area network and internet servers) and its central work
order system. On the basis of this assessment and the installation of previously
planned hardware and software upgrades, completed early in 1998, the Company
believes that the data center IT systems should not be
18
<PAGE>
materially adversely affected by Year 2000 issues. This belief was confirmed
through testing conducted in the third quarter of 1999.
One of the Program initiatives calls for the inventory, assessment and
remediation/replacement of IT assets (mainly consisting of PCs, servers and
software) at Company locations remote from the data center. In August 1999,
wholly independent of the Company's Year 2000 initiatives, the Company
outsourced its PC life cycle services to Inacom Corp. As part of the arrangement
with Inacom, the Company is undergoing a complete technology refresh pursuant to
which all PCs and servers remote from the data center are being replaced with
new computer hardware acquired from Compaq Computer Corp. The Company believes
that the enterprise-wide standards thus achieved will enable the Company to
rapidly deploy assets across its broad geographic customer and employee bases
and create a single point of contact problem resolution process. The Company
expects a byproduct of this IT initiative to be the achievement of Year 2000
compliance for the Company's desktop computing environment. As the first step in
the complete technology refresh, all PCs and servers that are sub-standard (for
Y2K and other reasons) are being replaced first. Through November 12, 1999,
approximately 50% of this sub-standard hardware had been replaced. The remaining
50% of sub-standard hardware is scheduled for replacement on definite dates
through mid-December 1999.
MANAGED PROPERTIES--NON-IT SYSTEMS
Another of the Program initiatives calls for the Company to assist owners of
Company-managed properties with the inventory, assessment and remediation of
non-IT systems at such properties. Most of the Company's field offices are in
leased premises in these managed properties. In 1997, owners and tenants of many
of the properties managed by the Company began to contact the Company seeking
information as to the Year 2000 readiness of the properties they own or occupy.
In response to these requests, the Company began making inquiries of vendors of
building systems as to the Year 2000 readiness of such systems, communicating
with owners and tenants as to the results of these inquiries and assisting
owners with the remediation recommended by the vendors or otherwise requested by
the owners. In the summer of 1998, the Company determined to engage a consultant
to serve as a project manager and technical resource for the Company's property
management personnel as work on this initiative continues at Company-managed
properties and in April 1999 having substantially completed the assessment
process, the Company began to assist owners with the remediation of indicated
Year 2000 issues in accordance with owners' instructions. Remediation, testing
and contingency planning at managed facilities is ongoing. THIS INFORMATION IS
INTENDED SOLELY TO ADVISE THE INVESTMENT COMMUNITY OF THE STEPS THAT THE COMPANY
IS TAKING TO ASSIST OWNERS OF COMPANY-MANAGED PROPERTIES (IN WHICH MOST OF THE
COMPANY'S OFFICES ARE LOCATED) WITH YEAR 2000 ISSUES RELATING TO NON-IT SYSTEMS.
NO OWNER OR TENANT IN A COMPANY-MANAGED PROPERTY SHOULD RELY ON THIS STATEMENT
AS AN INDICATION THAT THE COMPANY HAS OR WILL INVENTORY OR ASSESS THE MANAGED
PROPERTY ON ITS BEHALF OR THAT, IN FACT, SUCH PROPERTY IS OR WILL BE IN A STATE
OF YEAR 2000 READINESS. QUERIES IN THIS REGARD SHOULD BE ADDRESSED TO
APPROPRIATE PROPERTY MANAGEMENT PERSONNEL.
The Company currently expects that its unreimbursed out-of-pocket costs
relating to this initiative, including the costs of the consultant engaged to
act as the project manager and technical resource, should not exceed
$1.0 million. Costs of remediating Year 2000 issues associated with non-IT
systems at managed properties should be borne exclusively by the owners or
tenants of such properties.
YEAR 2000 READINESS OF THIRD PARTIES
The Company is to varying degrees dependent on the Year 2000 readiness of
third parties. Because of the breadth of the Company's customer base, the
success of its business is not closely tied to the success of any particular
customer. To date, the Company has not identified any third parties on which it
is substantially dependent where it has reason to believe that such party's
ability to provide goods or services to the Company will be adversely impacted
by Year 2000 concerns in a fashion that would materially, adversely impact the
Company.
19
<PAGE>
CONTINGENCY PLANS
The Company is in the process of developing contingency plans with respect
to critical aspects of its operations.
YEAR 2000 RISKS
Significant uncertainty exists concerning the scope and magnitude of
problems associated with Year 2000 issues. While the goal of the Program is to
mitigate the impact of Year 2000 issues on the Company's operations, there can
be no assurance that it will be successful in doing so. For example, there is no
assurance that the Program itself will succeed in accomplishing its purposes or
that unforeseen circumstances will not arise during implementation of the
Program that would materially and adversely affect the Company. Year
2000-related failures of mission-critical systems or at Company-managed
properties could materially adversely affect the Company's operations and/or
financial results.
RECENT DEVELOPMENTS
On November 9, 1999, the Company announced that its Board of Directors had
approved a stock repurchase program. The repurchase program authorizes the
repurchase of up to $10.0 million of the Company's common stock from time to
time in open market purchases or through privately negotiated transactions. The
Company expects that repurchased shares will be placed in treasury and
subsequently reissued in connection with the Company's employee stock purchase
plan and option exercises or restricted stock grants under the Company's
Long-Term Incentive Plan, as well as for other corporate purposes. The Company
expects that the repurchase program will be funded with cash generated from
operations, existing cash or available credit under the Secured Credit Facility.
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," "projects" and words of similar
import, are forward-looking statements within the meaning of the federal
securities laws. 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 timing of individual
development, brokerage and retail build-to-suit transactions, (ii) the risk that
purchasers or lenders will be reluctant to close transactions during the last
part of the year due to Year 2000 concerns or that transactions could fail to
close as expected for other reasons, including increases in interest rates,
(iii) the ability of the Company to implement cost containment measures and
achieve economies of scale, (iv) the ability of the Company to attract new
outsourcing customers, (v) the ability of the Company to manage fluctuations in
net earnings and cash flow which could result from the Company's increased
participation as a principal in real estate investments, (vi) the Company's
ability to continue to pursue an aggressive growth strategy (including through
acquisitions), (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 (including the availability of capital for investment in real estate)
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.
Reference is
20
<PAGE>
hereby made to disclosures contained under heading "Risk Factors" in "Item 1.
Business" of the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 31, 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
21
<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 operations, cash flows or
financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On July 1, 1999, the Company acquired the business of Phoenix Corporate
Services LLC and Leeds Construction Company, Inc., an affiliated company.
In connection with this transaction, the Company issued 268,306 shares of
common stock to a trustee who has agreed to hold the shares until they
are to be transferred to Phoenix or, under certain circumstances, the
Company. Such shares were issued without registration under the
Securities Act, in reliance on Section 4(2) of the Securities Act and
Rule 506 promulgated thereunder.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K filed since June 30, 1999:
None
22
<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.
<TABLE>
<S> <C> <C>
TRAMMELL CROW COMPANY
By: /s/ ROBERT E. SULENTIC
-----------------------------------------
Robert E. Sulentic
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND DIRECTOR
(PRINCIPAL FINANCIAL OFFICER AND DULY
AUTHORIZED
TO SIGN THIS REPORT ON BEHALF OF THE
REGISTRANT)
</TABLE>
Date: November 15, 1999
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF TRAMMELL CROW COMPANY FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 56,828
<SECURITIES> 0
<RECEIVABLES> 121,254
<ALLOWANCES> (2,733)
<INVENTORY> 0
<CURRENT-ASSETS> 349,539<F1>
<PP&E> 46,959
<DEPRECIATION> (24,084)
<TOTAL-ASSETS> 552,849
<CURRENT-LIABILITIES> 221,336<F2>
<BONDS> 0
0
0
<COMMON> 356
<OTHER-SE> 237,700
<TOTAL-LIABILITY-AND-EQUITY> 552,849
<SALES> 0
<TOTAL-REVENUES> 480,207
<CGS> 0
<TOTAL-COSTS> 419,723
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,040
<INCOME-PRETAX> 53,444
<INCOME-TAX> 21,378
<INCOME-CONTINUING> 32,066
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32,066
<EPS-BASIC> .92
<EPS-DILUTED> .88
<FN>
<F1>INCLUDES REAL ESTATE HELD FOR SALE OF $155,025
<F2>INCLUDES NOTES PAYABLE ON REAL ESTATE HELD FOR SALE OF $92,399
</FN>
</TABLE>
