<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
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000,
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
</TABLE>
------------------------
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 November 8, 2000 there were 35,324,991 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 September 30,
2000 (unaudited) and December 31, 1999...................... 3
Condensed Consolidated Statements of Income for the three
and nine months ended September 30, 2000 and 1999
(unaudited)................................................. 4
Condensed Consolidated Statements of Stockholders' Equity
for the nine months ended September 30, 2000 (unaudited) and
the year ended December 31, 1999............................ 5
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2000 and 1999 (unaudited) 6
Condensed Consolidated Statements of Comprehensive Income
for the three and nine months ended September 30, 2000 and
1999 (unaudited)............................................ 7
Notes to Condensed Consolidated Financial Statements
(unaudited)................................................. 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 17
Item 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 24
PART II. Other Information
Item 1. Legal Proceedings........................................... 24
Item 6. Exhibits and Reports on Form 8-K............................ 24
</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>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents................................. $ 22,379 $ 47,528
Accounts receivable, net of allowance for doubtful
accounts of $3,727 in 2000 and $3,053 in 1999........... 133,270 122,626
Receivables from affiliates............................... 4,552 3,333
Notes and other receivables............................... 16,806 8,510
Deferred income taxes..................................... 1,798 1,585
Real estate held for sale................................. 262,612 219,390
Other current assets...................................... 23,486 16,047
-------- --------
Total current assets...................................... 464,903 419,019
Furniture and equipment, net................................ 25,852 23,116
Deferred income taxes....................................... 6,945 7,086
Investments in unconsolidated subsidiaries.................. 67,630 37,291
Goodwill, net............................................... 126,339 119,107
Other assets................................................ 40,845 32,391
-------- --------
$732,514 $638,010
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 59,727 $ 47,819
Accrued expenses.......................................... 91,704 93,273
Payables to affiliates.................................... 270 730
Income taxes payable...................................... 4,215 6,935
Current portion of long-term debt......................... 1,956 1,443
Notes payable on real estate held for sale................ 167,585 134,827
Other current liabilities................................. 9,087 2,757
-------- --------
Total current liabilities................................. 334,544 287,784
Long-term debt, less current portion........................ 74,330 62,641
Other liabilities........................................... 1,524 1,780
-------- --------
Total liabilities......................................... 410,398 352,205
Minority interest........................................... 38,692 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; 35,804,896 shares issued and 35,288,491
shares outstanding in 2000, and 35,581,620 shares issued
and 34,779,895 shares outstanding in 1999............... 358 356
Paid-in capital........................................... 176,199 174,645
Retained earnings......................................... 116,484 88,160
Accumulated other comprehensive income (loss)............. (585) --
Less: Treasury stock...................................... (6,031) (9,363)
Stockholder loans.................................... -- (98)
Unearned stock compensation, net..................... (3,001) (2,048)
-------- --------
Total stockholders' equity.................................. 283,424 251,652
-------- --------
$732,514 $638,010
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
REVENUES
CORPORATE:
Facilities management....................... $ 35,882 $ 26,589 $ 96,562 $ 66,367
Corporate advisory services................. 35,850 21,324 100,367 64,450
Project management services................. 16,686 9,630 40,241 21,434
Gain on disposition of real estate.......... 1,414 686 1,582 674
Other....................................... 7 47 154 151
---------- ---------- ---------- ----------
89,839 58,276 238,906 153,076
INSTITUTIONAL:
Property management......................... 36,924 39,403 116,415 113,918
Brokerage services.......................... 34,772 39,255 104,064 97,933
Development services........................ 24,389 22,291 63,996 65,412
Income from investments in unconsolidated
subsidiaries.............................. 1,135 19,817 3,698 22,153
Gain on disposition of real estate.......... 15,355 16,154 23,659 26,264
Other....................................... 343 486 1,353 1,451
---------- ---------- ---------- ----------
112,918 137,406 313,185 327,131
---------- ---------- ---------- ----------
202,757 195,682 552,091 480,207
COSTS AND EXPENSES
Salaries, wages and benefits................ 110,305 94,318 311,470 256,923
Commissions................................. 27,976 23,309 80,243 61,033
General and administrative.................. 26,044 26,114 79,846 71,483
Depreciation and amortization............... 6,077 4,704 17,094 12,471
Interest.................................... 4,020 3,122 11,764 7,040
Minority interest........................... 740 16,406 3,920 17,813
---------- ---------- ---------- ----------
175,162 167,973 504,337 426,763
---------- ---------- ---------- ----------
Income before income taxes.................... 27,595 27,709 47,754 53,444
Income tax expense............................ 10,960 11,010 19,026 21,378
---------- ---------- ---------- ----------
Net income.................................... $ 16,635 $ 16,699 $ 28,728 $ 32,066
========== ========== ========== ==========
Earnings per share:
Basic....................................... $ 0.48 $ 0.47 $ 0.83 $ 0.92
========== ========== ========== ==========
Diluted..................................... $ 0.46 $ 0.46 $ 0.80 $ 0.88
========== ========== ========== ==========
Weighted average common shares outstanding:
Basic....................................... 34,956,918 35,333,615 34,798,545 34,933,006
Diluted..................................... 36,284,313 36,651,381 36,069,390 36,416,398
</TABLE>
See accompanying notes.
4
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED) AND YEAR ENDED DECEMBER 31,
1999
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON SHARES COMMON OTHER
--------------------- STOCK PAID-IN RETAINED COMPREHENSIVE TREASURY STOCKHOLDER
ISSUED TREASURY PAR VALUE CAPITAL EARNINGS INCOME (LOSS) STOCK(1) LOANS
---------- -------- --------- -------- -------- -------------- -------- -----------
<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)
Net income............. -- -- -- -- 54,443 -- -- --
Issuance of restricted
stock................ 128,347 (3,174) 1 2,226 -- -- -- --
Forfeiture of
restricted stock..... -- 22,412 -- (162) -- -- (315) --
Amortization of
unearned stock
compensation......... -- -- -- -- -- -- -- --
Issuance of common
stock................ 975,448 -- 10 11,848 -- -- -- --
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)
Net income............. -- -- -- -- 28,728 -- -- --
Issuance of restricted
stock................ -- (202,753) -- 11 (45) -- 2,365 --
Forfeiture of
restricted stock..... -- 9,761 -- (109) -- -- (117) --
Amortization of
unearned stock
compensation......... -- -- -- -- -- -- -- --
Issuance of common
stock................ 223,276 (142,128) 2 1,652 (359) -- 1,650 --
Stock repurchase....... -- 49,800 -- -- -- -- (566) --
Foreign currency
translation
adjustment........... -- -- -- -- -- (585) -- --
Collection of
stockholder loans.... -- -- -- -- -- -- -- 98
---------- -------- ---- -------- -------- ----- ------- -----
Balance at September 30,
2000................... 35,804,896 516,405 $358 $176,199 $116,484 $(585) $(6,031) $ --
========== ======== ==== ======== ======== ===== ======= =====
<CAPTION>
UNEARNED
STOCK
COMPENSATION TOTAL
------------- --------
<S> <C> <C>
Balance at January 1,
1999................... $(1,879) $192,012
Net income............. -- 54,443
Issuance of restricted
stock................ (2,227) --
Forfeiture of
restricted stock..... 272 (205)
Amortization of
unearned stock
compensation......... 1,786 1,786
Issuance of common
stock................ -- 11,858
Stock repurchase....... -- (9,048)
Collection of
stockholder loans.... -- 806
------- --------
Balance at December 31,
1999................... (2,048) 251,652
Net income............. -- 28,728
Issuance of restricted
stock................ (2,331) --
Forfeiture of
restricted stock..... 80 (146)
Amortization of
unearned stock
compensation......... 1,298 1,298
Issuance of common
stock................ -- 2,945
Stock repurchase....... -- (566)
Foreign currency
translation
adjustment........... -- (585)
Collection of
stockholder loans.... -- 98
------- --------
Balance at September 30,
2000................... $(3,001) $283,424
======= ========
</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 NINE MONTHS
ENDED SEPTEMBER 30
2000 1999
--------- --------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 28,728 $ 32,066
Adjustments to reconcile net income to net cash provided by
(used in) operating activities
Depreciation and amortization............................. 17,094 12,471
Amortization of employment contracts and unearned stock
compensation............................................ 3,339 2,536
Expense for stock issued to vendors....................... -- 172
Minority interest......................................... 3,920 17,813
Deferred income tax provision............................. (72) 4,036
Income from investments in unconsolidated subsidiaries.... (3,698) (22,153)
Changes in operating assets and liabilities, net of
acquisitions
Accounts receivable..................................... (10,644) (16,813)
Receivables from affiliates............................. (1,219) (3,415)
Notes receivable and other assets....................... (31,552) (4,895)
Real estate held for sale............................... (66,491) (80,794)
Notes payable on real estate held for sale.............. 55,106 50,487
Accounts payable and accrued expenses................... 11,010 (1,494)
Payables to affiliates.................................. (460) (512)
Income taxes payable.................................... (2,720) 6,292
Other liabilities....................................... 6,074 264
--------- --------
Net cash provided by (used in) operating activities......... 8,415 (3,939)
INVESTING ACTIVITIES
Expenditures for furniture and equipment.................... (11,470) (11,586)
Acquisitions of real estate service companies............... (7,981) (12,382)
Investments in unconsolidated subsidiaries.................. (36,836) (11,155)
Distributions from unconsolidated subsidiaries.............. 10,106 20,697
--------- --------
Net cash used in investing activities....................... (46,181) (14,426)
FINANCING ACTIVITIES
Principal payments on debt.................................. (121,016) (36,789)
Proceeds from debt.......................................... 133,218 15,371
Contributions from minority interest........................ 6,943 14,447
Distributions to minority interest.......................... (9,005) (12,765)
Purchase of common stock.................................... (566) --
Proceeds from exercise of stock options..................... 287 1,477
Proceeds from issuance of common stock...................... 2,658 4,700
Collections of stockholder loans............................ 98 806
--------- --------
Net cash provided by (used in) financing activities......... 12,617 (12,753)
--------- --------
Net decrease in cash and cash equivalents................... (25,149) (31,118)
--------- --------
Cash and cash equivalents, beginning of period.............. 47,528 87,946
--------- --------
Cash and cash equivalents, end of period.................... $ 22,379 $ 56,828
========= ========
</TABLE>
See accompanying notes.
6
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
---------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Net income.......................................... $16,635 $16,699 $28,728 $32,066
Other comprehensive income (loss):
Foreign currency translation adjustments.......... (585) -- (585) --
------- ------- ------- -------
Comprehensive income................................ $16,050 $16,699 $28,143 $32,066
======= ======= ======= =======
</TABLE>
See accompanying notes.
7
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 trend upward throughout the year, particularly in the
last quarter of the year, 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 and nine months ended September 30, 2000
include the dilutive effect of options to purchase 1,327,395 and 1,270,845
shares of common stock, respectively. The weighted-average shares outstanding
used to calculate diluted earnings per share for the three and nine months ended
September 30, 1999 include the dilutive effect of options to purchase 1,317,766
and 1,483,392 shares of common stock, respectively.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended, which is required to be adopted in years beginning after June 15, 2000.
The Company is expected to adopt the new Statement effective January 1,
8
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL (CONTINUED)
2001. The Statement will require the Company to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge, depending on the nature
of the hedge, changes in the fair value of the derivatives will either be offset
against the change in fair value of the hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of the
derivative's change in fair value will be immediately recognized in earnings. At
September 30, 2000, based on the Company's derivative position with respect to
its interest rate swap and based on market interest rates at September 30, 2000,
the Company estimates that adoption of the statement will not have a significant
impact on earnings or the financial position of the Company. However, upon
adoption in 2001, the impact on earnings or the financial position of the
Company will depend upon the notional amounts of the interest rate swap, the
Company's debt outstanding at the effective date and the relative level of
interest rates.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 summarizes certain of the SEC's views in applying generally
accepted accounting principles to revenue recognition in financial statements.
SAB 101 is not a rule or interpretation of the SEC; however, it represents
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws. The Company does not believe that
the interpretations outlined in SAB 101 will have an impact on the Company's
revenue recognition policies.
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. Consequently, the three reportable segments
in 1999, Outsourcing, Retail and Local Business Units, have been realigned into
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 and nine months ended September 30, 2000 have been
presented by these service lines. Revenues for the three and nine months ended
September 30, 1999 have been reclassified to conform to the presentation for
2000. As a result, the classification of 1999 revenue items differ from the
amounts reported in previously filed documents. These reclassifications did not
impact net income.
In addition, in the second quarter of 2000, as the Company increased its
activities in and assigned more dedicated resources to e-commerce, the Company
began reporting these activities, including related overhead, in a third
reportable segment. Assets at December 31, 1999 have been reclassified to
conform to the presentation in 2000. As a result, 1999 asset items differ from
amounts reported in previously filed documents. These reclassifications did not
impact total assets.
9
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
2. REAL ESTATE HELD FOR SALE
During the nine months ended September 30, 2000, the Company sold 23 real
estate projects for an aggregate sales price of $97,836, resulting in an
aggregate gain on disposition of $25,241. During the nine months ended
September 30, 1999, the Company sold 18 real estate projects for an aggregate
sales price of $106,050, resulting in an aggregate gain on disposition of
$26,938.
In addition, during the nine months ended September 30, 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 two other transactions, the Company sold its
interest, at net book value, in the partnerships which owned real estate with an
aggregate cost of $16,827 and debt and outstanding payables totaling the same
amount. Under arrangements with lenders, the Company deeded land to lenders with
an aggregate fair market value of $6,108 in two additional transactions.
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Investments in unconsolidated subsidiaries consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Real estate development..................................... $26,958 $28,759
E-Commerce (See Note 10).................................... 17,149 6,000
Other....................................................... 23,523 2,532
------- -------
$67,630 $37,291
======= =======
</TABLE>
On June 30, 2000, the Company purchased approximately 10.0% of the
outstanding stock of Savills plc ("Savills"), a property services firm
headquartered in the United Kingdom and a leading provider of real estate
services in Europe, Asia-Pacific and Australia, for approximately $21,000. The
investment is classified as an "other" investment in the table above.
10
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES (CONTINUED)
Operating results for equity method investments included in the above table
are as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30 ENDED SEPTEMBER 30
---------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REAL ESTATE DEVELOPMENT:
Total revenues..................................... $12,614 $40,621 $ 33,487 $61,537
Total expenses..................................... 14,434 2,232 23,476 17,812
------- ------- -------- -------
Net income (loss).................................. $(1,820) $38,389 $ 10,011 $43,725
======= ======= ======== =======
OTHER:
Total revenues..................................... $67,507 $19,323 $ 85,432 $35,688
Total expenses..................................... 62,128 18,842 78,570 33,513
------- ------- -------- -------
Net income......................................... $ 5,379 $ 481 $ 6,862 $ 2,175
======= ======= ======== =======
TOTAL:
Total revenues..................................... $80,121 $59,944 $118,919 $97,225
Total expenses..................................... 76,562 21,074 102,046 51,325
------- ------- -------- -------
Net income......................................... $ 3,559 $38,870 $ 16,873 $45,900
======= ======= ======== =======
</TABLE>
4. ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Payroll and bonuses......................................... $45,343 $38,387
Commissions................................................. 30,087 36,939
Deferred income............................................. 8,595 4,394
Insurance accrual........................................... 214 979
Additional consideration for acquisitions................... -- 2,000
Other....................................................... 7,465 10,574
------- -------
$91,704 $93,273
======= =======
</TABLE>
11
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
5. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
<S> <C> <C>
Borrowings under a $150,000 line of credit with a bank...... $72,105 $62,105
Borrowings under a $25,000 line of credit with a bank....... -- --
Capital lease obligations................................... 4,111 1,259
Note payable to entity owned by stockholder................. -- 500
Other....................................................... 70 220
------- -------
Total long-term debt........................................ 76,286 64,084
Less current portion of long-term debt...................... 1,956 1,443
------- -------
$74,330 $62,641
======= =======
</TABLE>
In March 2000, the Company entered into an agreement with a bank for a
$25,000 short-term revolving line of credit to fund short-term cash requirements
as needed. Loans made under this line of credit bear interest at a rate agreed
upon by the Company and the bank at the time of the loan, generally 30-day LIBOR
plus a margin ranging from 1.25% to 1.75%. Principal is due no more than five
days from the date the loan is made and interest is paid monthly in arrears. All
borrowings must be repaid by December 15, 2000. Amounts outstanding under this
line of credit reduce amounts available under the $150,000 line of credit.
At September 30, 2000, the Company had an unused borrowing capacity (taking
into account letters of credit outstanding) under its $150,000 line of credit of
approximately $59,780.
6. STOCKHOLDERS' EQUITY
A summary of the Company's stock option activity for the nine months ended
September 30, 2000 is as follows:
<TABLE>
<CAPTION>
EXERCISE PRICE EXERCISE PRICE EXERCISE PRICE EXERCISE PRICE
OF $3.85 OF $10.75 TO OF $17.45 TO OF $26.64 TO
(BELOW $17.44 (AT $26.63 (AT $36.00 (AT
MARKET PRICE MARKET PRICE MARKET PRICE MARKET PRICE
AT GRANT DATE) AT GRANT DATE) AT GRANT DATE) AT 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......................... -- 1,599,343 -- -- 1,599,343
Exercised....................... (81,036) -- -- -- (81,036)
Forfeited....................... -- (128,297) (262,150) (17,266) (407,713)
--------- --------- --------- ------- ---------
September 30, 2000.............. 1,658,535 2,338,668 2,930,488 219,363 7,147,054
========= ========= ========= ======= =========
Options exercisable at September
30, 2000...................... 1,658,535 215,886 1,559,361 136,471 3,570,253
========= ========= ========= ======= =========
</TABLE>
12
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
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. The $1,500 letter of credit expired in July 2000 at which time the
Company paid cash in the amount of $1,500 to settle the liability. 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 September 30, 2000, $1,650
of this amount was earned and paid. At the date of acquisition, 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, 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 is required under the Company's $150,000 line of
credit and has been designed for hedging purposes. Derivative instruments are
not held or issued for trading purposes. Through June 24, 1999, the Company had
an interest rate swap outstanding with a notional amount of $135,000. This swap
agreement established a fixed interest pay rate of 5.29% on a portion of the
Company's variable rate debt. On June 24, 1999, the interest rate swap agreement
was renewed for a nine-month period ending March 24, 2000, with a notional
amount of $125,000. This swap agreement established a fixed interest pay rate of
5.52% on a portion of the Company's variable rate debt. 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 through June 26, 2000, a
notional amount of $125,000 through September 25, 2000 and a notional amount of
$100,000 through March 24, 2001. 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 rates under
these swap agreements were 6.63% and 6.33% for the three and nine months ended
September 30, 2000, respectively, and 5.20% and 5.08% for the three and nine
months ended September 30, 1999, respectively. In connection with these
agreements, the Company recorded incremental interest expense of $4 for the
three months ended September 30, 2000 and a reduction to interest expense of $10
for the nine months ended September 30, 2000 and recorded incremental interest
expense of $106 and $265 for the three and nine months ended September 30, 1999,
respectively.
13
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. COMMITMENTS AND CONTINGENCIES
At September 30, 2000, the Company had guaranteed $27,156 of real estate
notes payable of others. These notes are collateralized by the underlying real
estate. The Company had outstanding letters of credit totaling $11,148 at
September 30, 2000, which expire at varying dates through September 2001.
In addition, at September 30, 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. Real estate services are provided within
both segments, but focus on two different types of customers.
Through the Corporate segment, the Company 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.
Within the Institutional segment, the Company provides property management,
brokerage services and development services to institutional investors in
commercial property, who typically are not the primary occupants of the
facility.
In the second quarter of 2000, as the Company increased its activities in
and assigned more dedicated resources to e-commerce, the Company began reporting
these activities, including related overhead, in a third segment. The E-Commerce
segment also includes the Company's investments in e-commerce-related companies.
The E-Commerce segment does not include investments in ongoing technology
advancements internal to the Company's other two business segments.
MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
The Company evaluates performance and allocates resources among its three
reportable segments based on income before income taxes and EBITDA (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 first by the nature of
business transacted, real estate services and e-commerce, and second, 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
14
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
10. SEGMENT INFORMATION (CONTINUED)
needs of the customer vary between corporate users and institutional investors.
The E-Commerce segment captures distinct new e-commerce business and investments
and has separate management.
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 three reportable segments
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
---------------------- ----------------------
2000 1999(3) 2000 1999(3)
-------- -------- -------- --------
<S> <C> <C> <C> <C>
CORPORATE:
Total revenues.................................. $ 89,839 $ 58,276 $238,906 $153,076
Costs and expenses (1).......................... 79,359 55,434 220,417 145,402
-------- -------- -------- --------
Income before income taxes...................... 10,480 2,842 18,489 7,674
Depreciation and amortization................... 2,737 1,894 7,382 4,267
Interest expense................................ 1,060 328 2,693 842
-------- -------- -------- --------
EBITDA (2)...................................... $ 14,277 $ 5,064 $ 28,564 $ 12,783
======== ======== ======== ========
INSTITUTIONAL:
Total revenues.................................. $112,918 $137,406 $313,185 $327,131
Costs and expenses (1).......................... 94,919 112,539 282,489 281,361
-------- -------- -------- --------
Income before income taxes...................... 17,999 24,867 30,696 45,770
Depreciation and amortization................... 3,340 2,810 9,712 8,204
Interest expense................................ 2,960 2,794 9,071 6,198
-------- -------- -------- --------
EBITDA (2)...................................... $ 24,299 $ 30,471 $ 49,479 $ 60,172
======== ======== ======== ========
E-COMMERCE:
Total revenues.................................. $ -- $ -- $ -- $ --
Costs and expenses (1).......................... 884 -- 1,431 --
-------- -------- -------- --------
Income (loss) before income taxes............... (884) -- (1,431) --
Depreciation and amortization................... -- -- -- --
Interest expense................................ -- -- -- --
-------- -------- -------- --------
EBITDA (2)...................................... $ (884) $ -- $ (1,431) $ --
======== ======== ======== ========
TOTAL:
Total revenues.................................. $202,757 $195,682 $552,091 $480,207
Costs and expenses (1).......................... 175,162 167,973 504,337 426,763
-------- -------- -------- --------
Income before income taxes...................... 27,595 27,709 47,754 53,444
Depreciation and amortization................... 6,077 4,704 17,094 12,471
Interest expense................................ 4,020 3,122 11,764 7,040
-------- -------- -------- --------
EBITDA (2)...................................... $ 37,692 $ 35,535 $ 76,612 $ 72,955
======== ======== ======== ========
</TABLE>
15
<PAGE>
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
10. SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999(3)
------------- ------------
<S> <C> <C>
TOTAL ASSETS:
Corporate................................................... $225,997 $178,746
Institutional............................................... 489,364 453,264
E-Commerce.................................................. 17,153 6,000
-------- --------
Total consolidated assets................................... $732,514 $638,010
======== ========
</TABLE>
------------------------
(1) Costs and expenses for the three and nine months ended September 30, 2000
include non-cash compensation expense related to the amortization of
employment contracts and unearned stock compensation of $632 and $1,781
related to the Corporate segment and $458 and $1,558 related to the
Institutional segment, respectively. Costs and expenses for the three and
nine months ended September 30, 1999 include non-cash compensation expense
of $340 and $684 related to the Corporate segment and $825 and $1,852
related to the Institutional segment, respectively. Through September 30,
2000, there had been no non-cash compensation expense related to the
E-Commerce segment.
(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 to conform with the
presentation of 2000 segment information to reflect the changes in the
Company's reportable segments effective January 1, 2000 and the addition of
the E-Commerce segment in the third quarter of 2000.
11. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is summarized below:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
----------------------
2000 1999
-------- --------
<S> <C> <C>
Non-cash contribution by minority interest holders.......... $2,681 $ --
</TABLE>
16
<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. Consequently, the three reportable segments in 1999, Outsourcing, Retail
and Local Business Units, were realigned into 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. In the
second quarter of 2000, as the Company increased its activities in and assigned
more dedicated resources to e-commerce, the Company began reporting these
activities, including related overhead, in a third segment.
Through its Corporate segment, the Company 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, build-to-suit development and financial services.
Within its Institutional segment, the Company 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 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.
The Company's activities related to e-commerce, including related overhead,
are captured in the E-Commerce segment. The E-Commerce segment also includes the
Company's investments in e-commerce-related companies. One of these companies
offers advanced telecommunications services to building tenants. A second
company offers a standardized information distribution network via an Internet
listing site for properties for sale or lease. The Company also invested in a
company that offers on-line procurement of products and services geared towards
the management of real estate properties. The E-Commerce segment may transact
business with the Corporate and Institutional segments, but it does not include
investments in ongoing technology advancements internal to the Company's other
two business segments.
17
<PAGE>
RESULTS OF OPERATIONS--THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED
TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
REVENUES. The Company's total revenues increased $7.1 million, or 3.6%, to
$202.8 million for the three months ended September 30, 2000 and increased
$71.9 million, or 15.0%, to $552.1 million for the nine months ended
September 30, 2000 from the comparable periods in the prior year.
CORPORATE REVENUES
Facilities management revenue, which represented 17.7% and 17.5% of the
Company's total revenue for the three and nine months ended September 30, 2000,
respectively, increased $9.3 million, or 35.0%, to $35.9 million for the three
months ended September 30, 2000 and increased $30.2 million, or 45.5%, to
$96.6 million for the nine months ended September 30, 2000 from comparable
periods in the prior year. The revenue growth for the three months ended
September 30, 2000 is primarily attributable to the addition of several new
customers added subsequent to the third quarter of 1999 and the expansion of
services provided to existing customers. The revenue growth for the nine months
ended September 30, 2000 primarily resulted from (i) the acquisition of a real
estate outsourcing services firm in July 1999, (ii) the addition of several new
customers subsequent to the second quarter of 1999, and (iii) the expansion of
services provided to existing customers.
Corporate advisory services revenue, which represented 17.7% and 18.2% of
the Company's total revenue for the three and nine months ended September 30,
2000, respectively, increased $14.6 million, or 68.5%, to $35.9 million for the
three months ended September 30, 2000 and increased $35.9 million, or 55.7%, to
$100.4 million for the nine months ended September 30, 2000 from the comparable
periods in the prior year. The revenue growth resulted from an increase in the
number of brokerage transactions, fueled by an increase in the average number of
brokers employed during the first three quarters of 2000, as compared to the
first three quarters 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
$18.1 million and $41.8 million for the three and nine months ended
September 30, 2000, respectively, and represented 8.9% and 7.6% of the Company's
total revenue for the three and nine months ended September 30, 2000,
respectively. These revenues increased $7.8 million, or 75.7%, from
$10.3 million for the three months ended September 30, 2000 and increased
$19.7 million, or 89.1%, from $22.1 million for the nine months ended
September 30, 2000 from the comparable periods in the prior year. The revenue
growth for the three and nine months ended September 30, 2000 was due to the
acquisition of a real estate outsourcing services firm in July 1999, the
addition of several new projects on which the Company receives development and
construction management fees and the expansion of services provided to existing
customers.
INSTITUTIONAL REVENUES
Property management revenue, which represented 18.2% and 21.1% of the
Company's total revenue for the three and nine months ended September 30, 2000,
respectively, decreased $2.5 million, or 6.3%, to $36.9 million for the three
months ended September 30, 2000 and increased $2.5 million, or 2.2%, to
$116.4 million for the nine months ended September 30, 2000 from the comparable
periods in the prior year. The decrease for the three months ended
September 30, 2000 is in large part due to incentive fees earned in the third
quarter of 1999 with no significant comparable fees earned in the third quarter
of 2000. The increase for the nine months ended September 30, 2000 was primarily
due to increases from comparable periods in the prior year in the total number
of square feet under management and in the percentage of managed space
represented by office product, which generates higher property management
revenues per square foot than other product types.
Brokerage services revenue, which represented 17.2% and 18.9% of the
Company's total revenue for the three and nine months ended September 30, 2000,
respectively, decreased $4.5 million, or 11.5%, to
18
<PAGE>
$34.8 million for the three months ended September 30, 2000 and increased
$6.2 million, or 6.3%, to $104.1 million for the nine months ended
September 30, 2000 from the comparable periods in the prior year. The decrease
for the three months ended September 30, 2000 is primarily a result of fewer
transactions involving project leasing and investment sales activities and more
transactions involving tenant representation activities (revenues included in
corporate advisory services above) in the third quarter of 2000 as compared to
the same period in the prior year. While some of the Company's brokers may
specialize in specific types of brokerage transactions, in many cases, a broker
may facilitate transactions for all three types of brokerage activities. The
revenue growth for the nine months ended September 30, 2000 resulted from an
increase in the number of brokerage transactions, fueled by an increase in the
average number of brokers employed during the first three quarters of 2000, as
compared to the first three quarters of 1999, coupled with an increased focus on
larger transactions.
Revenues from development and investment activities (consisting of
development services fees, income from investments in unconsolidated
subsidiaries and gain on disposition of real estate) totaled $40.9 million and
$91.4 million for the three and nine months ended September 30, 2000,
respectively, and represented 20.2% and 16.6% of the Company's total revenue for
the three and nine months ended September 30, 2000, respectively. These revenues
decreased $17.4 million, or 29.8%, from $58.3 million in 1999, for the three
months ended September 30, 2000 and decreased $22.4 million, or 19.7%, from
$113.8 million in 1999, for the nine months ended September 30, 2000. The
decrease in revenue for the three and nine months ended September 30, 2000 is
primarily attributable to a $19.2 million decrease in income from investments in
unconsolidated subsidiaries. Of the decrease in income from unconsolidated
subsidiaries, $17.8 million of 1999 revenue resulted from the consolidation of
an entity which accounts for its investment in an underlying entity using the
equity method (i.e., as an unconsolidated subsidiary). The real estate owned by
the unconsolidated subsidiary was sold in the third quarter of 1999, which
resulted in the gain on sale being reflected in the consolidated financial
statements as income from unconsolidated subsidiaries. The minority interest
related to the consolidated entity was $15.4 million, resulting in a
$2.4 million net impact on the Company's net income. There were no comparable
transactions in the three or nine months ended September 30, 2000. The decrease
in revenue for the nine months ended September 30, 2000 is also attributable to
a $2.6 million decrease in gain on disposition of real estate over the
comparable period in 1999 due to a decrease in the number and size of projects
as well as a slight decrease in margin.
The Company provides development services to both corporate and
institutional customers. The Company's corporate development activity continues
to grow in the form of corporate build-to-suits and fee development services.
Some of the Company's development resources focus on providing development
services to institutional clients that invest in speculative commercial real
estate projects. During the last half of 1999 and the first half of 2000, the
Company has become more cautious in developing speculative real estate. The
caution reflects the Company's belief that demand for new product in many of the
markets in which the Company operates may be leveling off. The Company has also
observed evidence that providers of capital for real estate investment are
taking a more measured approach in speculative development projects. The Company
expects that these trends, 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.
COSTS AND EXPENSES. The Company's costs and expenses increased
$7.2 million, or 4.3%, to $175.2 million for the three months ended
September 30, 2000 and $77.5 million, or 18.2%, to $504.3 million for the nine
months ended September 30, 2000 from the comparable periods in the prior year.
The increase in costs and expenses was largely due to a $16.0 million and
$54.6 million increase in salaries, wages, and benefits, offset by a decrease in
minority interest of $15.7 million and $13.9 million (as described above in the
discussion of development and investment activities), for the three and nine
months ended September 30, 2000, respectively, from the comparable periods in
the prior year. The increase in salaries, wages and benefits resulted primarily
from increases in staffing to support internal growth in the
19
<PAGE>
Company's business, including new assignments for the Company's corporate
outsourcing business, and the acquisition of a real estate outsourcing firm in
July 1999.
Commissions increased $4.7 million, or 20.2%, to $28.0 million, for the
three months ended September 30, 2000 and $19.2 million, or 31.5%, to
$80.2 million for the nine months ended September 30, 2000 from the comparable
periods in the prior year. The change is primarily a result of the increased
brokerage activities that resulted in the significant growth in the Company's
corporate advisory and investment sales transactions, which command higher
commission payouts to brokers than project leasing.
General and administrative expenses decreased $0.1 million, or 0.3%, to
$26.0 million for the three months ended September 30, 2000 and increased
$8.3 million, or 11.6%, to $79.8 million for the nine months ended
September 30, 2000 from comparable periods in the prior year. The decrease for
the three months ended September 30, 2000 as compared to the three months ended
September 30, 1999 is largely due to a decrease in other professional fees
related to strategy studies performed by consultants in the third quarter of
1999. The increase for the nine months ended September 30, 2000 is primarily due
to a company-wide increase in administrative costs resulting from the overall
increase in number of employees (approximately 6,000 at September 30, 1999 and
approximately 7,000 at September 30, 2000) and, to a lesser extent, an increase
in management information systems costs.
Other expenses (consisting of depreciation and amortization and interest)
increased $2.3 million, or 29.5%, to $10.1 million, for the three months ended
September 30, 2000 and $9.4 million, or 48.2%, to $28.9 million for the nine
months ended September 30, 2000 from comparable periods in the prior year. The
increase in other expenses is primarily related to an increase in depreciation
and amortization of $1.4 million and $4.6 million for the three and nine months
ended September 30, 2000, respectively, and an increase in interest expense of
$0.9 million and $4.8 million for the three and nine months ended September 30,
2000, respectively. The increase in depreciation and amortization is primarily
related to depreciation expense related to information systems and amortization
related to the July 1999 acquisition. The increase in interest expense is
primarily attributable to an increase in interest expense related to real estate
held for sale properties that have become operational and increased interest
expense related to the Company's revolving line of credit resulting from higher
interest rates.
Minority interest decreased $15.7 million, or 95.7%, and $13.9 million, or
78.1%, for the three and nine months ended September 30, 2000, respectively, as
compared with the same period in the prior year. The decrease for the three and
nine months ended September 30, 2000 is primarily due to minority interest of
approximately $15.4 million in the third quarter of 1999 related to the
transaction described above in the discussion of revenues from development and
investment activities.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
decreased $0.1 million, or 0.3%, to $27.6 million for the three months ended
September 30, 2000 and decreased $5.6 million, or 10.5%, to $47.8 million for
the nine months ended September 30, 2000 from the comparable prior year periods.
As compared to 1999, the Company derived more of its transaction services
revenue in the first three quarters of 2000 from tenant representation
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 income before income taxes for the full year, as
a percentage of revenues, to be relatively consistent with 1999 results.
NET INCOME. Net income decreased $0.1 million, to $16.6 million for the
three months ended September 30, 2000 as compared to the same period in the
prior year, and decreased $3.4 million, to $28.7 million for the nine months
ended September 30, 2000 for the same period in the prior year, due to the
fluctuations in revenues and expenses described above.
20
<PAGE>
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 investments in or the
acquisition of e-commerce or real estate service companies; expenditures for
real estate held for sale and payments on notes payable associated with its real
estate development and investment activities; e-commerce related investments;
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 Company's real
estate development and investment business is financed with loans secured by
underlying real estate, external equity, internal sources of funds, or a
combination thereof.
Net cash provided by operating activities totaled $8.4 million for the nine
months ended September 30, 2000, compared to net cash used of $3.9 million for
the same period in 1999. The change is due to a decrease in net cash used for
development activity (changes in real estate held for sale, net of related
borrowings) to $11.4 million in 2000 compared to $30.3 million used in 1999,
partially offset by an $8.2 million increase in cash used for
development-related pursuit costs and leasing commissions on real estate.
Net cash used in investing activities totaled $46.2 million for the nine
months ended September 30, 2000, compared to net cash used in investing
activities of $14.4 million for the same period in 1999. This change is
primarily due to an increase in 2000 as compared to 1999 of $36.2 million in
investments in unconsolidated subsidiaries, net of distributions, partially
offset by a decrease of $4.3 million in expenditures related to acquisitions of
other real estate service companies. The majority of the net increase in
investments in unconsolidated subsidiaries relates to the Company's investment
in Savills and e-commerce investments.
Net cash provided by financing activities totaled $12.6 million for the nine
months ended September 30, 2000, compared to net cash used in financing
activities of $12.8 million for the same period in 1999. This change is
primarily attributable to borrowings, net of payments, in 2000 of $12.2 million
under the Credit Facility (described below), compared to net payments of
$21.4 million in 1999. The Company also received $6.2 million in 1999 from the
exercise of stock options and issuance of common stock, compared to
$2.4 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
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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 September 30, 2000, the Company
had outstanding borrowings of $72.1 million and unused borrowing capacity
(taking into account letters of credit outstanding) under the Credit Facility of
approximately $59.8 million. On November 1, 2000, the Company made a
$10.0 million repayment on the Credit Facility and had a remaining unpaid
balance of $62.1 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 through
June 26, 2000, a notional amount of $125.0 million through September 25, 2000
and a notional amount of $100.0 million through March 24, 2001 and a fixed
interest pay rate of 6.65%. The weighted average receive rate for the swap
agreement was 6.33% for the nine months ended September 30, 2000. 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
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. In May 2000, the Retail BTS Facility was modified to extend the
date to July 31, 2001, by which 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 September 30, 2000, the outstanding balance owed under
the Retail BTS Facility was $8.8 million. The Retail BTS facility is secured by
a first mortgage on and assignment of all rents from the constructed facilities.
In addition, TC BTS must guarantee all obligations of its subsidiaries for loans
made pursuant to the Retail BTS Facility. 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 NNN Trading, Inc., a wholly-owned subsidiary of the
Company ("TCC Triple Net"), obtained a two-year $20.0 million revolving line of
credit (the "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 September 30, 2000, the
outstanding balance under the Triple Net Facility was $6.6 million. 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 is 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
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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, investments in
and/or acquisitions of e-commerce and real estate 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.
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", "envisions", "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
cost and 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.
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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.
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 June 30, 2000:
None
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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/ DEREK R. MCCLAIN
-----------------------------------------
Derek R. McClain
CHIEF FINANCIAL OFFICER
Date: November 14, 2000
</TABLE>
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