<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000,
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 1-13531
------------------------
TRAMMELL CROW COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2721454
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or organization)
2001 ROSS AVENUE 75201
SUITE 3400 (Zip Code)
DALLAS, TEXAS
(Address of principal executive
offices)
</TABLE>
(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 10, 2000 there were 34,987,085 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 March 31, 2000
(unaudited) and December 31, 1999......................... 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 2000 and 1999 (unaudited).... 4
Condensed Consolidated Statements of Stockholders' Equity
for the three months ended March 31, 2000 (unaudited) and
the year ended December 31, 1999.......................... 5
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2000 and 1999 (unaudited).... 6
Notes to Condensed Consolidated Financial Statements
(unaudited)............................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition 14
and
Results of Operations.....................................
Item 3. Quantitative and Qualitative Disclosures About Market 19
Risk......................................................
PART II. Other Information
Item 1. Legal Proceedings........................................... 20
Item 6. Exhibits and Reports on Form 8-K............................ 20
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 33,919 $ 47,528
Accounts receivable, net of allowance for doubtful
accounts of $2,857 in 2000 and $3,053 in 1999........... 111,746 122,626
Receivables from affiliates............................... 3,375 3,333
Notes and other receivables............................... 12,663 8,510
Deferred income taxes..................................... 1,585 1,585
Real estate held for sale................................. 215,235 219,390
Other current assets...................................... 19,695 16,047
-------- --------
Total current assets.................................... 398,218 419,019
Furniture and equipment, net................................ 22,261 23,116
Deferred income taxes....................................... 7,086 7,086
Investments in unconsolidated subsidiaries.................. 28,161 31,291
Goodwill, net............................................... 119,101 119,107
Other assets................................................ 41,739 38,391
-------- --------
$616,566 $638,010
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 35,818 $ 47,819
Accrued expenses.......................................... 64,353 93,273
Payables to affiliates.................................... 360 730
Income taxes payable...................................... 1,336 6,935
Current portion of long-term debt......................... 1,069 1,443
Notes payable on real estate held for sale................ 137,837 134,827
Other current liabilities................................. 1,670 2,757
-------- --------
Total current liabilities............................... 242,443 287,784
Long-term debt, less current portion........................ 82,584 62,641
Other liabilities........................................... 1,097 1,780
-------- --------
Total liabilities....................................... 326,124 352,205
Minority interest........................................... 33,867 34,153
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; 35,723,860 shares issued and 34,873,411
shares outstanding in 2000, and 35,581,620 shares issued
and 34,779,895 shares outstanding in 1999............... 357 356
Paid-in capital........................................... 175,947 174,645
Retained earnings......................................... 91,860 88,160
Less: Treasury stock...................................... (9,915) (9,363)
Stockholder loans..................................... (23) (98)
Unearned stock compensation, net...................... (1,651) (2,048)
-------- --------
Total stockholders' equity.................................. 256,575 251,652
-------- --------
$616,566 $638,010
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
---------------------------
2000 1999
------------ ------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
<S> <C> <C>
REVENUES
CORPORATE:
Facilities management..................................... $ 29,375 $ 18,165
Corporate advisory services............................... 26,119 19,768
Project management services............................... 11,588 5,342
Gain on disposition of real estate........................ 93 18
Other..................................................... 83 55
---------- ----------
67,258 43,348
INSTITUTIONAL:
Property management....................................... 39,866 37,498
Brokerage services........................................ 29,751 26,585
Development services...................................... 18,978 25,767
Income from investments in unconsolidated subsidiaries.... 1,639 245
Gain on disposition of real estate........................ 5,506 953
Other..................................................... 246 393
---------- ----------
95,986 91,441
---------- ----------
163,244 134,789
COSTS AND EXPENSES
Salaries, wages and benefits.............................. 100,863 80,712
Commissions............................................... 21,347 16,144
General and administrative................................ 25,479 20,291
Depreciation and amortization............................. 4,666 3,645
Interest.................................................. 3,501 1,964
Minority interest......................................... 1,219 121
---------- ----------
157,075 122,877
---------- ----------
Income before income taxes.................................. 6,169 11,912
Income tax expense.......................................... 2,469 4,809
---------- ----------
Net income.................................................. $ 3,700 $ 7,103
========== ==========
Earnings per share:
Basic..................................................... $ 0.11 $ 0.21
========== ==========
Diluted................................................... $ 0.10 $0.20
========== ==========
Weighted average common shares outstanding:
Basic..................................................... 34,685,582 34,520,658
Diluted................................................... 35,903,543 36,232,099
</TABLE>
See accompanying notes.
4
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2000 AND YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON SHARES COMMON UNEARNED
--------------------- STOCK PAR PAID-IN RETAINED TREASURY STOCKHOLDER STOCK
ISSUED TREASURY VALUE CAPITAL EARNINGS STOCK(1) LOANS COMPENSATION
---------- -------- --------- -------- -------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1999... 34,477,825 1,587 $345 $160,733 $33,717 $ -- $(904) $(1,879)
Net income................. -- -- -- -- 54,443 -- -- --
Issuance of restricted
stock.................... 128,347 (3,174) 1 2,226 -- -- -- (2,227)
Forfeiture of restricted
stock.................... -- 22,412 -- (162) -- (315) -- 272
Amortization of restricted
stock.................... -- -- -- -- -- -- -- 1,786
Issuance of common stock... 569,089 -- 6 10,375 -- -- -- --
Exercise of stock
options.................. 406,359 -- 4 1,473 -- -- -- --
Stock repurchase........... -- 780,900 -- -- -- (9,048) -- --
Collection of stockholder
loans.................... -- -- -- -- -- -- 806 --
---------- ------- ---- -------- ------- ------- ----- -------
Balance at December 31,
1999....................... 35,581,620 801,725 356 174,645 88,160 (9,363) (98) (2,048)
Net income................. -- -- -- -- 3,700 -- -- --
Issuance of restricted
stock.................... -- (4,250) -- -- -- 49 -- (49)
Forfeiture of restricted
stock.................... -- 3,174 -- (64) -- (35) -- 21
Amortization of restricted
stock.................... -- -- -- -- -- -- -- 425
Issuance of common stock... 142,240 -- 1 1,366 -- -- -- --
Stock repurchase........... -- 49,800 -- -- -- (566) -- --
Collection of stockholder
loans.................... -- -- -- -- -- -- 75 --
---------- ------- ---- -------- ------- ------- ----- -------
Balance at March 31, 2000.... 35,723,860 850,449 $357 $175,947 $91,860 $(9,915) $ (23) $(1,651)
========== ======= ==== ======== ======= ======= ===== =======
<CAPTION>
TOTAL
--------
<S> <C>
Balance at January 1, 1999... $192,012
Net income................. 54,443
Issuance of restricted
stock.................... --
Forfeiture of restricted
stock.................... (205)
Amortization of restricted
stock.................... 1,786
Issuance of common stock... 10,381
Exercise of stock
options.................. 1,477
Stock repurchase........... (9,048)
Collection of stockholder
loans.................... 806
--------
Balance at December 31,
1999....................... 251,652
Net income................. 3,700
Issuance of restricted
stock.................... --
Forfeiture of restricted
stock.................... (78)
Amortization of restricted
stock.................... 425
Issuance of common stock... 1,367
Stock repurchase........... (566)
Collection of stockholder
loans.................... 75
--------
Balance at March 31, 2000.... $256,575
========
</TABLE>
- ------------------------------
(1) Treasury stock at January 1, 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 THREE
MONTHS ENDED
MARCH 31
---------------------
2000 1999
--------- ---------
(IN THOUSANDS,
EXCEPT SHARE AND PER
SHARE DATA)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 3,700 $ 7,103
Adjustments to reconcile net income to net cash used in
operating activities......................................
Depreciation and amortization............................. 4,666 3,645
Amortization of employment contracts and unearned
compensation............................................ 930 575
Minority interest......................................... 1,219 121
Deferred income tax provision............................. -- 663
Income from investments in unconsolidated subsidiaries.... (1,639) (245)
Changes in operating assets and liabilities, net of
acquisitions
Accounts receivable..................................... 10,880 3,827
Receivables from affiliates............................. (42) (1,134)
Notes receivable and other assets....................... (13,001) (452)
Real estate held for sale............................... (5,470) (28,057)
Notes payable on real estate held for sale.............. 11,794 27,964
Accounts payable and accrued expenses................... (40,330) (29,566)
Payables to affiliates.................................. (370) 100
Income taxes payable.................................... (5,599) 2,749
Other liabilities....................................... (1,770) (22)
------- -------
Net cash used in operating activities....................... (35,032) (12,729)
------- -------
INVESTING ACTIVITIES
Expenditures for furniture and equipment.................... (1,536) (4,155)
Acquisitions of real estate service companies............... (1,106) (2,141)
Investments in unconsolidated subsidiaries.................. (1,681) (3,092)
Distributions from unconsolidated subsidiaries.............. 6,804 694
------- -------
Net cash provided by (used in) investing activities......... 2,481 (8,694)
------- -------
FINANCING ACTIVITIES
Principal payments on debt.................................. (20,487) (25,537)
Proceeds from debt.......................................... 40,058 --
Contributions from minority interest........................ 3,125 10,140
Distributions to minority interest.......................... (4,630) (73)
Purchase of common stock.................................... (566) --
Proceeds from exercise of stock options..................... -- 1,316
Proceeds from issuance of common stock...................... 1,367 2,753
Collections of stockholder loans............................ 75 608
------- -------
Net cash provided by (used in) financing activities......... 18,942 (10,793)
------- -------
Net decrease in cash and cash equivalents................... (13,609) (32,216)
Cash and cash equivalents, beginning of period.............. 47,528 87,946
------- -------
Cash and cash equivalents, end of period.................... $33,919 $55,730
======= =======
</TABLE>
See accompanying notes.
6
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(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, 1999. 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. 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. 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 Company accounts for income taxes using the liability method. Deferred
income taxes result from temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
federal income tax purposes, and are measured using the enacted tax rates and
laws that will be in effect when the differences reverse.
EARNINGS PER SHARE
The weighted-average common shares outstanding used to calculate diluted
earnings per share for the three months ended March 31, 2000 and 1999 include
the dilutive effect of options to purchase 1,217,961 and 1,711,441 shares of
common stock, respectively.
RECLASSIFICATIONS
As a means of addressing the comprehensive real estate service requirements
of its diverse group of clients, the Company realigned certain elements of its
business effective January 1, 2000. As a consequence of this realignment, the
reportable segments have changed from three segments in 1999, Outsourcing,
Retail and Local Business Units, to two segments, Corporate and Institutional,
in 2000. The Company delivers three core services--management services,
transaction services and development and project management services to both
corporate and institutional customers. Revenues for the three months ended
7
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL (CONTINUED)
March 31, 2000 have been presented by these service lines. Revenues for the
three months ended March 31, 1999 have been reclassified to conform to the
presentation for 2000. As a result, revenue items differ from the amounts
reported in previously filed documents. These reclassifications did not impact
net income.
2. REAL ESTATE HELD FOR SALE
During the three months ended March 31, 2000, the Company sold six real
estate projects for an aggregate sales price of $32,820, resulting in an
aggregate gain on disposition of $5,599. 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 an aggregate gain on disposition of $971.
In addition, during the three months ended March 31, 2000, the Company
received $15,160 from a real estate partnership in which it has a 10% interest,
representing reimbursement of costs expended in excess of the Company's required
capital contribution of $354. In a second transaction, the Company sold its
interest, at net book value, in another partnership which owned real estate with
a cost of $8,603 and debt and outstanding payables totaling the same amount. In
another transaction, the Company deeded land with a fair market value of $688 to
the lender under an arrangement with the lender. The fair market value of the
asset approximated the carrying value of the note. No gains or losses were
recognized on these transactions.
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Operating results for unconsolidated subsidiaries are as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
---------------------
2000 1999
--------- ---------
<S> <C> <C>
Total revenues.......................................... $ 25,367 $ 19,306
Total expenses.......................................... (17,455) (13,390)
-------- --------
Net income............................................ $ 7,912 $ 5,916
======== ========
</TABLE>
8
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
4. ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
<S> <C> <C>
Payroll and bonuses................................... $20,390 $38,387
Commissions........................................... 25,849 36,939
Deferred income....................................... 8,266 4,394
Insurance accrual..................................... 1,017 979
Additional consideration for acquisitions............. -- 2,000
Other................................................. 8,831 10,574
------- -------
$64,353 $93,273
======= =======
</TABLE>
5. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
<S> <C> <C>
Borrowings under a $150,000 line of credit with a
bank................................................ $82,105 $62,105
Capital lease obligations............................. 1,079 1,259
Note payable to entity owned by stockholder........... 250 500
Other................................................. 219 220
------- -------
Total long-term debt.................................. 83,653 64,084
Less current portion of long-term debt................ 1,069 1,443
------- -------
$82,584 $62,641
======= =======
</TABLE>
At March 31, 2000, the Company had an unused borrowing capacity (taking into
account letters of credit outstanding) under its $150,000 line of credit of
approximately $40,394.
9
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
6. STOCKHOLDERS' EQUITY
A summary of the Company's stock option activity for the three months ended
March 31, 2000 is as follows:
<TABLE>
<CAPTION>
EXERCISE EXERCISE EXERCISE EXERCISE
PRICE PRICE PRICE PRICE
OF $3.85 OF $11.44 OF $17.45 OF $26.64
(BELOW TO $17.44 TO $26.63 TO $36.00
MARKET (AT MARKET (AT MARKET (AT MARKET
PRICE AT PRICE AT PRICE AT PRICE AT
GRANT DATE) GRANT DATE) GRANT DATE) GRANT DATE) TOTAL
----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
OPTIONS OUTSTANDING:
December 31, 1999....................... 1,739,571 867,622 3,192,638 236,629 6,036,460
Granted................................. -- 1,505,843 -- -- 1,505,843
Forfeited............................... -- (16,230) (36,814) (12,698) (65,742)
--------- --------- --------- ------- ---------
March 31, 2000.......................... 1,739,571 2,357,235 3,155,824 223,931 7,476,561
========= ========= ========= ======= =========
OPTIONS EXERCISABLE AT MARCH 31, 2000... 1,739,571 18,460 1,662,225 117,887 3,538,143
========= ========= ========= ======= =========
</TABLE>
7. ACQUISITION OF REAL ESTATE SERVICE COMPANY
In July 1999, the Company acquired the business of Phoenix Corporate
Services LLC, a Cambridge, Massachusetts-based commercial real estate
outsourcing services firm, and Leeds Construction Company, Inc., an affiliated
company ("Phoenix"). The Company acquired substantially all of the assets of
Phoenix for a base purchase price of approximately $10,260 ($8,760 of which was
paid in cash at closing and the remainder of which was satisfied by issuing a
$1,500 letter of credit into escrow at closing) and 268,306 shares of common
stock. In addition, the Company agreed to pay up to an additional $2,400 in cash
if the acquired business meets certain performance thresholds. As of March 31,
2000, $1,650 of this amount was earned and paid. The Company also issued 5,619
restricted shares of common stock under the Company's Long-Term Incentive Plan
to an employee of Phoenix who became employed by the Company in connection with
the acquisition, and paid an aggregate of $600 to the two principals and an
employee of Phoenix in exchange for certain covenants not to compete. In
connection with the acquisition, which was accounted for using the purchase
method of accounting, the Company recorded goodwill of $13,107. The operations
of Phoenix are included in the Company's operations from the date of
acquisition. The Company borrowed approximately $10,000 under its credit
facility to fund the acquisition.
8. 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
10
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
8. FINANCIAL INSTRUMENTS (CONTINUED)
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. On
March 24, 2000, the interest rate swap agreement was renewed for a twelve-month
period ending March 24, 2001, with a notional amount of $150,000. This swap
agreement established a fixed interest pay rate of 6.65% on a portion of the
Company's variable rate debt. Under these 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 under these swap agreements for the three months
ended March 31, 2000 and 1999 was 6.04% and 5.12%, respectively. In connection
with these agreements, the Company recorded a reduction to interest expense of
$148 for the three months ended March 31, 2000 and incremental interest expense
of $35 for the three months ended March 31, 1999.
9. COMMITMENTS AND CONTINGENCIES
At March 31, 2000, the Company had guaranteed $10,640 of real estate notes
payable of others. These notes are collateralized by the underlying real estate.
The Company had outstanding letters of credit totaling $29,084 at March 31,
2000, which expire at varying dates through December 2000.
In addition, at March 31, 2000, the Company had 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.
10. SEGMENT INFORMATION
DESCRIPTION OF SERVICES BY SEGMENT
To respond to the ever-growing demands of its customers for fully bundled
integrated services, in January 2000, the Company realigned certain elements of
its business, resulting in a change from three segments in 1999 to two
reportable segments, Corporate and Institutional, in 2000. Both of these
segments provide real estate services, but focus on two different types of
customers.
The Corporate segment provides facilities management, corporate advisory
services and project management services to corporate customers who are
typically the primary occupants of commercial properties. Corporate customers
include users of facilities such as multinational corporations, major retailers,
hospitals and universities, as well as other business concerns.
The Institutional segment provides property management, brokerage services
and development services to institutional investors in commercial property who
typically are not the primary occupants.
11
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
10. SEGMENT INFORMATION (CONTINUED)
MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
The Company evaluates performance and allocates resources among its two
reportable segments based on income before income taxes and EBITDA (as defined
in footnote 2 to the table below). 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 defined by the type of customer to
whom the services are provided. The Corporate and Institutional segments are
managed separately because the expertise required and the needs of the customer
vary between corporate users and institutional investors. 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.
Summarized financial information for the Company's two reportable segments
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999(3)
-------- --------
<S> <C> <C>
CORPORATE:
Total revenues.......................................... $ 67,258 $ 43,348
Operating costs and expenses(1)......................... 66,394 42,953
-------- --------
Income before income tax expense........................ 864 395
Depreciation and amortization........................... 1,941 1,067
Interest expense........................................ 637 257
-------- --------
EBITDA(2)............................................... $ 3,442 $ 1,719
======== ========
Assets.................................................. $193,318 $117,628
======== ========
</TABLE>
12
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
10. SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
2000 1999(3)
-------- --------
<S> <C> <C>
INSTITUTIONAL:
Total revenues.......................................... $ 95,986 $ 91,441
Operating costs and expenses(1)......................... 90,681 79,924
-------- --------
Income before income tax expense........................ 5,305 11,517
Depreciation and amortization........................... 2,725 2,578
Interest expense........................................ 2,864 1,707
-------- --------
EBITDA(2)............................................... $ 10,894 $ 15,802
======== ========
Assets.................................................. $423,248 $348,192
======== ========
TOTAL:
Total revenues.......................................... $163,244 $134,789
Operating costs and expenses(1)......................... 157,075 122,877
-------- --------
Income before income tax expense........................ 6,169 11,912
Depreciation and amortization........................... 4,666 3,645
Interest expense........................................ 3,501 1,964
-------- --------
EBITDA(2)............................................... $ 14,336 $ 17,521
======== ========
Total assets............................................ $616,566 $465,820
======== ========
</TABLE>
- ------------------------
(1) Operating costs and expenses include non-cash compensation expense of $398
and $141 related to the Corporate segment and $532 and $434 related to the
Institutional segment in 2000 and 1999, respectively.
(2) 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.
(3) The 1999 segment information has been reclassified as a result of the
changes in the Company's reportable segments effective January 1, 2000.
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
unaudited 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 realigned certain elements of its business effective January 1,
2000. As a consequence of this realignment, the reportable segments have changed
from three segments in 1999, Outsourcing, Retail and Local Business Units, to
two segments, Corporate and Institutional, in 2000 to respond to the
ever-growing demands of the Company's customers for fully bundled integrated
services. The Company delivers three core services--management services,
transaction services and development and project management services--to both
corporate and institutional customers.
The Corporate segment provides services to users of space who are typically
the primary occupants of commercial properties and include multinational
corporations, hospitals and universities. As part of the realignment, the
Company consolidated all pieces of its business focused on corporate customers,
including major retailers. Thus, tenant representation and build-to-suit
services for corporate and retail customers are part of the Company's integrated
corporate services offering. The management services provided under the
Corporate segment consist primarily of facilities management, which entails
providing comprehensive day-to-day occupancy related services, principally to
large corporations that occupy commercial facilities in multiple locations.
These services include administration and day-to-day maintenance and repair of
client-occupied facilities. Transaction services provided by the Corporate
segment include corporate advisory services such as portfolio management and
tenant representation. Project management services provided by the Corporate
segment include strategic functions such as space planning and relocation
coordination, development and financial services.
The Institutional segment provides services to investors and landlords who
typically are not the primary occupants of the commercial properties with
respect to which services are performed. Management services provided by the
Institutional segment include property management services relating to all
aspects of building operations, tenant relations and oversight of building
improvement processes. Transaction services provided by the Institutional
segment include brokerage services such as project leasing and investment sales
whereby the Company advises buyers, sellers and landlords in connection with the
sale and leasing of office, industrial and retail space and land. Development
services provided by the Institutional segment include comprehensive project
development and construction services and the acquisition and disposition of
commercial real estate projects. The development and construction services
provided 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.
RESULTS OF OPERATIONS--THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1999
REVENUES. The Company's total revenues increased $28.4 million, or 21.1%,
to $163.2 million in the first quarter of 2000 from $134.8 million in the first
quarter of 1999.
CORPORATE REVENUES
Facilities management revenue, which represented 18.0% of the Company's
total revenue in the first quarter of 2000, increased $11.2 million, or 61.5%,
to $29.4 million in the first quarter of 2000 from $18.2 million in the first
quarter of 1999. The revenue growth primarily resulted from (i) the acquisition
of
14
<PAGE>
a real estate outsourcing services firm in July 1999, (ii) the addition of
several new customers subsequent to the first quarter of 1999, and (iii) the
expansion of services provided to existing customers.
Corporate advisory services revenue, which represented 16.0% of the
Company's total revenue in the first quarter of 2000, increased $6.3 million, or
31.8%, to $26.1 million in the first quarter of 2000 from $19.8 million in the
first quarter of 1999. The revenue growth resulted from an increase in the
number of brokerage transactions, fueled by an increase in the average number of
brokers employed during the first quarter of 2000, as compared to the first
quarter of 1999, coupled with an increased focus on larger transactions.
Revenues from project management activities (consisting of project
management service fees and gain on disposition of real estate) totaled
$11.7 million in the first quarter of 2000, and represented 7.2% of the
Company's total revenue in the first quarter of 2000. These revenues increased
$6.3 million, or 116.7%, from $5.4 million in the first quarter of 1999. The
revenue growth was primarily due to the acquisition of a real estate outsourcing
services firm in July 1999 and the expansion of services provided to existing
customers.
INSTITUTIONAL REVENUES
Property management revenue, which represented 24.4% of the Company's total
revenue in the first quarter of 2000, increased $2.4 million, or 6.4%, to
$39.9 million in the first quarter of 2000 from $37.5 million in the first
quarter of 1999. This increase was primarily due to an overall increase in the
total number of square feet under management.
Brokerage services revenue, which represented 18.3% of the Company's total
revenue in the first quarter of 2000, increased $3.2 million, or 12.0%, to
$29.8 million in the first quarter of 2000 from $26.6 million in the first
quarter of 1999. The revenue growth resulted from an increase in the number of
brokerage transactions, fueled by an increase in the average number of brokers
employed during the first quarter of 2000, as compared to the first quarter of
1999, coupled with an increased focus on larger transactions.
Revenues from development and investment activities (consisting of
development and construction services fees, income from investments in
unconsolidated subsidiaries and gain on disposition of real estate) totaled
$26.1 million in the first quarter of 2000, and represented 16.0% of the
Company's 2000 total revenue. These revenues decreased $0.9 million, or 3.3%,
from $27.0 million in the first quarter of 1999. The decrease is primarily
attributable to a decrease of $6.8 million in development and construction
management fees in the first quarter of 2000. In the first quarter of 1999, two
significant projects from which the Company received development fees
contributed approximately $9.0 million of revenues, while in the first quarter
of 2000 the Company generated development fees of approximately $2.2 million
from its two largest projects. The decrease in development and construction
management fees was offset by an increase in gain on disposition of real estate
of $4.5 million and an increase in income from unconsolidated subsidiaries
resulting from the sale of underlying real estate, which increased $1.4 million
in the first quarter of 2000.
A portion of the Company's development and investment activities involves
the provision of development services to companies that invest in commercial
real estate projects. During the last half of 1998, the Company observed
evidence that providers of capital for real estate investment were beginning to
take a more cautious approach regarding investments in development projects, and
through the first quarter of 2000, continued to note such caution on the part of
capital providers. The Company expects that this trend, together with increases
in interest rates during 1999 and thus far in 2000, will cause the Company's
development and investment revenues and profits in 2000 to be relatively
consistent with 1999 levels.
OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased $34.2 million, or 27.8%, to $157.1 million in the first quarter of
2000 from $122.9 million in the first quarter of 1999.
15
<PAGE>
The increase in operating costs and expenses was largely due to a 25.0%
increase in salaries, wages, and benefits in the first quarter of 2000,
resulting primarily from increases in staffing to support internal growth in the
Company's business, including new assignments for the Company's outsourcing
business, and the acquisition of a real estate outsourcing firm in July 1999.
Commissions increased $5.2 million, or 32.3%, to $21.3 million, in the first
quarter of 2000 from $16.1 million in the first quarter of 1999. The change is
primarily a result of the increased brokerage activities giving rise to the
significant growth in the Company's corporate advisory and brokerage services
revenues, coupled with more revenues derived from tenant representation and
investment sales transactions, which command higher commission payouts to
brokers than project leasing.
General and administrative expenses increased $5.2 million, or 25.6%, to
$25.5 million in the first quarter of 2000 from $20.3 million in the first
quarter of 1999. The increase is primarily due to a company-wide increase in
administrative costs resulting from the overall increase in number of employees
(approximately 5,700 at March 31, 1999 and approximately 6,400 at March 31,
2000) and, to a lesser extent, an increase in management information systems
costs.
Other expenses (consisting of depreciation, amortization, interest and
minority interest) increased $3.7 million, or 64.9%, to $9.4 million in the
first quarter of 2000 from $5.7 million in the first quarter of 1999. The
increase in other expenses is primarily a result of an increase in minority
interest of approximately $1.1 million and increased interest expense of
approximately $1.5 million related to real estate held for sale.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
decreased $5.7 million to $6.2 million in the first quarter of 2000 from
$11.9 million in the first quarter of 1999. The decrease in the first quarter of
2000 is attributable to a change in the composition of development and
transaction services revenue and an increase in salaries, wages and benefits. In
the first quarter of 1999, the Company's development services included two large
transactions as noted above that contributed significantly to net income before
taxes. In the first quarter of 2000, the Company derived more of its transaction
services revenue from tenant representation and investment sales transactions
which command a higher commission payout to brokers than project leasing. The
Company believes that the current quarter results are not indicative of full
year results due to changes in revenue composition from quarter to quarter and
expects the net income before taxes margin for the full year to be relatively
consistent with 1999 results.
NET INCOME. Net income decreased $3.4 million, to $3.7 million in the first
quarter of 2000 from $7.1 million in the first quarter of 1999, due to the
fluctuations in revenues and expenses described above.
QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY
The results of operations for any quarter are not necessarily indicative of
results for any future period. The Company's revenues and operating margins 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. The timing and introduction of new contracts, the
disposition of investments in real estate assets and other factors may also
cause quarterly fluctuations in the Company's results of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources requirements include the
funding of working capital needs, primarily accounts receivable from its
clients; the funding of capital investments, including the acquisition of other
real estate service companies; expenditures for real estate held for sale and
payments on notes payable associated with its development and investment
activities; and expenditures related to upgrading the Company's management
information systems. The Company finances its operations with internally
generated funds and borrowings under the Credit Facility (described below). The
portion of the Company's development and investment business that includes the
acquisition and development of real
16
<PAGE>
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 $35.0 million for the three
months ended March 31, 2000, compared to $12.7 million for the same period in
1999. This change is primarily due to a $40.3 million decrease in accounts
payable and accrued expenses in 2000 compared to a decrease of $29.6 million in
1999. This decrease in 2000 is primarily a result of payment in 2000 of amounts
owed related to development activity. The changes are also a result of an
increase of $13.0 million in notes receivable and other assets in 2000 compared
to an increase of only $0.5 in 1999, primarily related to development activity.
The increase was partially offset by $6.3 million provided by development
activity (real estate held for sale, net of related borrowings) in 2000,
compared to $0.1 used for the same period in 1999.
Net cash provided by investing activities totaled $2.5 million for the three
months ended March 31, 2000, compared to net cash used in investing activities
of $8.7 million for the same period in 1999. This change is primarily due to an
increase of $7.5 million in distributions from unconsolidated subsidiaries, net
of additional investments, and a decrease of $2.7 million in expenditures for
furniture and equipment in the first quarter of 2000.
Net cash provided by financing activities totaled $18.9 million for the
three months ended March 31, 2000, compared to net cash used in financing
activities of $10.8 million for the same period in 1999. This change is
primarily attributable to borrowings, net of payments, in 2000 of $19.6 million
under the Credit Facility, compared to net payments of $25.5 million in 1999. In
addition, the Company made distributions to minority interest holders, net of
contributions, of $1.5 million in 2000, compared to contributions from minority
interest holders, net of distributions, of $10.1 million in 1999. The Company
also received $4.1 million in 1999 from the exercise of stock options and
issuance of common stock, compared to $1.4 million from issuance of common stock
in 2000.
The Company has a $150 million revolving line of credit arranged by Bank of
America, N.A., as the administrative agent (the "Administrative Agent"). In
December 1999, the Company, under the terms of the revolving line of credit,
exercised the first of its two one-year extension options and subsequently
amended the revolving line of credit (the "Credit Facility"). Under the terms of
the Credit Facility, the Company can obtain loans which are Base Rate Loans or
Eurodollar Rate Loans. Base Rate Loans bear interest at a base rate, which is
the higher of the prime lending rate announced from time-to-time by the
Administrative Agent or an average federal funds rate plus 0.5%. Eurodollar Rate
Loans bear interest at an adjusted Eurodollar rate plus a margin which ranges
from 1.25% to 1.75%, depending upon the Company's leverage ratio at the date the
margin is determined. The Credit Facility contains various covenants such as the
maintenance of minimum equity and liquidity and covenants relating to certain
key financial data. The Credit Facility also includes limitations on payment of
cash dividends or other distributions of assets and certain restrictions on
investments and acquisitions that can be made by the Company. The covenants
contained in the Credit Facility and the amount of the Company's other
borrowings and contingent liabilities may have the effect of limiting the credit
available to the Company under the Credit Facility to an amount less than the
$150 million commitment. At March 31, 2000, the Company had outstanding
borrowings of $82.1 million and unused borrowing capacity (taking into account
letters of credit outstanding) under the Credit Facility of approximately
$40.4 million. The 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 established a fixed
interest pay rate of 5.29% and expired on June 24, 1999. In June 1999, the
Company entered into a second swap agreement with a notional amount of
$125.0 million and a fixed interest pay rate of 5.52%. This agreement expired on
March 24, 2000. On March 24, 2000, the Company entered into a new swap agreement
that expires on March 24, 2001 with a notional amount of $150.0 million and a
fixed interest pay rate of 6.65%. The weighted average receive rate for the swap
agreement was 6.04% for the period ended March 31, 2000. The Company's
participation in derivative transactions has
17
<PAGE>
been designed for hedging purposes, and derivative instruments are not held for
trading purposes. The shares of certain subsidiaries of the Company,
individually representing 5% or more of the consolidated assets, revenues or
earnings of the Company, are pledged as security for the Credit Facility. The
Company expects to continue to borrow under the Credit Facility to finance
future strategic acquisitions and investments, fund its co-investment activities
with its customers 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"). In September 1999, the
Retail BTS Facility was modified to increase the credit facility to
$30.0 million. Under the modified terms of the Retail BTS Facility, until
July 31, 2000, 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, 2000, the outstanding balance owed under the Retail BTS
Facility was $2.8 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. The Company must also guarantee the
repayment obligations under the Retail BTS Facility with respect to such loans
and must guarantee the timely lien-free completion of each retail facility to
which such loans relate. As guarantor, the Company is subject to various
covenants consistent with financial covenants required by the Credit Facility.
The Retail BTS Facility also contains various covenants, such as the maintenance
of a minimum net worth and liquidity of TC BTS and prohibition on other TC BTS
guarantees of build-to-suit retail projects.
In December 1998, 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 or prime rate, the proceeds of which must be used for the acquisition of
retail properties subject to "triple net" leases. On March 31, 2000, 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 qualifying 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 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 Credit Facility, the Retail BTS Facility and 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 purchases, acquisitions of
service companies and internal growth for the foreseeable future. The Company's
need, if any, to raise additional funds to meet its working capital and capital
requirements will depend upon numerous factors, including the success and pace
of its implementation of its growth strategy and related initiatives. 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.
18
<PAGE>
RECENT DEVELOPMENTS
In November 1999, the Company announced that its Board of Directors had
approved a stock repurchase program. The repurchase program authorized the
repurchase of up to $10.0 million of the Company's common stock from time to
time in open market purchases or through privately negotiated transactions.
Through December 31, 1999, the Company had purchased 780,900 shares at an
average cost of $11.59 per share with funds generated from operations and
existing cash. Through March 31, 2000, the Company had repurchased a total of
830,700 shares at an average cost of $11.57 per share. The Company placed the
repurchased shares in treasury and expects that the shares will be reissued in
connection with the Company's employee stock purchase plan and option exercises
or restricted stock grants under the Company's Long-Term Incentive Plan, as well
as for other corporate purposes.
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
transactions, (ii) the ability of the Company to implement cost containment
measures and achieve economies of scale, (iii) the ability of the Company to
implement and manage effectively its e-commerce initiatives, (iv) the ability of
the Company to compete effectively in the international arena, (v) the ability
of the Company to attract new outsourcing customers, (vi) the ability of the
Company to manage fluctuations in net earnings and cash flow which could result
from the Company's participation as a principal in real estate investments,
(vii) the Company's ability to continue to pursue an aggressive growth strategy,
(viii) the Company's ability to compete in highly competitive national and local
business lines and (ix) the Company's ability to attract and retain qualified
personnel in all areas of its business (particularly management). In addition,
the Company's ability to achieve certain anticipated results will be subject to
other factors affecting the Company's business that are beyond the Company's
control, including but not limited to general economic conditions (including the
availability of capital for investment in real estate) and the effect of
government regulation on the conduct of the Company's business. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such statements or publicly announce any updates or revisions to any of the
forward-looking statements contained herein to reflect any change in the
Company's expectation with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements. Reference is hereby
made to disclosures contained under heading "Risk Factors" in "Item 1. Business"
of the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 29, 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company considered the provision of Financial Reporting Release No. 48
"Disclosure of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information about Market Risk Inherent in Derivative Financial Instruments,
Other Financial Instruments and Derivative Commodity Instruments." A review of
the Company's financial instruments, such as its variable rate debt and interest
rate swap, revealed that the Company has exposure to interest rate risk. The
Company utilized sensitivity analyses to assess the potential effect of this
risk and concluded that near-term changes in interest rates should not
materially adversely affect the Company's financial position, results of
operations or cash flows.
19
<PAGE>
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to its
business. In the Company's opinion, no litigation to which the Company is
currently a party, if decided adversely to the Company, is likely to have a
material adverse effect on the Company's results of operations, cash flows or
financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K filed since December 31, 1999:
None
20
<PAGE>
SIGNATURE
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 15, 2000
21
<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, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 33,919
<SECURITIES> 0
<RECEIVABLES> 130,641
<ALLOWANCES> 2,857
<INVENTORY> 0
<CURRENT-ASSETS> 398,218<F1>
<PP&E> 50,916
<DEPRECIATION> 28,700
<TOTAL-ASSETS> 616,566
<CURRENT-LIABILITIES> 242,443<F2>
<BONDS> 0
0
0
<COMMON> 357
<OTHER-SE> 256,218
<TOTAL-LIABILITY-AND-EQUITY> 616,566
<SALES> 0
<TOTAL-REVENUES> 163,244
<CGS> 0
<TOTAL-COSTS> 153,574
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,501
<INCOME-PRETAX> 6,169
<INCOME-TAX> 2,469
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,700
<EPS-BASIC> .11
<EPS-DILUTED> .10
<FN>
<F1> INCLUDES REAL ESTATE HELD FOR SALE OF $215,235.
<F2> INCLUDES NOTES PAYABLE ON REAL ESTATE HELD FOR SALE OF $137,837.
</FN>
</TABLE>
