<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, 1999,
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 Identification Number)
Incorporation or organization)
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, 1999, there were 35,536,578 shares of Common Stock
outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
-------------
<C> <S> <C>
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1999 (unaudited) and December 31,
1998...................................................................................... 3
Condensed Consolidated Statements of Operations for the three and six months ended June 30,
1999 and 1998 (unaudited)................................................................. 4
Condensed Consolidated Statements of Stockholders' Equity for the six months ended June 30,
1999 (unaudited) and the year ended December 31, 1998..................................... 5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1999 and
1998 (unaudited).......................................................................... 6
Notes to Condensed Consolidated Financial Statements (unaudited)............................ 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 14
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 4. Submission of Matters to a Vote of Security Holders......................................... 22
Item 6. Exhibits and Reports on Form 8-K............................................................ 23
</TABLE>
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
--------- -------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT
SHARE
AND PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 47,680 $ 87,946
Accounts receivable, net of allowance for doubtful
accounts of $2,923 in 1999 and $1,977 in 1998........... 87,146 83,870
Receivables from affiliates............................... 6,702 2,875
Notes and other receivables............................... 7,647 6,123
Income taxes recoverable.................................. -- 776
Deferred income taxes..................................... 737 874
Real estate held for sale................................. 143,686 91,501
Other current assets...................................... 28,836 18,780
--------- -------------
Total current assets.................................... 322,434 292,745
Furniture and equipment, net................................ 21,083 16,861
Deferred income taxes....................................... 11,272 12,440
Investments in unconsolidated subsidiaries.................. 18,625 16,773
Goodwill, net............................................... 106,889 106,936
Other assets................................................ 24,814 22,760
--------- -------------
$505,117 $ 468,515
--------- -------------
--------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 33,197 $ 30,536
Accrued expenses.......................................... 73,651 86,184
Payables to affiliates.................................... 630 1,126
Income taxes payable...................................... 705 -
Current portion of long-term debt......................... 2,085 2,724
Notes payable on real estate held for sale................ 102,717 56,344
Other current liabilities................................. 2,730 1,348
--------- -------------
Total current liabilities............................... 215,715 178,262
Long-term debt, less current portion........................ 52,991 83,271
Other liabilities........................................... 879 1,003
--------- -------------
Total liabilities....................................... 269,585 262,536
Minority interest........................................... 21,465 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; 35,131,631 shares issued and 35,128,457
shares outstanding in 1999, and 34,477,825 shares issued
and 34,476,238 shares outstanding in 1998............... 351 345
Paid-in capital........................................... 167,367 160,733
Retained earnings......................................... 49,084 33,717
Less: Stockholder loans................................... (98) (904)
Unearned compensation, net............................ (2,637) (1,879)
--------- -------------
Total stockholders' equity.................................. 214,067 192,012
--------- -------------
$505,117 $ 468,515
--------- -------------
--------- -------------
</TABLE>
See accompanying notes.
3
<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
---------------------------- ----------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES
Property management services...................... $ 34,226 $ 25,673 $ 68,378 $ 49,559
Brokerage services................................ 47,367 33,075 86,325 58,608
Development and construction services............. 17,241 12,716 42,929 23,587
Outsourcing services.............................. 32,631 24,833 60,366 46,431
Retail services................................... 6,432 2,269 13,024 4,996
------------- ------------- ------------- -------------
137,897 98,566 271,022 183,181
Income from investments in unconsolidated
subsidiaries.................................... 2,091 4,043 2,336 6,458
Gain on disposition of real estate................ 9,127 10,153 10,098 11,019
Other income...................................... 621 774 1,069 1,837
------------- ------------- ------------- -------------
149,736 113,536 284,525 202,495
COSTS AND EXPENSES
Salaries, wages, and benefits..................... 81,893 56,641 162,605 107,745
Commissions....................................... 21,580 14,919 37,724 25,284
General and administrative........................ 25,078 15,470 45,369 29,275
Depreciation...................................... 2,071 1,008 3,842 2,093
Amortization...................................... 2,051 941 3,925 1,270
Interest.......................................... 1,954 3,573 3,918 5,239
Minority interest................................. 1,286 2,843 1,407 2,880
------------- ------------- ------------- -------------
135,913 95,395 258,790 173,786
------------- ------------- ------------- -------------
Income before income taxes.......................... 13,823 18,141 25,735 28,709
Income tax expense.................................. 5,559 7,290 10,368 11,529
------------- ------------- ------------- -------------
Net income.......................................... $ 8,264 $ 10,851 $ 15,367 $ 17,180
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per share:
Basic............................................. $ .24 $ .32 $ .44 $ .51
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Diluted........................................... $ .23 $ .30 $ .42 $ .48
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted average common shares outstanding:
Basic............................................. 34,935,811 33,911,416 34,729,381 33,905,528
Diluted........................................... 36,356,780 36,158,600 36,295,586 36,142,448
</TABLE>
See accompanying notes.
4
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1999 AND YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON SHARES COMMON RETAINED
------------------------ STOCK PAR PAID-IN EARNINGS TREASURY STOCKHOLDER
ISSUED TREASURY VALUE 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.......................... -- -- -- -- 15,367 -- --
Issuance of restricted stock........ 95,515 -- 1 1,662 -- -- --
Forfeiture of restricted stock...... -- 1,587 -- (65) -- -- --
Amortization of restricted stock.... -- -- -- -- -- -- --
Sale of common stock................ 114,596 -- 1 2,729 -- -- --
Issuance of common stock............ 47,196 -- -- 887 -- -- --
Exercise of stock options........... 396,499 -- 4 1,421 -- -- --
Repayment of stockholder loans...... -- -- -- -- -- -- 806
----------- ----- ----- --------- --------- --- -----------
Balance at June 30, 1999 (unaudited).. 35,131,631 3,174 $ 351 $ 167,367 $ 49,084 -- $ (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.......................... -- 15,367
Issuance of restricted stock........ (1,663) --
Forfeiture of restricted stock...... 43 (22)
Amortization of restricted stock.... 862 862
Sale of common stock................ -- 2,730
Issuance of common stock............ -- 887
Exercise of stock options........... -- 1,425
Repayment of stockholder loans...... -- 806
------------- ---------
Balance at June 30, 1999 (unaudited).. $ (2,637) $ 214,067
------------- ---------
------------- ---------
</TABLE>
- ------------------------
(1) Treasury stock at December 31, 1998 and June 30, 1999 rounds to less than
$1.
See accompanying notes.
5
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE
SIX MONTHS
ENDED JUNE 30
--------------------
1999 1998
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.............................................................. $ 15,367 $ 17,180
Adjustments to reconcile net income to net cash used in operating
activities Depreciation............................................... 3,842 2,093
Amortization.......................................................... 3,925 1,270
Amortization of employment contracts and unearned compensation........ 1,371 --
Expense for stock issued to vendors................................... 172 --
Minority interest..................................................... 1,407 2,880
Deferred income tax provision......................................... 1,305 3,353
Income from investments in unconsolidated subsidiaries................ (2,336) (6,458)
Changes in operating assets and liabilities
Accounts receivable................................................. (3,172) (9,037)
Receivables from affiliates......................................... (3,827) 197
Notes receivable and other assets................................... (16,007) (5,335)
Real estate held for sale........................................... (52,185) (35,524)
Notes payable on real estate held for sale.......................... 46,373 (1,503)
Accounts payable and accrued expenses............................... (10,029) 1,678
Payables to affiliates.............................................. (496) (3,737)
Income taxes payable................................................ 1,481 6,461
Deferred compensation............................................... -- (6,394)
Other liabilities................................................... 1,258 (588)
--------- ---------
Net cash used in operating activities................................... (11,551) (33,464)
--------- ---------
INVESTING ACTIVITIES
Expenditures for furniture and equipment................................ (7,975) (4,669)
Acquisitions of real estate service companies........................... (2,205) (54,513)
Investments in unconsolidated subsidiaries.............................. (4,951) (3,330)
Distributions from unconsolidated subsidiaries.......................... 5,435 8,694
--------- ---------
Net cash used in investing activities................................... (9,696) (53,818)
--------- ---------
FINANCING ACTIVITIES
Principal payments on debt.............................................. (31,069) (11,822)
Proceeds from debt...................................................... 150 65,615
Contributions from minority interest.................................... 9,759 201
Distributions to minority interest...................................... (2,820) (5,379)
Proceeds from exercise of stock options................................. 1,425 74
Proceeds from issuance of common stock.................................. 2,730 --
Collections of stockholder loans........................................ 806 152
--------- ---------
Net cash (used in) provided by financing activities..................... (19,019) 48,841
--------- ---------
Net decrease in cash and cash equivalents............................... (40,266) (38,441)
Cash and cash equivalents, beginning of period.......................... 87,946 96,747
--------- ---------
Cash and cash equivalents, end of period................................ $ 47,680 $ 58,306
--------- ---------
--------- ---------
</TABLE>
See accompanying notes.
6
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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 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. 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 six months ended June 30, 1999 include the dilutive
effect of options to purchase 1,420,969 and 1,566,205 shares of common stock,
respectively. The weighted average shares outstanding used to calculate diluted
earnings per share for the three and six months ended June 30, 1998 include the
dilutive effect of options to purchase 2,247,184 and 2,236,920 shares of common
stock, respectively.
7
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL (CONTINUED)
RECLASSIFICATIONS
Certain revenues and expenses for the three and six months ended June 30,
1998 have been reclassified to conform to the presentation for the three and six
months ended June 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 six months ended June 30, 1999, the Company sold nine real estate
projects for an aggregate sales price of $40,139, resulting in a gain on
disposition of $10,098. 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.
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Operating results for unconsolidated subsidiaries are as follows:
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
----------------------
1999 1998
---------- ----------
<S> <C> <C>
Total revenues........................................................ $ 44,405 $ 32,709
Total expenses........................................................ (35,541) (15,558)
---------- ----------
Net income.......................................................... $ 8,864 $ 17,151
---------- ----------
---------- ----------
</TABLE>
4. ACCRUED EXPENSES
Accrued expenses consists of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
--------- ------------
<S> <C> <C>
Payroll and bonuses.................................................. $ 35,318 $ 35,643
Commissions.......................................................... 25,791 27,549
Profit sharing....................................................... 2,300 6,179
Deferred income...................................................... 3,069 2,250
Insurance accrual.................................................... 261 2,501
Additional consideration for acquisitions............................ -- 2,500
Other................................................................ 6,912 9,562
--------- ------------
$ 73,651 $ 86,184
--------- ------------
--------- ------------
</TABLE>
8
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
5. STOCKHOLDERS' EQUITY
A summary of the Company's stock option activity for the six months ended
June 30, 1999 is as follows:
<TABLE>
<CAPTION>
EXERCISE EXERCISE
PRICE PRICE
EXERCISE PRICE OF $17.44 TO OF $22.76 TO
OF $3.85 22.75 (AT $36.00 (AT
(BELOW MARKET PRICE MARKET PRICE
MARKET PRICE AT GRANT AT GRANT
AT GRANT DATE) DATE) DATE) TOTAL
-------------- ------------- ------------- ----------
<S> <C> <C> <C> <C>
OPTIONS OUTSTANDING:
December 31, 1998................................... 2,123,474 2,228,951 244,759 4,597,184
Granted............................................. -- 2,219,559 8,714 2,228,273
Exercised........................................... (375,047) (21,452) -- (396,499)
Forfeited........................................... -- (130,474) (1,090) (131,564)
-------------- ------------- ------------- ----------
June 30, 1999....................................... 1,748,427 4,296,584 252,383 6,297,394
-------------- ------------- ------------- ----------
-------------- ------------- ------------- ----------
OPTIONS EXERCISABLE AT JUNE 30, 1999.................. 1,748,427 768,788 82,838 2,600,053
-------------- ------------- ------------- ----------
-------------- ------------- ------------- ----------
</TABLE>
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
six months ended June 30, 1999 were 4.94% and 5.03%, respectively. In connection
with these agreements, the Company incurred incremental interest expense of $124
and $159 for the three and six months ended June 30, 1999, respectively.
7. CONTINGENCIES
At June 30, 1999, the Company has guaranteed $6,180 of real estate notes
payable of others. These notes are collateralized by the underlying real estate.
The Company has outstanding letters of credit totaling $17,092 at June 30, 1999,
which expire at varying dates through April 2000.
9
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
7. CONTINGENCIES (CONTINUED)
In addition, at June 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.
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 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.
10
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 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 SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
OUTSOURCING SERVICES(1):
Service Revenues..................................... $ 32,631 $ 24,833 $ 60,366 $ 46,431
Income from Subs..................................... -- -- -- --
Gain on disposition.................................. -- -- -- --
Other................................................ 46 49 92 83
--------- --------- --------- ---------
Total Revenues..................................... 32,677 24,882 60,458 46,514
Operating costs and expenses(3)...................... 28,719 21,345 55,129 40,911
--------- --------- --------- ---------
Income (loss) before income tax expense.............. 3,958 3,537 5,329 5,603
Depreciation and amortization........................ 755 250 1,251 465
Interest Expense..................................... 165 196 340 302
--------- --------- --------- ---------
EBITDA............................................... $ 4,878 $ 3,983 $ 6,920 $ 6,370
--------- --------- --------- ---------
--------- --------- --------- ---------
RETAIL:
Service Revenues..................................... $ 6,432 $ 2,269 $ 13,024 $ 4,996
Income from Subs..................................... -- -- -- --
Gain on disposition.................................. (30) 24 (12) 309
Other................................................ 9 20 22 48
--------- --------- --------- ---------
Total Revenues..................................... 6,411 2,313 13,034 5,353
Operating costs and expenses(3)...................... 7,425 2,228 15,320 4,856
--------- --------- --------- ---------
Income (loss) before income tax expense.............. (1,014) 85 (2,286) 497
Depreciation and amortization........................ 388 218 782 507
Interest Expense..................................... 135 53 285 123
--------- --------- --------- ---------
EBITDA............................................... $ (491) $ 356 $ (1,219) $ 1,127
--------- --------- --------- ---------
--------- --------- --------- ---------
LOCAL BUSINESS UNITS(2):
Service Revenues..................................... $ 98,834 $ 71,464 $ 197,632 $ 131,754
Income from Subs..................................... 2,091 4,043 2,336 6,458
Gain on disposition.................................. 9,157 10,129 10,110 10,710
Other................................................ 566 705 955 1,706
--------- --------- --------- ---------
Total Revenues..................................... 110,648 86,341 211,033 150,628
Operating costs and expenses(3)...................... 99,769 71,822 188,341 128,019
--------- --------- --------- ---------
Income (loss) before income tax expense.............. 10,879 14,519 22,692 22,609
Depreciation and amortization........................ 2,979 1,481 5,734 2,391
Interest Expense..................................... 1,654 3,324 3,293 4,814
--------- --------- --------- ---------
EBITDA............................................... $ 15,512 $ 19,324 $ 31,719 $ 29,814
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
11
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
8. SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
TOTAL:
Service Revenues..................................... $ 137,897 $ 98,566 $ 271,022 $ 183,181
Income from Subs..................................... 2,091 4,043 2,336 6,458
Gain on disposition.................................. 9,127 10,153 10,098 11,019
Other................................................ 621 774 1,069 1,837
--------- --------- --------- ---------
Total Revenues..................................... 149,736 113,536 284,525 202,495
Operating costs and expenses(3)...................... 135,913 95,395 258,790 173,786
--------- --------- --------- ---------
Income (loss) before income tax expense.............. 13,823 18,141 25,735 28,709
Depreciation and amortization........................ 4,122 1,949 7,767 3,363
Interest Expense..................................... 1,954 3,573 3,918 5,239
--------- --------- --------- ---------
EBITDA............................................... $ 19,899 $ 23,663 $ 37,420 $ 37,311
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
At June 30, 1999, segment assets related to outsourcing, retail and local
business units were $39,227, $53,984 and $411,906, 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 SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
--------------------- ----------------------
<S> <C> <C> <C> <C>
1999 1998 1999 1998
---------- --------- ---------- ----------
Property management........................... $ 34,281 $ 26,211 $ 68,561 $ 50,605
Brokerage..................................... 47,415 33,220 86,503 58,821
Development and investment activities......... 28,952 26,910 55,969 41,202
---------- --------- ---------- ----------
$ 110,648 $ 86,341 $ 211,033 $ 150,628
---------- --------- ---------- ----------
---------- --------- ---------- ----------
</TABLE>
(3) Operating costs and expenses for the three and six months ended June 30,
1999 include non-cash compensation expense of $193 and $334, respectively,
related to the Retail segment, and $603 and $1,037, respectively, related to
the Local Business Unit segment.
12
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. SUBSEQUENT EVENT
In July 1999, the Company acquired the business of Phoenix Corporate
Services LLC, a Cambridge, Massachusetts-based commercial real estate
outsourcing services firm ("Phoenix"). In exchange for substantially all of the
assets of Phoenix, the Company paid approximately $10,273 in cash, issued
268,306 shares of common stock and agreed to pay up to an additional $1,856 in
cash if the acquired business meets certain performance thresholds. The Company
also issued 5,619 restricted shares of common stock to an employee of Phoenix
who became employed by the Company in connection with the acquisition and paid
an aggregate of $600 to the principals and an employee of Phoenix in exchange
for certain covenants not to compete. The acquisition will be accounted for
using the purchase method of accounting. The Company borrowed approximately
$10,000 under its credit facility to fund the acquisition.
13
<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 SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO
THREE AND SIX MONTHS ENDED JUNE 30, 1998
REVENUES. The Company's total revenues increased $36.2 million, or 31.9%,
to $149.7 million for the three months ended June 30, 1999 and increased $82.0
million, or 40.5% to $284.5 million for the six months ended June 30, 1999 from
the comparable periods in the prior year.
Property management services revenue, which represented 22.8% and 24.0% of
the Company's total revenue for the three and six months ended June 30, 1999,
respectively, increased $8.5 million, or 33.1%, to $34.2 million for the three
months ended June 30, 1999 and increased $18.8 million, or 37.9%, to $68.4
million for the six months ended June 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 and Faison
Enterprises (the "Faison Acquisition") in July 1998.
Brokerage services revenue, which represented 31.7% and 30.3% of the
Company's total revenue for the three and six months ended June 30, 1999,
respectively, increased $14.3 million, or 43.2%, to $47.4 million for the three
months ended June 30, 1999 and increased $27.7 million, or 47.3%, to $86.3
million for the six months ended June 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 31.5% and 31.7% in the average
number of brokers employed during the three and six months ended
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<PAGE>
June 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
$28.5 million and $55.4 million for the three and six months ended June 30,
1999, respectively, and represented 19.0% and 19.5% of the Company's total
revenue for the three and six months ended June 30, 1999, respectively. These
revenues increased $1.6 million, or 5.9%, from $26.9 million for the three
months ended June 30, 1998 and increased $14.6 million, or 35.8%, from $40.8
million for the six months ended June 30, 1998 from the comparable periods in
the prior year. The revenue growth for the three months ended June 30, 1999 was
primarily attributable to a $2.3 million increase in construction
management-related service fees from the comparable period in the prior year.
This increase was offset by a decrease of $1.9 million in income from
unconsolidated subsidiaries which primarily resulted from lower gains on sales
of underlying assets compared to the comparable period in the prior year. The
revenue growth for the six months ended June 30, 1999 was primarily attributable
to an increase in development fees. In addition, construction management-related
service fees increased approximately $5.2 million for the six months ended June
30, 1999 from the comparable period in the prior year. This increase was largely
offset by a decrease in income from unconsolidated subsidiaries which primarily
resulted from a decrease in gains on sales of underlying assets of $4.2 million
for the six months ended June 30, 1999 from the comparable period in the prior
year.
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. As noted 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. If this trend
should continue or accelerate, that portion of the Company's development and
investment activity, as well as the Company's traditional construction and
development business, could level off or decline. Additionally, gains on
individual development transactions have declined from the prior year levels as
supply and demand have come more into balance and the availability of capital
for commercial real estate has become more constrained.
Outsourcing services revenues, which represented 21.8% and 21.2% of the
Company's total revenue for the three and six months ended June 30, 1999,
respectively, increased $7.8 million, or 31.5%, to $32.6 million for the three
months ended June 30, 1999 and increased $14.0 million, or 30.2%, to $60.4
million for the six months ended June 30, 1999 from the comparable periods in
the prior year. The revenue growth resulted primarily from 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, and the addition of two significant customers, one
in the third quarter of 1998 and one in the fourth quarter of 1998. Contributing
significantly to revenues and profitability of the outsourcing services segment
for the quarter and six months ended June 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 $6.4 million and $13.0
million for the three months and six months ended June 30, 1999, respectively,
and represented 4.3% and 4.6% of the Company's total revenue for the three and
six months ended June 30, 1999. These revenues increased $4.1 million or 178.3%
from $2.3 million for the three months ended June 30, 1998 and increased $7.7
million, or 145.3% from $5.3 million for the six months ended June 30, 1998,
compared to the same periods in the prior year. This revenue growth 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.
15
<PAGE>
OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased by $40.5 million, or 42.5%, to $135.9 million for the three months
ended June 30, 1999 and $85.0 million, or 48.9%, to $258.8 million for the six
months ended June 30, 1999 from the comparable periods in the prior year. The
increase in operating costs and expenses was primarily due to 44.7% and 51.0%
increase in salaries, wages, and benefits for the three and six months ended
June 30, 1999, respectively, primarily from an increase in staffing from the
comparable period in the prior year. Since June 30, 1998, the Company added
approximately 1,000 employees due to the Faison Acquisition in July 1998 and in
support of internal growth in the Company's business.
Commissions increased 45.0% and 49.0%, respectively, for the three and six
months ended June 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 $9.6 million, or 62.0%, and
$16.1 million, or 55%, for the three and six months ended June 30, 1999,
respectively, as compared with the same periods in the prior year. The increase
is primarily due to a company-wide increase in administrative costs resulting
from the overall increase in number of employees, coupled with an increase in
personnel costs resulting from the tightness of the labor market. 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.
Other expenses (consisting of depreciation, amortization, interest and
minority interest) decreased $1.0 million, or 12%, and increased $1.6 million,
or 13.9%, for the three and six months ended June 30, 1999, respectively, as
compared with the same periods in the prior year. The decrease in other expenses
for the three months ended June 30, 1999 is primarily due to contingent interest
expense of approximately $1.9 million incurred upon the sale of a real estate
project in the second quarter of 1998 partially offset by an increase in
depreciation and amortization. The increase in other expenses for the six months
ended June 30, 1999 is primarily a result of amortization of goodwill related to
acquisitions and increased depreciation as a result of increased fixed asset
expenditures. This increase is offset by a decrease in interest expense due to
repayments of borrowings under the Company's line of credit, mostly during the
first quarter of 1999.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
decreased $4.3 million, to $13.8 million for the three months ended June 30,
1999, and decreased $3.0 million, to $25.7 million for the six months ended June
30, 1999 from the comparable prior year periods, due to the fluctuations in
revenues and expenses described above.
NET INCOME. Net income decreased $2.6 million, to $8.3 million for the
three months ended June 30, 1999 as compared to the same period in the prior
year, and decreased $1.8 million, to $15.4 million for the six months ended June
30, 1999 from the same period in the prior year.
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 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. 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
16
<PAGE>
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 $11.6 million for the six
months ended June 30, 1999, compared to $33.5 million in the comparable period
in 1998. This difference is primarily due to payment of profit sharing
distributions totaling $11.1 million in 1998 compared to $3.9 million in 1999;
approximately $37.0 million used for development activity for real estate held
for sale, net of related borrowings, in 1998 as compared to $5.8 million used in
1999; and approximately $1.3 million used for pursuit costs for development and
investment activity in 1998 (included in other current assets) compared to $10.0
million used in 1999. These differences are offset by an increase in accounts
payable and accrued expenses of $1.7 million in 1998, compared to a decrease of
$10.0 million in 1999.
Net cash used in investing activities totaled $9.7 million for the six
months ended June 30, 1999, compared to $53.8 million for the same period in
1998. This difference is primarily attributable to the acquisitions of Tooley in
March 1998 and Fallon Hines & O'Connor, Inc. in May 1998.
Net cash used by financing activities totaled $19.0 million for the six
months ended June 30, 1999, compared to net cash provided by financing
activities of $48.8 million for the same period in 1998. The change is primarily
attributable to repayment in 1999 of $30.0 million on the Company's revolving
line of credit compared to repayment of $10.0 million in 1998, offset by
borrowings on the revolving line of credit of $65.0 million in 1998. In
addition, the Company received contributions of $9.8 million from minority
interest holders, primarily in the first quarter of 1999, and received cash of
$4.2 million in 1999 from the exercise of stock options and issuance of common
stock.
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 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 June 30, 1999, the
Company had borrowed approximately $102.1 million under the Secured Credit
Facility, including $10.0 million to fund its co-investment activities and $92.1
million for acquisitions of real estate service companies in 1998, and repaid
$50.0 million of these amounts. At June 30, 1999, the
17
<PAGE>
Company had an unused borrowing capacity (taking into account letters of credit
outstanding) under the Secured Credit Facility of approximately $89.7 million.
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 5.03% for the six
months ended June 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 can obtain
loans at one of a LIBOR-based interest rate, KeyBank's prime rate or a
combination of the two interest rates. The proceeds of any such loans must be
used for the construction of retail facilities. At June 30, 1999, the
outstanding balance owed under the Retail BTS Facility was $8.8 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.
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 June 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.
18
<PAGE>
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 materially adversely
affected by Year 2000 issues.
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. Early in 1999, the
Company completed the inventory and assessment of these assets at the Company's
56 largest offices and at those smaller offices where the Company believes that
the criticality of the assets warrants the assessment effort. Prior to
commencement of the indicated remediation, and wholly independent of the
Company(1)s Year 2000 initiatives, the Company signed a letter of intent to
outsource its PC life cycle services to Inacom Corp. The arrangement
contemplates that computer hardware will be acquired from Compaq Computer Corp.
pursuant to a related agreement and that a complete technology refresh
(including replacement of all PCs, servers and associated software) will be
completed before year-end 1999. The Company believes that the achievement of
enterprise-wide standards 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. Transition services are expected to
begin immediately. Full implementation of the arrangement is subject to
execution of a definitive agreement, which the parties expect to sign prior to
September 30, 1999. The Company expects a byproduct of this IT initiative to be
the achievement of Year 2000 compliance for the Company's desktop computing
environment. Accordingly, the Company no longer expects to incur costs related
to remediation of those IT assets remote from the
19
<PAGE>
data center previously identified as non-Year 2000 compliant. Such assets will
be replaced, together with all compliant assets, through the technology refresh.
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. That remediation
program, testing of certain systems, and contingency planning are on-going. 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. Aside from vendors of certain IT systems that have already been
contacted by the Company concerning the Year 2000 compliance of their products,
the Company is in the preliminary stages of identifying the other parties with
which it does business (utilities, other vendors, etc.) whose Year 2000 problems
could adversely impact the Company. Another Program initiative calls for the
Company to make appropriate inquiries of these parties. The Company expects to
complete these inquiries in the third quarter of 1999.
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
20
<PAGE>
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.
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 and brokerage transactions, (ii) 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,
(iii) the Company's ability to continue to pursue an aggressive growth strategy
(including through acquisitions), (iv) the Company's ability to compete in
highly competitive national and local business lines and (v) 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.
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 or financial
condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) On February 10, 1999, the Company issued to John McMahan Group 1,970
shares of common stock. The shares were issued in consideration for the
recipient's agreement to provide certain consulting services to 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.
On March 16, 1999, the Company issued to Monitor Company 5,788 shares
of common stock. The shares were issued in consideration for the
recipient's agreement to provide certain consulting services to 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.
On April 20, 1999, pursuant to an agreement and plan of merger,
PrimeWest Real Estate Services, Inc., an Arizona corporation
("PrimeWest"), was merged into a wholly-owned subsidiary of the Company,
and the Company acquired all of the outstanding shares of common stock of
PrimeWest. In connection with this transaction, the stockholders of
PrimeWest received 39,438 shares of common stock and the right to receive
certain cash payments and up to an additional 39,438 shares of common
stock if certain conditions are met. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held on May 18, 1999, the following
items were presented to stockholders with the following results:
1. To elect the individuals named below to serve as Class II Directors
for Trammell Crow Company until its Annual Meeting of stockholders in
2002 or until their respective successors are elected and qualified or
until their earlier death, resignation or removal from office.
<TABLE>
<CAPTION>
NUMBER OF SHARES
--------------------
FOR WITHHELD
--------- ---------
<S> <C> <C>
James R. Erwin................................. 25,704,702 163,382
Harlan R. Crow................................. 25,708,619 159,465
Jeffrey M. Heller.............................. 25,704,702 163,382
</TABLE>
The following individuals are Class I Directors of Trammell Crow
Company, whose terms expire at the Company's Annual Meeting of
Stockholders in 2001: George L. Lippe, Rowland T. Moriarty and Robert E.
Sulentic. The following individuals are Class III Directors of Trammell
Crow Company, whose terms expire at the Company's Annual Meeting of
Stockholders in 2000: J. McDonald Williams, William F. Concannon and
Henry J. Faison.
2. To approve a proposed amendment to the Trammell Crow Company
Long-Term Incentive Plan that (i) increases by 3,300,000 the number of
shares of Common Stock that may be subject to outstanding awards under
the Trammell Crow Company Long-Term Incentive Plan, (ii) provides
22
<PAGE>
that either the granting or vesting of awards under the Trammell Crow
Company Long-Term Incentive Plan may be subject to certain performance
standards in order that such awards may continue to be fully deductible
by the Company for federal income tax purposes, and (iii) revises the
definition of Performance Period over which the Company's performance may
be measured for purposes of determining the payment value of a
Performance Unit under the Trammell Crow Company Long-Term Incentive
Plan.
<TABLE>
<CAPTION>
NUMBER OF SHARES
-----------------
<S> <C>
For.............................................................. 19,361,659
Against.......................................................... 4,345,463
Abstain.......................................................... 10,549
</TABLE>
3. To ratify the selection of Ernst & Young LLP as independent
accountants of the Company for the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES
-----------------
<S> <C>
For.............................................................. 25,653,208
Against.......................................................... 212,991
Abstain.......................................................... 1,885
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<TABLE>
<C> <S>
10.12.5 Fifth Modification to Master Construction Loan Agreement dated August 4,
1997 between Trammell Crow BTS, Inc. and KeyBank National Association--
April 23, 1999.
10.12.6 Sixth Modification to Master Construction Loan Agreement dated August 4,
1997 between Trammell Crow BTS, Inc. and KeyBank National Association--
May 1, 1999.
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K filed since March 31, 1999:
None
23
<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/ 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)
Date: August 16, 1999
24
<PAGE>
FIFTH MODIFICATION OF MASTER CONSTRUCTION LOAN AGREEMENT
THIS FIFTH MODIFICATION, dated and effective as of April 23, 1999, is
made and entered into by and between TRAMMELL CROW BTS, INC., a Delaware
corporation having a notice address of 7535 East Hampden Avenue, Suite 650,
Denver, Colorado 80231-4845 ("Developer"), and KEYBANK NATIONAL ASSOCIATION,
a national banking association having a notice address of 10 West Market
Street, 9th Floor, Indianapolis, Indiana 46204 ("Bank").
RECITALS:
A. Developer and Bank entered into that certain Master Construction
Loan Agreement, dated August 4, 1997, as modified by that certain First
Modification of Master Construction Loan Agreement between Developer and
Bank, dated September 15, 1997, and as modified by that certain Second
Modification of Master Construction Loan Agreement between Developer and
Bank, dated May 12, 1998, as modified by that certain Third Modification of
Master Construction Loan Agreement between Developer and Bank, dated June 9,
1998 and as modified by that certain Fourth Modification of Master
Construction Loan Agreement between Developer and Bank, dated December 30,
1998 (collectively, the "Loan Agreement").
B. The parties hereto desire to further modify the Loan Agreement in
accordance with the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged the parties hereto agree as follows:
1. SCHEDULE 1 OF THE LOAN AGREEMENT. The Loan Agreement is hereby
modified by substituting SCHEDULE I attached to this Modification for
SCHEDULE I attached to the Loan Agreement.
2. EXPENSES. Borrower shall pay all costs incidental to this
Modification, including but not limited to title insurance, survey charges,
reasonable attorneys' fees, appraisals, insurance, inspecting engineers'
and/or architect's fees, environmental fees, and all other incidental
expenses of Bank.
3. REPRESENTATIONS AND WARRANTIES. Developer hereby represents and
warrants to Bank that there does not presently exist any default under the
Loan Agreement or any event which with the notice or lapse of time or both
would constitute a default under the Loan Agreement and that each of the
representations and warranties set forth in the Loan Agreement remain true
and correct as of the date hereof, except to the extent said representations
and warranties specifically apply to those items explicitly modified by or
otherwise disclosed in this Modification, and each of said representations
and warranties is hereby incorporated herein by reference and modified as
necessary to apply to and cover the undertakings of Developer evidenced by
this Modification.
<PAGE>
4. CONTINUING EFFECT. All other terms, conditions, provisions,
representations and warranties set forth in the Loan Agreement not
specifically relating to those items explicitly modified by or otherwise
disclosed in this Modification shall remain unchanged and shall continue in
full force and effect. This Modification shall, wherever possible, be
construed in a manner consistent with the Loan Agreement; provided, however,
in the event of any irreconcilable inconsistency between the terms of this
Modification and the terms of the Loan Agreement, the terms of this
Modification shall control.
5. WAIVER. No provision hereof shall constitute a waiver of any of
the terms or conditions of the Loan Agreement, other than those terms or
conditions explicitly modified or otherwise affected hereby.
IN WITNESS WHEREOF, Developer and Bank have caused this Fifth
Modification of Master Construction Loan Agreement to be duly executed as of
the date and year first above written.
"DEVELOPER"
TRAMMELL CROW BTS, INC.,
a Delaware corporation
By: /s/ Lucy L. Dinneen
--------------------------------------------
Printed: Lucy L. Dinneen
---------------------------------------
Title: Vice President
-----------------------------------------
"BANK"
KEYBANK NATIONAL ASSOCIATION, a national banking
association
By: /s/ Theodore J. Lewis
--------------------------------------------
Printed: Theodore J. Lewis
---------------------------------------
Title: Vice President
-----------------------------------------
2
<PAGE>
STATE OF COLORADO )
CITY AND ) SS:
COUNTY OF DENVER )
Before me, a Notary Public in and for said County and State, personally
appeared Lucy L. Dinneen, known to me to be the Vice President of TRAMMELL
CROW BTS, INC., a Delaware corporation, and acknowledged the execution of the
foregoing for and on behalf of said corporation.
Witness my hand and Notarial Seal, this 26th day of April, 1999.
/s/ Amy J. Waters
------------------------------------------------
Notary Public - Signature
Amy J. Waters
------------------------------------------------
Notary Public - Printed
My Commission Expires: My County of Residence:
10/6/02 Denver
- ---------------------- ------------------------------------------------
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me, a Notary Public in and for said County and State, personally
appeared Theodore J. Lewis, known to me to be a Vice President of KEYBANK
NATIONAL ASSOCIATION, a national banking association, and acknowledged the
execution of the foregoing for and on behalf of said association.
Witness my hand and Notarial Seal, this 5th day of May, 1999.
/s/ Jane E. Butler
------------------------------------------------
Notary Public - Signature
Jane E. Butler
------------------------------------------------
Notary Public - Printed
My Commission Expires: My County of Residence:
3/4/01 Hamilton
- ---------------------- ------------------------------------------------
This instrument was prepared by Dennis A. Johnson, Attorney at Law, JOHNSON,
SMITH, PENCE, WRIGHT & HEATH, LLP, One Indiana Square, Suite 1800,
Indianapolis, Indiana 46204.
3
<PAGE>
SCHEDULE I
PetsMart, Inc. shall be an Approved Tenant for one PetsMart facility in
Savannah, Georgia and for one PetsMart facility in Arvada, Colorado.
Stater Bros. shall be an Approved Tenant for one Stater Bros. grocery retail
facility in Murrieta, California.
PetCo Animal Supplies, Inc. shall be an Approved Tenant for one PetCo retail
facility in Tucson, Arizona.
4
<PAGE>
SIXTH MODIFICATION OF MASTER CONSTRUCTION LOAN AGREEMENT
THIS SIXTH MODIFICATION, dated and effective as of May 31, 1999, is made
and entered into by and between TRAMMELL CROW BTS, INC., a Delaware
corporation having a notice address of 7535 East Hampden Avenue, Suite 650,
Denver, Colorado 80231-4845 ("Developer"), and KEYBANK NATIONAL ASSOCIATION,
a national banking association having a notice address of 10 West Market
Street, 9th Floor, Indianapolis, Indiana 46204 ("Bank").
RECITALS:
A. Developer and Bank entered into that certain Master Construction
Loan Agreement, dated August 4, 1997, as modified by that certain First
Modification of Master Construction Loan Agreement between Developer and
Bank, dated September 15, 1997, as modified by that certain Second
Modification of Master Construction Loan Agreement between Developer and
Bank, dated May 12, 1998, as modified by that certain Third Modification of
Master Construction Loan Agreement between Developer and Bank, dated June 9,
1998, as modified by that certain Fourth Modification of Master Construction
Loan Agreement between Developer and Bank, dated December 30, 1998, and as
modified by that certain Fifth Modification of Master Construction Loan
Agreement between Developer and Bank, dated April 23, 1999 (collectively, the
"Loan Agreement").
B. The parties hereto desire to further modify the Loan Agreement in
accordance with the terms and conditions set forth herein.
AGREEMENT
NOW THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged the parties hereto agree as follows:
1. DEFINITIONS OF THE LOAN AGREEMENT. Paragraph 1.01 of the Loan
Agreement is hereby modified by substituting the following in lieu of the
existing like defined terms:
"Approved Tenant" shall mean OfficeMax, Inc. and any other tenant
approved by Bank in its sole discretion.
"Debt Service Coverage Ratio" shall mean the ratio of (i) projected
total annual income to be received under the Lease for an applicable
Project, defined as base rent, common area maintenance payments,
insurance and real estate tax reimbursements and miscellaneous sources,
less projected total annual expenses for such Project, defined as an
annual management fee in an amount equal to Three Percent (3%) of the
projected total annual income of such Project, an annual charge of Ten
Cents ($.10) per square foot of such Project for a capital reserve and
expense of common area maintenance, insurance, real estate taxes, and
non-capitalized repairs, to (ii) the projected total annual sum of all
interest payments and principal payments on the applicable Project Loan
which would be due and
<PAGE>
payable assuming the level amortization of such Project Loan over a
period equal to the lesser of (a) twenty (20) years or (b) the term of
the Lease for the Project, plus five (5) years, at a per annum interest
rate equal to One and Three Quarters Percent (1.75%) above the most
recent weekly average yield on United States Treasury Securities
adjusted to a constant maturity of ten (10) years.
"Plans and Specifications" shall mean the plans and specifications
for the construction of the Improvements on an applicable Project Site
prepared by the Architect therefor and approved on or prior to the date
of the initial Advance for the applicable Project by the Borrower, the
Bank, the Approved Tenant leasing such Project and the Contractor,
including all working drawings and shop drawings prepared for use in
connection therewith, as the same may be finalized, supplemented,
modified or amended from time to time by Change Orders permitted
hereunder.
"Project Loan Commitment Expiration Date" shall mean September 30,
1999.
2. REFERENCE TO OFFICEMAX IN THE LOAN AGREEMENT. The reference to
"OfficeMax" is hereby deleted in the following sections contained in the Loan
Agreement:
Section 4.01 (e)(ii)
Section 4.01 (v)(ii)
Section 6.05
Section 8.01 (l)
Number 6 of Exhibit B
3. SECTION 4.01 OF THE LOAN AGREEMENT. Paragraph n. of Section 4.01
of the Loan Agreement shall be amended in its entirety to read as follows:
n. CONSTRUCTION CONTRACT. Such Borrower shall have furnished to
the Bank for its review and approval a copy of the executed Construction
Contract for the construction of the Improvements forming a part of the
Project in respect of which such Project Loan is being made in
accordance with the Plans and Specifications therefor for a maximum
fixed price not exceeding an amount approved by the Bank. Such Borrower
shall also furnish to the Bank copies of all other Major Contracts in
respect of such Project. Such Major Contracts shall be subject to
reasonable approval by the Bank.
Such Construction Contract shall further provide:
i. A provision that with final payment such Contractor shall
deliver to such Borrower a complete release of liens signed by such
Contractor and all subcontractors;
ii. A provision that no change orders involving an increase
in costs of Fifty Thousand Dollars ($50,000) or more for a single
change order or One Hundred Thousand Dollars ($100,000) or more in
the aggregate shall
<PAGE>
be effective without the prior written consent of the Bank and, to
the extent required under the Lease for such Project, the prior
written consent of the Approved Tenant under such Lease (this
requirement shall be satisfied if the provision is included in the
Contractor's Letter for such Project);
iii. A provision for not less than Ten Percent (10%) retainage
in connection with interim payments to each subcontractor (but not
for payments to suppliers unless Bank determines in its reasonable
discretion that such retainage as to suppliers is appropriate)
until the Improvements forming a part of such Project are
substantially completed; and
iv. If provided for under the laws of the state in which such
Project is located, a no-lien provision.
4. SECTION 7.04 OF THE LOAN AGREEMENT. Section 7.04 of the
Loan Agreement shall be amended in its entirety to read as follows:
7.04. CHANGE ORDERS. Without the Bank's prior written consent,
such Borrower will not execute, or permit the performance of work on the
Project in respect of which such Project Loan is being made, or the
furnishing of Materials therefor pursuant to any Change Order involving
an increase in the Direct Costs of such Project of Fifty Thousand
Dollars ($50,000) or more for single Change Orders or One Hundred
Thousand Dollars ($100,000) or more in the aggregate or involving any
fundamental change in the architectural, mechanical or structural design
of any portion of the Improvements forming a part of such Project, or
involving any materially adverse change in the quality of workmanship or
Materials in such Improvements or causing any delay in completion of
construction of such Improvements beyond the Completion Date therefor.
Such Borrower will deliver copies of all Change Orders to the Bank
promptly following their execution. Such Borrower will not execute or
permit the performance of work on such Project or the furnishing of
Materials therefor pursuant to a Change Order without the prior written
consent of the Approved Tenant leasing such Project, if such consent is
required under the Lease for such Project.
5. EXPENSES. Borrower shall pay all costs incidental to this
Modification, including but not limited to title insurance, survey charges,
reasonable attorneys' fees, appraisals, insurance, inspecting engineers'
and/or architect's fees, environmental fees, and all other incidental
expenses of Bank.
6. REPRESENTATIONS AND WARRANTIES. Developer hereby represents and
warrants to Bank that there does not presently exist any default under the
Loan Agreement or any event which with the notice or lapse of time or both
would constitute a default under the Loan Agreement and that each of the
representations and warranties set forth in the Loan Agreement remain true
and correct as of the date hereof, except to the extent said representations
and warranties specifically apply to those items explicitly modified by or
otherwise disclosed in this Modification, and each of said representations
and warranties is hereby incorporated herein by reference and modified as
necessary to apply to and cover the undertakings of Developer evidenced by
this Modification.
3
<PAGE>
7. CONTINUING EFFECT. All other terms, conditions, provisions,
representations and warranties set forth in the Loan Agreement not
specifically relating to those items explicitly modified by or otherwise
disclosed in this Modification shall remain unchanged and shall continue in
full force and effect. This Modification shall, wherever possible, be
construed in a manner consistent with the Loan Agreement; provided, however,
in the event of any irreconcilable inconsistency between the terms of this
Modification and the terms of the Loan Agreement, the terms of this
Modification shall control.
8. WAIVER. No provision hereof shall constitute a waiver of any of
the terms or conditions of the Loan Agreement, other than those terms or
conditions explicitly modified or otherwise affected hereby.
IN WITNESS WHEREOF, Developer and Bank have caused this Sixth
Modification of Master Construction Loan Agreement to be duly executed as of
the date and year first above written.
"DEVELOPER"
TRAMMELL CROW BTS, INC.,
a Delaware corporation
By: /s/ Lucy L. Dinneen
---------------------------------------------
Printed: Lucy L. Dinneen
----------------------------------------
Title: Vice President
------------------------------------------
"BANK"
KEYBANK NATIONAL ASSOCIATION, a national banking
association
By: /s/ Theodore J. Lewis
---------------------------------------------
Printed: Theodore J. Lewis
----------------------------------------
Title: Vice President
------------------------------------------
4
<PAGE>
STATE OF COLORADO )
) SS:
COUNTY OF DENVER )
Before me, a Notary Public in and for said County and State, personally
appeared Lucy L. Dinneen, known to me to be the Vice President of TRAMMELL
CROW BTS, INC., a Delaware corporation, and acknowledged the execution of the
foregoing for and on behalf of said corporation.
Witness my hand and Notarial Seal, this 28th day of July, 1999.
/s/ Amy J. Waters
------------------------------------------------
Notary Public - Signature
Amy J. Waters
------------------------------------------------
Notary Public - Printed
My Commission Expires: My County of Residence:
10/06/02 Denver
- ---------------------- ------------------------------------------------
STATE OF INDIANA )
) SS:
COUNTY OF MARION )
Before me, a Notary Public in and for said County and State, personally
appeared Theodore J. Lewis, known to me to be a Vice President of KEYBANK
NATIONAL ASSOCIATION, a national banking association, and acknowledged the
execution of the foregoing for and on behalf of said association.
Witness my hand and Notarial Seal, this 3rd day of August, 1999.
/s/ Jane E. Butler
------------------------------------------------
Notary Public - Signature
Jane E. Butler
------------------------------------------------
Notary Public - Printed
My Commission Expires: My County of Residence:
3/4/01 Hamilton
- ---------------------- ------------------------------------------------
5
<PAGE>
This instrument was prepared by Dennis A. Johnson, Attorney at Law, JOHNSON,
SMITH, PENCE, WRIGHT & HEATH, LLP, One Indiana Square, Suite 1800,
Indianapolis, Indiana 46204.
6
<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 SIX MONTHS
ENDED JUNE 30, 1999 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-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 47,680
<SECURITIES> 0
<RECEIVABLES> 104,418
<ALLOWANCES> (2,923)
<INVENTORY> 0
<CURRENT-ASSETS> 322,434<F1>
<PP&E> 42,990
<DEPRECIATION> (21,907)
<TOTAL-ASSETS> 505,117
<CURRENT-LIABILITIES> 215,715<F2>
<BONDS> 0
0
0
<COMMON> 351
<OTHER-SE> 213,716
<TOTAL-LIABILITY-AND-EQUITY> 505,117
<SALES> 0
<TOTAL-REVENUES> 284,525
<CGS> 0
<TOTAL-COSTS> 254,872
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,918
<INCOME-PRETAX> 25,735
<INCOME-TAX> 10,368
<INCOME-CONTINUING> 15,367
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,367
<EPS-BASIC> .44
<EPS-DILUTED> .42
<FN>
<F1>Includes real estate held for sale of $143,686.
<F2>Includes notes payable on real estate held for sale of $102,717.
</FN>
</TABLE>
