<PAGE>
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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 MARCH 31, 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
Incorporation or organization) Number)
2001 ROSS AVENUE
SUITE 3400
DALLAS, TEXAS
(Address of principal executive offices)
75201
(Zip Code)
(214) 863-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
At May 13, 1999, there were 35,150,010 shares of Common Stock outstanding.
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<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 March 31, 1999 (unaudited) and December 31,
1998....................................................................................... 2
Condensed Consolidated Statements of Operations for the three months ended March 31, 1999 and
1998 (unaudited)........................................................................... 3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 1999 and
1998 (unaudited)........................................................................... 4
Notes to Condensed Consolidated Financial Statements (unaudited)............................. 5
Management's Discussion and Analysis of Financial Condition and Results of Operations........ 10
Item 2.
Quantitative and Qualitative Disclosure of Market Risk....................................... 16
Item 3.
PART II. Other Information
Item 1. Legal Proceedings............................................................................ 17
Item 6. Exhibits and Reports on Form 8-K............................................................. 17
</TABLE>
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
<S> <C> <C>
-------------------------
<CAPTION>
(UNAUDITED)
(IN THOUSANDS, EXCEPT
SHARE AND PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents........................................................... $ 55,730 $ 87,946
Accounts receivable, net of allowance for doubtful accounts of $1,941 in 1999 and
$1,977 in 1998.................................................................... 80,147 83,870
Receivables from affiliates......................................................... 4,009 2,875
Notes and other receivables......................................................... 7,036 6,123
Income taxes recoverable............................................................ -- 776
Deferred income taxes............................................................... 811 874
Real estate held for sale........................................................... 119,558 91,501
Other current assets................................................................ 16,904 18,780
----------- ------------
Total current assets.............................................................. 284,195 292,745
Furniture and equipment, net.......................................................... 19,334 16,861
Deferred income taxes................................................................. 11,840 12,440
Investments in unconsolidated subsidiaries............................................ 19,416 16,773
Goodwill, net......................................................................... 107,897 106,936
Other assets.......................................................................... 23,138 22,760
----------- ------------
$ 465,820 $ 468,515
----------- ------------
----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.................................................................... $ 30,668 $ 30,536
Accrued expenses.................................................................... 56,643 86,184
Payables to affiliates.............................................................. 1,226 1,126
Income taxes payable................................................................ 1,973 --
Current portion of long-term debt................................................... 2,405 2,724
Notes payable on real estate held for sale.......................................... 84,308 56,344
Other current liabilities........................................................... 1,597 1,348
----------- ------------
Total current liabilities......................................................... 178,820 178,262
Long-term debt, less current portion.................................................. 58,053 83,271
Other liabilities..................................................................... 732 1,003
----------- ------------
Total liabilities................................................................. 237,605 262,536
Minority interest..................................................................... 24,155 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; 35,038,836 shares
issued and 35,037,249 shares outstanding in 1999, and 34,477,825 shares issued and
34,476,238 shares outstanding in 1998............................................. 350 345
Paid-in capital....................................................................... 166,117 160,733
Retained earnings..................................................................... 40,820 33,717
Less: Stockholder loans............................................................... (296) (904)
Unearned compensation, net........................................................ (2,931) (1,879)
----------- ------------
Total stockholders' equity............................................................ 204,060 192,012
----------- ------------
$ 465,820 $ 468,515
----------- ------------
----------- ------------
</TABLE>
See accompanying notes.
2
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
----------------------------
1999 1998
------------- -------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
<S> <C> <C>
REVENUES
Property management services............................................... $ 34,152 $ 23,886
Brokerage services......................................................... 38,958 25,533
Development and construction services...................................... 25,688 10,871
Outsourcing services....................................................... 27,735 21,598
Retail services............................................................ 6,592 2,727
------------- -------------
133,125 84,615
Income from investments in unconsolidated subsidiaries..................... 245 2,415
Gain on disposition of real estate......................................... 971 866
Other income............................................................... 448 1,063
------------- -------------
134,789 88,959
COSTS AND EXPENSES
Salaries, wages, and benefits.............................................. 80,712 51,104
Commissions................................................................ 16,144 10,365
General and administrative................................................. 20,291 13,805
Depreciation............................................................... 1,771 1,085
Amortization............................................................... 1,874 329
Interest................................................................... 1,964 1,666
Minority interest.......................................................... 121 37
------------- -------------
122,877 78,391
------------- -------------
Income before income taxes................................................... 11,912 10,568
Income tax expense........................................................... 4,809 4,239
------------- -------------
Net income................................................................... $ 7,103 $ 6,329
------------- -------------
------------- -------------
Earnings per share:
Basic...................................................................... $ .21 $ .19
------------- -------------
------------- -------------
Diluted.................................................................... $ .20 $ .18
------------- -------------
------------- -------------
Weighted average common shares outstanding:
Basic...................................................................... 34,520,658 33,899,574
Diluted.................................................................... 36,232,099 36,115,203
</TABLE>
See accompanying notes.
3
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
----------------------
1999 1998
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.......................................................................... $ 7,103 $ 6,329
Adjustments to reconcile net income to net cash used in operating activities
Depreciation...................................................................... 1,771 1,085
Amortization...................................................................... 1,874 329
Amortization of employment contracts and unearned compensation.................... 575 --
Minority interest................................................................. 121 37
Deferred income tax provision..................................................... 663 865
Income from investments in unconsolidated subsidiaries............................ (245) (2,415)
Changes in operating assets and liabilities
Accounts receivable............................................................. 3,827 (3,976)
Receivables from affiliates..................................................... (1,134) (95)
Notes receivable and other assets............................................... (452) (5,048)
Real estate held for sale....................................................... (28,057) (36,415)
Notes payable on real estate held for sale...................................... 27,964 16,416
Accounts payable and accrued expenses........................................... (29,566) (16,609)
Payables to affiliates.......................................................... 100 (463)
Income taxes payable............................................................ 2,749 3,343
Deferred compensation........................................................... -- (4,582)
Other liabilities............................................................... (22) (378)
---------- ----------
Net cash used in operating activities............................................... (12,729) (41,577)
---------- ----------
INVESTING ACTIVITIES
Expenditures for furniture and equipment............................................ (4,155) (2,089)
Acquisitions of real estate service companies....................................... (2,141) (20,863)
Investments in unconsolidated subsidiaries.......................................... (3,092) (597)
Distributions from unconsolidated subsidiaries...................................... 694 2,977
---------- ----------
Net cash used in investing activities............................................... (8,694) (20,572)
---------- ----------
FINANCING ACTIVITIES
Principal payments on debt.......................................................... (25,537) (1,390)
Proceeds from debt.................................................................. -- 33,615
Contributions from minority interest................................................ 10,140 171
Distributions to minority interest.................................................. (73) (1,994)
Proceeds from exercise of stock options............................................. 1,316 74
Proceeds from issuance of common stock.............................................. 2,753 --
Collections of stockholder loans.................................................... 608 91
---------- ----------
Net cash (used in) provided by financing activities................................. (10,793) 30,567
---------- ----------
Net decrease in cash and cash equivalents........................................... (32,216) (31,582)
Cash and cash equivalents, beginning of period...................................... 87,946 96,747
---------- ----------
Cash and cash equivalents, end of period............................................ $ 55,730 $ 65,165
---------- ----------
---------- ----------
</TABLE>
See accompanying notes.
4
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 property management and
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 include the dilutive effect of options to purchase 1,711,411 and
2,215,629 shares of common stock in 1999 and 1998, respectively.
RECLASSIFICATIONS
Certain revenues and expenses for the three months ended March 31, 1998 have
been reclassified to conform to the presentation for the three months ended
March 31, 1999. As a result, certain revenue and expense items differ from the
amounts reported in previously filed documents. These reclassifications do
5
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL (CONTINUED)
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 three months ended March 31, 1999, the Company sold three real
estate projects for an aggregate sales price of $7,972, resulting in a gain on
disposition of $971. During the three months ended March 31, 1998, the Company
sold three real estate projects for an aggregate sales price of $10,209,
resulting in a gain on disposition of $866.
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Operating results for unconsolidated subsidiaries were as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
---------------------
1999 1998
---------- ---------
<S> <C> <C>
Total revenues.................................... $ 19,306 $ 13,682
Total expenses.................................... (13,390) (8,128)
---------- ---------
Net income........................................ $ 5,916 $ 5,554
---------- ---------
---------- ---------
</TABLE>
4. ACCRUED EXPENSES
Accrued expenses consists of the following:
<TABLE>
<CAPTION>
DECEMBER
MARCH 31, 31,
1999 1998
----------- -----------
<S> <C> <C>
Payroll and bonuses..................................... $ 18,062 $ 35,643
Commissions............................................. 20,213 27,549
Profit sharing.......................................... 4,240 6,179
Deferred income......................................... 3,565 2,250
Insurance accrual....................................... 1,573 2,501
Additional consideration for acquisitions............... 2,500 2,500
Other................................................... 6,490 9,562
----------- -----------
$ 56,643 $ 86,184
----------- -----------
----------- -----------
</TABLE>
6
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
5. STOCKHOLDERS' EQUITY
A summary of the Company's stock option activity for the three months ended
March 31, 1999 is as follows:
<TABLE>
<CAPTION>
EXERCISE EXERCISE EXERCISE
PRICE OF PRICE OF PRICE OF
$3.85 $17.50 TO $22.76 TO
(BELOW $22.75 (AT $36.00 (AT
MARKET MARKET MARKET
PRICE AT PRICE AT PRICE AT
GRANT DATE) GRANT DATE) GRANT DATE) TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Options outstanding:
December 31, 1998..................................... 2,123,474 2,228,951 244,759 4,597,184
Granted............................................... -- 1,118,791 8,714 1,127,505
Exercised............................................. (349,509 ) (20,861 ) -- (370,370)
Forfeited............................................. -- (105,335 ) (1,090 ) (106,425)
Expired............................................... -- -- -- --
----------- ----------- ----------- -----------
March 31, 1999........................................ 1,773,965 3,221,546 252,383 5,247,894
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Options exercisable at March 31, 1999................... 1,773,965 776,472 80,505 2,630,942
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
In the three months ended March 31, 1999, the Company issued an aggregate of
76,045 restricted shares of its common stock. These shares vest over periods
ranging from three to five years. The Company recorded $1,320 of unearned
compensation related to the issuance of these shares.
In the three months ended March 31, 1999, the Company issued 114,596 shares
of common stock under the Trammell Crow Company Employee Stock Purchase Plan.
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. At March 31, 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 and expires on June 24, 1999. The weighted average
receive rate for the swap agreement was 5.12% for the three months ended March
31, 1999. 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. If the LIBOR-based
rate is greater than the specified fixed interest rate, the differential
interest amount is refunded to the Company. In connection with this swap
agreement, the Company incurred expense of $35 for the three months ended March
31, 1999.
7. CONTINGENCIES
At March 31, 1999, the Company has guaranteed $4,798 of real estate notes
payable of others. These notes are collateralized by the underlying real estate.
The Company has outstanding letters of credit totaling $14,976 at March 31,
1999, which expire at varying dates through December 1999.
7
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
7. CONTINGENCIES (CONTINUED)
In addition, at March 31, 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.
8
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 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 MARCH 31, 1999
--------------------------------------------------
<S> <C> <C> <C> <C>
LOCAL
OUTSOURCING BUSINESS TOTAL
(1) RETAIL UNITS(2) CONSOLIDATED
----------- ----------- ----------- -----------
Revenues from external customers........................ $ 27,735 $ 6,592 $ 98,798 $ 133,125
Income from investments in unconsolidated subsidiaries.. -- -- 245 245
Gain on disposition of real estate...................... -- 18 953 971
Other................................................... 46 13 389 448
----------- ----------- ----------- -----------
Total revenues........................................ 27,781 6,623 100,385 134,789
Operating costs and expenses (3)........................ 26,410 7,895 88,572 122,877
----------- ----------- ----------- -----------
Income (loss) before income tax expense................. 1,371 (1,272) 11,813 11,912
Depreciation and amortization........................... 496 394 2,755 3,645
Interest expense........................................ 175 150 1,639 1,964
----------- ----------- ----------- -----------
EBITDA.................................................. $ 2,042 $ (728) $ 16,207 $ 17,521
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998
--------------------------------------------------
LOCAL
OUTSOURCING BUSINESS TOTAL
(1) RETAIL UNITS(2) CONSOLIDATED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues from external customers........................ $ 21,598 $ 2,727 $ 60,290 $ 84,615
Income from investments in unconsolidated subsidiaries.. -- -- 2,415 2,415
Gain on disposition on real estate...................... -- 285 581 866
Other................................................... 34 28 1,001 1,063
----------- ----------- ----------- -----------
Total revenues........................................ 21,632 3,040 64,287 88,959
Operating costs and expenses............................ 19,566 2,628 56,197 78,391
----------- ----------- ----------- -----------
Income before income tax expense........................ 2,066 412 8,090 10,568
Depreciation and amortization........................... 215 289 910 1,414
Interest expense........................................ 106 70 1,490 1,666
----------- ----------- ----------- -----------
EBITDA.................................................. $ 2,387 $ 771 $ 10,490 $ 13,648
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
- ------------------------
(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>
1999 1998
----------- -----------
<S> <C> <C>
Property management..................................... $ 34,280 $ 24,394
Brokerage............................................... 39,088 25,601
Development and investment activities................... 27,017 14,292
----------- -----------
$ 100,385 $ 64,287
----------- -----------
----------- -----------
</TABLE>
(3) Operating costs and expenses for the three months ended March 31, 1999
include non-cash compensation expense of $141 related to the Retail segment
and $434 related to the Local Business Unit segment.
9
<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 MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1998
REVENUES. The Company's total revenues increased $45.8 million, or 51.5%,
to $134.8 million in the first quarter of 1999 from $89.0 million in the first
quarter of 1998.
Property management services revenue, which represented 25.4% of the
Company's total revenue in the first quarter of 1999, increased $10.3 million,
or 43.1%, to $34.2 million in the first quarter of 1999 from $23.9 million in
the first quarter of 1998. This increase was primarily due to an overall
increase in the number of square feet under management, which was in turn
primarily attributable to 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 28.9% of the Company's first
quarter 1999 total revenue, increased $13.5 million, or 52.9%, to $39.0 million
in the first quarter of 1999 from $25.5 million in the first quarter of 1998.
The revenue growth resulted from an increase in the number of brokerage
transactions fueled by an increase of 41% in the average number of brokers
employed during the first quarter of 1999, as compared to the first quarter of
1998, 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
$26.9 million in the first quarter of 1999, and represented 20.0% of the
Company's 1999 total revenue. These revenues increased $13.0 million, or 93.5%,
from $13.9 million in the first quarter of 1998. The revenue growth was
primarily due to two significant projects on which the Company received
development fees. These two projects contributed approximately $9.0 million of
the increase. This increase
10
<PAGE>
in development fees was offset by a decrease in income from unconsolidated
subsidiaries, which decreased $2.2 million, or 91.7%, to $0.2 million in 1999
from $2.4 million in 1998 primarily as a result of lower gains on sales of
underlying real estate.
A portion of the Company's development and investment activities involves
the provision of development services to companies that invest in commercial
real estate projects. In recent months, the Company has seen some evidence that
providers of capital are beginning to take a more cautious approach regarding
investments in development projects. 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.
Outsourcing services revenues, which represented 20.5% of the Company's
first quarter 1999 total revenue, increased $6.1 million, or 28.2%, to $27.7
million in the first quarter of 1999 from $21.6 million in the first quarter of
1998. 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.
Retail revenues (including services revenues and gain on disposition of
retail build-to-suit real estate projects) totaled $6.6 million in the first
quarter of 1999, and represented 4.9% of the Company's 1999 total revenue. These
revenues increased $3.6 million, or 120.0%, from $3.0 million in the first
quarter of 1998. 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.
OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased by $44.5 million, or 56.8%, to $122.9 million in the first quarter of
1999 from $78.4 million in the first quarter of 1998.
The increase in operating costs and expenses was primarily due to a 57.9%
increase in salaries, wages, and benefits in 1999, resulting primarily from an
increase in staffing from the comparable period in the prior year. Since March
31, 1998, the Company added approximately 1,000 employees due to the Faison
Acquisition in July 1998 and support for internal growth in the Company's
business.
Commissions increased 54.8%, to $16.1 million in the first quarter of 1999
from $10.4 million in the first quarter of 1998, 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 $6.5 million, or 47.1%, to
$20.3 million in the first quarter of 1999 from $13.8 million in the first
quarter of 1998. The increase is primarily due to a company-wide increase in
administrative costs resulting from the overall increase in number of employees.
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 increased $2.6 million, or 83.9%, to $5.7 million in the
first quarter of 1999 from $3.1 million in the first quarter of 1998, primarily
as a result of amortization of goodwill related to acquisitions.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
increased $1.3 million, to $11.9 million in the first quarter of 1999 from $10.6
million in the first quarter of 1998 due to the increases in revenues and
expenses described above.
NET INCOME. Net income increased $0.8 million, to $7.1 million in the first
quarter of 1999 from $6.3 million in the first quarter of 1998.
11
<PAGE>
QUARTERLY FLUCTUATIONS/SEASONALITY
The Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of several factors, including
the timing of transactions, the commencement of new contracts, revenue mix and
the timing of additional 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 property management and
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.
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; and expenditures for real estate held for sale
and payments on notes payable associated with its development and investment
activities. 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 $12.7 million for the three
months ended March 31, 1999, compared to $41.6 million in the comparable period
in 1998. This change is primarily due to payment of profit sharing distributions
totaling $8.9 million in 1998 compared to $1.9 million in 1999, and
approximately $20.0 million used for development activity for real estate held
for sale, net of related borrowings, in 1998, as compared to less than $0.1
million used in 1999.
Net cash used in investing activities totaled $8.7 million for the three
months ended March 31, 1999, compared to $20.6 million for the same period in
1998. This change is primarily attributable to the acquisition of Tooley in
March 1998.
Net cash used by financing activities totaled $10.8 million for the three
months ended March 31, 1999, compared to net cash provided by financing
activities of $30.6 million for the same period in 1998. The change is primarily
attributable to repayment in 1999 of $25.0 million on the Company's revolving
line of credit compared to borrowings on the revolving line of credit of $33.0
million in 1998. In addition, the Company received contributions of $10.1
million from minority interest holders in the first quarter of 1999.
On December 1, 1997, the Company obtained a $150 million revolving line of
credit (the "Secured Credit Facility") arranged by NationsBank of Texas, 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 March 31,
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
12
<PAGE>
$45.0 million of these amounts. At March 31, 1999, the Company had an unused
borrowing capacity (taking into account letters of credit outstanding) under the
Secured Credit Facility of approximately $86.6 million. The Secured Credit
Facility requires the Company to enter into one or more interest rate agreements
for the Company's 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 establishes a fixed interest pay rate of 5.29% and expires on
June 24, 1999. The weighted average receive rate for the swap agreement was
5.12% for the three months ended March 31, 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 May 31, 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. On March 31, 1999, the outstanding balance
owed under the Retail BTS Facility was $4.6 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. On March 31,
1999, there was no outstanding balance under the Triple Net Facility. The Triple
Net Facility is nonrecourse to TCC Triple Net and is secured by a first mortgage
and assignment of all rents from the acquired properties. The Company will
guarantee from 10% to 40% of each such loan depending on the credit rating of
the tenant occupying the acquired property. The Company's guarantee percentage
will be reduced to 10% for any loan upon the receipt of a purchase agreement
relating to the property underlying such loan. The maximum amount of any advance
related to a single property will be either (i) 90% of the property's
acquisition costs and certain related costs (if the property's tenant has a debt
rating of BBB or higher), or (ii) 80% of the property's acquisition costs and
certain related costs (if the property's tenant has a debt rating of BB+ or
lower). The Triple Net Facility also contains various covenants, such as the
maintenance of minimum equity and liquidity of the Company and covenants
relating to certain key financial data of the Company. The restrictions
contained in such financial covenants are identical to those set forth in the
Secured Credit Facility.
The Company intends to retain earnings to finance its growth and, therefore,
does not anticipate paying any dividends in the foreseeable future. The Company
believes that funds generated from operations, together with existing cash and
available credit under the Secured Credit Facility, the Retail
13
<PAGE>
BTS Facility and the Triple Net Facility will be sufficient to finance its
current operations, planned capital expenditure requirements, payment
obligations for development purchases, acquisitions of service companies and
internal growth for the foreseeable future. The Company's need, if any, to raise
additional funds to meet its working capital and capital requirements will
depend upon numerous factors, including the success and pace of 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. The Company has
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. The Company has begun
certain aspects of the indicated remediation and is assessing alternatives for
the remainder.
The Company currently estimates that the cost of Year 2000 IT asset
inventory, assessment and remediation at all of its field offices will be
approximately $2.4 million (in excess of normal, recurring PC acquisitions and
replacements). This amount represents anticipated expenditures for Year
2000-driven remediation and commercial application software upgrades. As this
amount is an estimate, actual remediation costs may differ materially. As of
March 31, 1999, approximately $0.2 of these costs had been incurred.
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
14
<PAGE>
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, the Company began to assist owners
with the remediation of indicated Year 2000 issues in accordance with owners'
instructions. 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 second quarter of 1999.
YEAR 2000 RISKS
Significant uncertainty exists concerning the scope and magnitude of
problems associated with Year 2000 issues. While the goal of the Program is to
mitigate the impact of Year 2000 issues on the Company's operations, there can
be no assurance that it will be successful in doing so. For example, there is no
assurance that the Program itself will succeed in accomplishing its purposes or
that unforeseen circumstances will not arise during implementation of the
Program that would materially and adversely affect the Company. Year
2000-related failures of mission-critical systems or at Company-managed
properties could materially adversely affect the Company's operations and/or
financial results.
CONTINGENCY PLANS
The Company currently does not have any contingency plans in place. As the
Program initiatives described above are pursued further, the Company will
continue to consider the need for contingency plans.
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 fact that a significant portion
of the Company's historic revenues have been derived from significant business
activities with certain entities which are affiliated with a significant
stockholder,
15
<PAGE>
(ii) the conduct of investment or development activities by affiliates that are
directly competitive with the Company's activities, (iii) confusion that may be
created in the market place between the Company and such affiliates, (iv) the
control over the affairs and policies of the Company that could be exercised by
the Company's directors, officers, employees and affiliates due to their
significant stock ownership, (v) the Company's ability to continue to pursue an
aggressive growth strategy (including through acquisitions), (vi) the ability of
the Company to manage fluctuations in the Company's net earnings and cash flow
which could result from the Company's increased participation as a principal in
real estate investments, (vii) the Company's ability to compete in highly
competitive national and local business lines and (viii) the Company's ability
to attract and retain qualified personnel in all areas of its business
(particularly management). In addition, the Company's ability to achieve certain
anticipated results will be subject to other factors affecting the Company's
business that are beyond the Company's control, including but not limited to
general economic conditions (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 DISCLOSURE OF MARKET RISK
Not Applicable
16
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to
its business. In the Company's opinion, no litigation to which the Company is
currently a party, if decided adversely to the Company, is likely to have a
material adverse effect on the Company's results of operation or financial
condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K filed since December 31, 1998:
<TABLE>
<S> <C>
DATE OF REPORT ITEM REPORTED
March 18, 1999 Item 5. Other Events
</TABLE>
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
TRAMMELL CROW COMPANY
By: /s/ ROBERT E. SULENTIC
-----------------------------------------
Robert E. Sulentic
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER AND DIRECTOR (PRINCIPAL FINANCIAL
OFFICER AND DULY AUTHORIZED TO SIGN THIS
REPORT ON BEHALF OF THE REGISTRANT)
</TABLE>
Date: May 14, 1999
18
<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 THREE MONTHS
ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 55,730
<SECURITIES> 0
<RECEIVABLES> 93,133
<ALLOWANCES> 1,941
<INVENTORY> 0
<CURRENT-ASSETS> 284,195<F1>
<PP&E> 39,314
<DEPRECIATION> 19,980
<TOTAL-ASSETS> 465,820
<CURRENT-LIABILITIES> 178,820<F2>
<BONDS> 0
0
0
<COMMON> 350
<OTHER-SE> 203,710
<TOTAL-LIABILITY-AND-EQUITY> 465,820
<SALES> 0
<TOTAL-REVENUES> 134,789
<CGS> 0
<TOTAL-COSTS> 120,913
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,964
<INCOME-PRETAX> 11,912
<INCOME-TAX> 4,809
<INCOME-CONTINUING> 7,103
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,103
<EPS-PRIMARY> .21
<EPS-DILUTED> .20
<FN>
<F1>Includes real estate held for sale of $119,558.
<F2>Includes notes payable on real estate held for sale of $84,308.
</FN>
</TABLE>
