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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001,
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 1-13531
------------------------
TRAMMELL CROW COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2721454
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or organization)
2001 ROSS AVENUE 75201
SUITE 3400 (Zip Code)
DALLAS, TEXAS
(Address of principal executive
offices)
(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 9, 2001 there were 35,724,767 shares of Common Stock outstanding.
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TRAMMELL CROW COMPANY AND SUBSIDIARIES
INDEX
PAGE
NUMBER
--------
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001
(unaudited)
and December 31, 2000....................................... 3
Condensed Consolidated Statements of Income for the three
months ended
March 31, 2001 and 2000 (unaudited)......................... 4
Condensed Consolidated Statements of Stockholders' Equity
for the three
months ended March 31, 2001 (unaudited) and the year ended
December 31, 2000........................................... 5
Condensed Consolidated Statements of Cash Flows for the
three months
ended March 31, 2001 and 2000 (unaudited)................... 6
Condensed Consolidated Statements of Comprehensive Income
(Loss) for the
three months ended March 31, 2001 and 2000 (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........................................................ 23
PART II. Other Information
Item 1. Legal Proceedings........................................... 24
Item 6. Exhibits and Reports on Form 8-K............................ 24
2
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)
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents................................. $ 22,127 $ 55,637
Accounts receivable, net of allowance for doubtful
accounts of $4,445 in 2001 and $4,778 in 2000........... 141,706 151,069
Receivables from affiliates............................... 3,791 4,306
Notes and other receivables............................... 22,811 22,072
Income taxes recoverable.................................. 2,289 --
Deferred income taxes..................................... 2,219 2,219
Real estate held for sale................................. 231,981 220,021
Other current assets...................................... 29,862 28,345
-------- --------
Total current assets.................................... 456,786 483,669
Furniture and equipment, net................................ 35,641 35,200
Deferred income taxes....................................... 13,579 13,088
Investments in unconsolidated subsidiaries.................. 58,471 55,603
Goodwill, net............................................... 100,491 100,440
Other assets................................................ 37,567 38,434
-------- --------
$702,535 $726,434
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 44,593 $ 44,114
Accrued expenses.......................................... 68,993 101,157
Payables to affiliates.................................... 1,743 1,891
Income taxes payable...................................... -- 3,592
Current portion of long-term debt......................... 1,823 1,377
Current portion of capital lease obligations.............. 4,246 5,219
Notes payable on real estate held for sale................ 155,223 148,098
Other current liabilities................................. 7,167 6,808
-------- --------
Total current liabilities............................... 283,788 312,256
Long-term debt, less current portion........................ 84,400 75,105
Capital lease obligations, less current portion............. 5,454 6,541
Other liabilities........................................... 326 572
-------- --------
Total liabilities....................................... 373,968 394,474
Minority interest........................................... 35,976 41,001
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; 35,879,515 shares issued and 35,618,343
shares outstanding in 2001, and 35,850,308 shares issued
and 35,349,572 shares outstanding in 2000............... 359 358
Paid-in capital........................................... 176,485 176,374
Retained earnings......................................... 122,515 123,207
Accumulated other comprehensive loss...................... (1,284) (366)
Less: Treasury stock...................................... (3,047) (5,841)
Unearned stock compensation, net........................ (2,437) (2,773)
-------- --------
Total stockholders' equity.................................. 292,591 290,959
-------- --------
$702,535 $726,434
======== ========
See accompanying notes.
3
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE THREE MONTHS
ENDED MARCH 31
---------------------------
2001 2000
------------ ------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
REVENUES
GLOBAL SERVICES:
CORPORATE:
Facilities management..................................... $ 41,828 $ 29,375
Corporate advisory services............................... 25,885 26,119
Project management services............................... 12,610 9,732
---------- ----------
80,323 65,226
INSTITUTIONAL:
Property management....................................... 42,987 39,866
Brokerage................................................. 26,939 29,053
Construction management................................... 4,421 4,379
---------- ----------
74,347 73,298
Income from investments in unconsolidated subsidiaries.... 159 233
Other..................................................... 182 134
---------- ----------
155,011 138,891
DEVELOPMENT AND INVESTMENT:
Development and construction fees......................... 16,409 17,153
Income from investments in unconsolidated subsidiaries.... 353 1,406
Gain on disposition of real estate........................ 2,273 5,599
Other..................................................... 445 195
---------- ----------
19,480 24,353
---------- ----------
174,491 163,244
COSTS AND EXPENSES
Salaries, wages and benefits.............................. 117,433 100,863
Commissions............................................... 20,223 21,347
General and administrative................................ 25,818 25,479
Depreciation and amortization............................. 6,898 4,666
Interest.................................................. 4,348 3,501
Minority interest......................................... (262) 1,219
---------- ----------
174,458 157,075
---------- ----------
Income before income taxes.................................. 33 6,169
Income tax expense.......................................... 13 2,469
---------- ----------
Net income.................................................. $ 20 $ 3,700
========== ==========
Earnings per share:
Basic..................................................... $ 0.00 $ 0.11
Diluted................................................... $ 0.00 $ 0.10
Weighted average common shares outstanding:
Basic..................................................... 35,218,301 34,685,582
Diluted................................................... 36,530,930 35,903,543
See accompanying notes.
4
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2001 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT SHARE DATA)
ACCUMULATED
COMMON SHARES COMMON OTHER
--------------------- STOCK PAR PAID-IN RETAINED COMPREHENSIVE TREASURY
ISSUED TREASURY VALUE CAPITAL EARNINGS LOSS STOCK
---------- -------- --------- -------- --------- -------------- --------
Balance at January 1, 2000....... 35,581,620 801,725 $356 $174,645 $ 88,160 $ -- $(9,363)
Net income..................... -- -- -- -- 35,454 -- --
Issuance of restricted stock... -- (219,053) -- 11 (49) -- 2,555
Forfeiture of restricted
stock........................ -- 10,261 -- (110) -- -- (123)
Amortization of unearned stock
compensation................. -- -- -- -- -- -- --
Issuance of common stock....... 268,688 (141,997) 2 1,828 (358) -- 1,656
Stock repurchase............... -- 49,800 -- -- -- -- (566)
Foreign currency translation
adjustment, net of tax....... -- -- -- -- -- (366) --
Collection of stockholder
loans........................ -- -- -- -- -- -- --
---------- -------- ---- -------- -------- -------- -------
Balance at December 31, 2000..... 35,850,308 500,736 358 176,374 123,207 (366) (5,841)
Net income..................... -- -- -- -- 20 -- --
Issuance of restricted stock... -- (5,187) -- -- (1) -- 60
Forfeiture of restricted
stock........................ -- 2,500 -- -- -- -- (28)
Amortization of unearned stock
compensation................. -- -- -- -- -- -- --
Issuance of common stock....... 29,207 (236,877) 1 111 (711) -- 2,762
Foreign currency translation
adjustment, net of tax....... -- -- -- -- -- (918) --
---------- -------- ---- -------- -------- -------- -------
Balance at March 31, 2001........ 35,879,515 261,172 $359 $176,485 $122,515 $ (1,284) $(3,047)
========== ======== ==== ======== ======== ======== =======
UNEARNED
STOCKHOLDER STOCK
LOANS COMPENSATION TOTAL
----------- ------------- --------
Balance at January 1, 2000....... $(98) $(2,048) $251,652
Net income..................... -- -- 35,454
Issuance of restricted stock... -- (2,517) --
Forfeiture of restricted
stock........................ -- 84 (149)
Amortization of unearned stock
compensation................. -- 1,708 1,708
Issuance of common stock....... -- 3,128
Stock repurchase............... -- -- (566)
Foreign currency translation
adjustment, net of tax....... -- -- (366)
Collection of stockholder
loans........................ 98 -- 98
---- ------- --------
Balance at December 31, 2000..... -- (2,773) 290,959
Net income..................... -- -- 20
Issuance of restricted stock... -- (59) --
Forfeiture of restricted
stock........................ -- 20 (8)
Amortization of unearned stock
compensation................. -- 375 375
Issuance of common stock....... -- -- 2,163
Foreign currency translation
adjustment, net of tax....... -- -- (918)
---- ------- --------
Balance at March 31, 2001........ $ -- $(2,437) $292,591
==== ======= ========
See accompanying notes.
5
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31
---------------------------
2001 2000
--------- ---------
(IN THOUSANDS)
OPERATING ACTIVITIES
Net income................................................ $ 20 $ 3,700
Adjustments to reconcile net income to net cash used in
operating activities
Depreciation and amortization........................... 6,898 4,666
Amortization of employment contracts and unearned
compensation.......................................... 822 930
Minority interest....................................... (262) 1,219
Income from investments in unconsolidated
subsidiaries.......................................... (512) (1,639)
Changes in operating assets and liabilities, net of
acquisitions
Accounts receivable................................... 9,363 10,880
Receivables from affiliates........................... 515 (42)
Notes receivable and other assets..................... (4,098) (13,001)
Real estate held for sale............................. (13,457) (5,470)
Notes payable on real estate held for sale............ 7,125 11,794
Accounts payable and accrued expenses................. (30,944) (40,330)
Payables to affiliates................................ (148) (370)
Income taxes recoverable/payable...................... (5,881) (5,599)
Other liabilities..................................... 113 (1,770)
--------- ---------
Net cash used in operating activities....................... (30,446) (35,032)
--------- ---------
INVESTING ACTIVITIES
Expenditures for furniture and equipment.................... (3,728) (1,536)
Acquisitions of real estate service companies............... (1,071) (1,106)
Investments in unconsolidated subsidiaries.................. (3,748) (1,681)
Distributions from unconsolidated subsidiaries.............. 899 6,804
--------- ---------
Net cash provided by (used in) investing activities......... (7,648) 2,481
--------- ---------
FINANCING ACTIVITIES
Principal payments on long-term debt and capital lease
obligations............................................... (117,947) (20,487)
Proceeds from long-term debt................................ 125,131 40,058
Contributions from minority interest........................ -- 3,125
Distributions to minority interest.......................... (4,763) (4,630)
Purchase of common stock.................................... -- (566)
Proceeds from exercise of stock options..................... 256 --
Proceeds from issuance of common stock...................... 1,907 1,367
Collections of stockholder loans............................ -- 75
--------- ---------
Net cash provided by financing activities................... 4,584 18,942
--------- ---------
Net decrease in cash and cash equivalents................... (33,510) (13,609)
Cash and cash equivalents, beginning of period.............. 55,637 47,528
--------- ---------
Cash and cash equivalents, end of period.................... $ 22,127 $ 33,919
========= =========
See accompanying notes.
6
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
FOR THE THREE MONTHS
ENDED MARCH 31
-------------------------
2001 2000
-------- --------
(IN THOUSANDS)
Net income.................................................. $ 20 $3,700
Other comprehensive loss:
Foreign currency translation adjustments, net of tax benefit
of $491 in 2001........................................... (918) --
----- ------
Comprehensive income (loss)................................. $(898) $3,700
===== ======
See accompanying notes.
7
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(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, 2000. 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 quarterly revenues tend to increase 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 months ended March 31, 2001 and 2000 include
1,312,629 and 1,217,961 shares, respectively, to reflect the dilutive effect of
options to purchase shares of common stock.
NEW ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The
Statement requires 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 are either offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until
8
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL (CONTINUED)
the hedged item is recognized in earnings. The ineffective portion of the
derivative's change in fair value is immediately recognized in earnings. The
Company's adoption of Statement No. 133 as of January 1, 2001 did not have a
significant impact on earnings or the financial position of the Company.
RECLASSIFICATIONS
The Company reorganized certain elements of its business effective
January 1, 2001. Consequently, the Institutional and Corporate segments reported
in 2000 have been reorganized into the Global Services segment and the
Development and Investment segment in 2001. Within the Global Services segment,
the Company delivers property and facilities management, brokerage and corporate
advisory, and project and construction management services for both corporate
customers (typically the primary occupants of commercial properties) and
institutional customers (investors and landlords who typically do not occupy the
properties). All of the Company's real estate, capital markets and investment
activities are conducted through the Development and Investment segment.
Revenues for the three months ended March 31, 2001 have been presented under
this segment format. Revenues for the three months ended March 31, 2000 have
been reclassified to conform to the presentation for 2001. As a result, the
classification of 2000 revenue items differs from the amounts reported in
previously filed documents. These reclassifications did not impact net income
(see Note 9).
2. REAL ESTATE HELD FOR SALE
During the three months ended March 31, 2001, the Company sold eight real
estate projects for an aggregate net sales price of $19,396, resulting in an
aggregate gain on disposition of $1,532. In three other transactions, the
Company recognized an aggregate of $741 of deferred gain resulting from
dispositions in prior periods. 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.
In addition, during the three months ended March 31, 2001, the Company sold
75% of its interest in a partnership that owned real estate at a purchase price
equal to $2,238 (75% of the partnership's net book value) and provided partial
financing of the purchase price in the amount of $186. 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
another transaction in the first quarter of 2000, 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 in the first quarter of 2000, the Company entered into an agreement
with a land seller whereby the Company acquired property subject to a
nonrecourse purchase money mortgage with the contractual right to deed back to
the seller any property not sold by a certain date. During three months ended
March 31, 2000, in accordance with its rights under this agreement, the Company
deeded land back to the lender with a fair market value of $688. No gains or
losses were recognized on these transactions.
9
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Investments in unconsolidated subsidiaries consist of the following:
MARCH 31, 2001 DECEMBER 31, 2000
-------------- -----------------
Real estate development........................ $33,377 $29,443
E-Commerce and Other........................... 25,094 26,160
------- -------
$58,471 $55,603
======= =======
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.
Summarized operating results for unconsolidated subsidiaries accounted for
on the equity method are as follows:
FOR THE THREE MONTHS
ENDED MARCH 31,
-------------------------
2001 2000
-------- --------
REAL ESTATE DEVELOPMENT:
Total revenues......................................... $11,883 $13,070
Total expenses......................................... 7,671 8,024
------- -------
Net income............................................. $ 4,212 $ 5,046
======= =======
OTHER:
Total revenues......................................... $13,717 $ 9,038
Total expenses......................................... 11,848 7,213
------- -------
Net income............................................. $ 1,869 $ 1,825
======= =======
TOTAL:
Total revenues......................................... $25,600 $22,108
Total expenses......................................... 19,519 15,237
------- -------
Net income............................................. $ 6,081 $ 6,871
======= =======
10
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
4. ACCRUED EXPENSES
Accrued expenses consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
Payroll and bonuses................................... $22,181 $ 38,422
Commissions........................................... 26,008 41,475
Deferred income....................................... 7,115 6,381
Insurance accrual..................................... 1,836 936
Other................................................. 11,853 13,943
------- --------
$68,993 $101,157
======= ========
5. LONG-TERM DEBT
Long-term debt consists of the following:
MARCH 31, DECEMBER 31,
2001 2000
---------- -------------
Borrowings under a $150,000 line of credit with a
bank................................................ $84,400 $75,105
Other................................................. 1,823 1,377
------- -------
Total long-term debt.................................. 86,223 76,482
Less current portion of long-term debt................ 1,823 1,377
------- -------
$84,400 $75,105
======= =======
At March 31, 2001, the Company had an unused borrowing capacity (taking into
account letters of credit and borrowings outstanding) under its line of credit
of approximately $53,061.
11
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(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, 2001 is as follows:
EXERCISE EXERCISE EXERCISE EXERCISE
PRICE PRICE PRICE PRICE
OF $3.85 OF $10.75 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
----------- ----------- ----------- ----------- ---------
OPTIONS OUTSTANDING:
December 31, 2000....................... 1,613,123 2,340,668 2,866,267 218,273 7,038,331
Granted................................. -- 46,674 -- -- 46,674
Exercised............................... (66,558) -- -- -- (66,558)
Forfeited............................... -- (25,730) (109,974) -- (135,704)
--------- --------- --------- ------- ---------
March 31, 2001.......................... 1,546,565 2,361,612 2,756,293 218,273 6,882,743
========= ========= ========= ======= =========
OPTIONS EXERCISABLE AT MARCH 31, 2001... 1,546,565 573,837 2,297,626 168,575 4,586,603
========= ========= ========= ======= =========
7. 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 limited to hedging purposes. Derivative instruments are
not held or issued for trading purposes. Through March 24, 2000, the Company had
an interest rate swap outstanding 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. On March 24, 2001, the interest
rate swap agreement was renewed for a twenty-four month period ending March 24,
2003, with a notional amount of $150,000. This swap agreement established a
fixed interest pay rate of 4.68% 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 paid to the Company and
recorded as a reduction of interest expense. The weighted average receive rates
under these swap agreements were 5.87% and 6.04% for the three months ended
March 31, 2001 and 2000, respectively. In connection with these agreements, the
Company recorded incremental interest expense of $165 for the three months ended
March 31, 2001 and a reduction to interest expense of $148 for the three months
ended March 31, 2000.
12
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
8. COMMITMENTS AND CONTINGENCIES
At March 31, 2001, the Company had guaranteed $24,681 of real estate notes
payable of others. These notes are collateralized by the underlying real estate
and have maturity dates through May 2005. The Company had outstanding letters of
credit totaling $13,424 at March 31, 2001, which expire at varying dates through
January 2003.
In addition, at March 31, 2001, 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 results of operations or financial position.
9. SEGMENT INFORMATION
DESCRIPTION OF SERVICES BY SEGMENT
During the first quarter of 2001, the Company announced an internal
reorganization of its business, effective January 1, 2001, designed to
consolidate all of the property and facilities management, brokerage and
corporate advisory, and project management services delivered to both corporate
and institutional customers under a single leadership structure referred to as
the Global Services Group. The reorganization also created a national
organization, the Development and Investment Group, focused solely on the
Company's development and investment activities. While the services provided by
the Company remained the same, the reorganization changed the way the Company's
business is managed and financial resources are allocated. Therefore, the
Company's reportable segments have changed correspondingly for 2001.
The Global Services segment includes property and facilities management,
brokerage and corporate advisory, and project and construction management
services delivered to both corporate and institutional customers.
The Development and Investment segment includes development activities
performed on behalf of institutional and corporate customers on a fee basis, as
well as development activity pursuant to which the Company takes an ownership
position.
The Company also separately reports its activities in e-commerce
initiatives, including related overhead, in a third segment. 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.
13
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. SEGMENT INFORMATION (CONTINUED)
FACTORS MANAGEMENT USED TO IDENTIFY THE COMPANY'S REPORTABLE SEGMENTS
The Company's reportable segments are defined by the nature of the service
provided and activities conducted. Because development services require
specialized knowledge, the new organizational structure allows the group of
individuals with specialized knowledge and experience in development activities
to perform these services with greater focus through the Company's Development
and Investment segment. The Global Services segment allows the Company to better
utilize resources for the provision of similar services in specific geographic
areas. The E-Commerce segment captures distinct e-commerce business and
investments and is separately managed.
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:
THREE MONTHS ENDED
MARCH 31,
-------------------------
2001 2000(1)
-------- --------
GLOBAL SERVICES:
Total revenues....................................... $155,011 $138,891
Costs and expenses(2)................................ 151,448 133,949
-------- --------
Income before income taxes........................... 3,563 4,942
Depreciation and amortization........................ 6,201 4,081
Interest expense..................................... 1,701 1,011
-------- --------
EBITDA(3)............................................ $ 11,465 $ 10,034
======== ========
DEVELOPMENT AND INVESTMENT:
Total revenues....................................... $ 19,480 $ 24,353
Costs and expenses(2)................................ 22,208 23,126
-------- --------
Income before income taxes........................... (2,728) 1,227
Depreciation and amortization........................ 697 585
Interest expense..................................... 2,647 2,490
-------- --------
EBITDA(3)............................................ $ 616 $ 4,302
======== ========
E-COMMERCE:
Total revenues....................................... $ -- $ --
Costs and expenses(2)................................ 802 --
-------- --------
Income before income taxes........................... (802) --
Depreciation and amortization........................ -- --
Interest expense..................................... -- --
-------- --------
EBITDA(3)............................................ $ (802) $ --
======== ========
14
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. SEGMENT INFORMATION (CONTINUED)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2001 2000(1)
-------- --------
TOTAL:
Total revenues....................................... $174,491 $163,244
Costs and expenses(2)................................ 174,458 157,075
-------- --------
Income before income taxes........................... 33 6,169
Depreciation and amortization........................ 6,898 4,666
Interest expense..................................... 4,348 3,501
-------- --------
EBITDA(3)............................................ $ 11,279 $ 14,336
======== ========
MARCH 31, DECEMBER 31,
2001 2000
--------- ------------
TOTAL ASSETS:
Global Services....................................... $394,142 $404,879
Development and Investment............................ 306,225 319,391
E-Commerce............................................ 2,168 2,164
-------- --------
Total consolidated assets............................. $702,535 $726,434
======== ========
------------------------
(1) The 2000 segment information has been reclassified to reflect the changes in
the Company's reportable segments effective January 1, 2001 and the addition
of the E-Commerce segment in the third quarter of 2000.
(2) Costs and expenses for the three months ended March 31, 2001 and 2000
include non-cash compensation expense related to the amortization of
employment contracts and unearned stock compensation of $750 and $828
related to the Global Services segment and $72 and $102 related to the
Development and Investment segment, respectively. Through March 31, 2001,
there had been no non-cash compensation expense related to the E-Commerce
segment.
(3) 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.
15
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
10. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is summarized below:
THREE MONTHS
ENDED
MARCH 31,
-------------------------
2001 2000
-------- --------
Non-cash activities:
Issuance of restricted stock, net of forfeitures.......... 32 14
Capital lease obligations................................. 497 --
16
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. Effective January 1, 2001, the Company
reorganized its business to consolidate all of the property and facilities
management, brokerage and corporate advisory, and project and construction
management services delivered to both corporate and institutional customers
under a single leadership infrastructure referred to as the Global Services
Group. The reorganization also created a national organization, referred to as
the Development and Investment Group, through which all of the Company's real
estate, capital markets and investment activities are conducted. The Company
continues to capture all activities related to e-commerce, including related
overhead, in a third segment. Because the reorganization changed the way the
Company's business is managed and financial resources are allocated, the
Company's reportable segments changed correspondingly in 2001 although the
services provided by the Company remained the same.
Within the Global Services segment, with approximately 7,000 employees, the
Company provides institutional customers (investors and landlords who typically
do not occupy the properties) with services relating to all aspects of building
operations, tenant relations and oversight of building improvement processes. In
addition, corporate customers (typically the primary occupants of commercial
properties) are provided with comprehensive day-to-day occupancy-related
services, including administration, maintenance and repair of facilities, office
services (such as security, reprographics, mail, cafeteria, shipping and
receiving, and reception services) and call center services (including
work-order, dispatch, vendor management, and emergency response) which are
provided 24 hours a day through the Company's centralized call center. As a
result of the reorganization, the brokerage business is comprised of project
leasing (leasing space for institutional customers) and investment sales
(representing institutional customers in buying or selling land or
income-producing properties). The corporate advisory services business includes
tenant representation for corporate clients and other transaction services such
as acquisitions, dispositions, lease administration and lease audits on a
customer's entire portfolio. The Company's project and construction management
services include space planning, construction, site consolidations, workspace
moves, and management of furniture, signage, and cabling requirements. The
Global Services group is organized into 14 different geographic and
customer-centric "mega markets," many of which are multi-city. The Company's
focus on establishing itself as a dominant brand facilitates the accumulation of
strong resources within the "mega-markets."
Through the Development and Investment segment, encompassing approximately
250 to 300 employees, the Company provides development services for
institutional customers--both those pursuant to which the Company takes an
ownership position and those pursuant to which the Company provides development
services for others on a fee basis--as well as development services for
corporate customers. The Company provides comprehensive project development and
construction services and acquires and disposes 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, tenant finish coordination,
project closeout, general contracting and project finance coordination. The
Company will continue to focus its efforts in this area on risk-mitigated
opportunities for institutional customers and fee development and build-to-suit
projects for corporate customers, including those in higher education and
healthcare. With an organization comprised of professionals dedicated fully to
development and investment activities, the
17
Company expects to be better positioned to pursue and execute new development
business, particularly programmatic business with the Company's large customers,
and exploit niche market opportunities.
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. In 2000, the Company
entered into an alliance with other leading real estate service companies to
develop e-commerce initiatives that leverage the collective experience and
delivery capabilities of the alliance members to benefit their customers and the
real estate industry generally. Investments in a web-based procurement platform
and a web-based transaction platform, including an Internet listing site for
properties available for sale or lease, are intended to make real estate
professionals more effective by helping them save time in completing their job
responsibilities.
RESULTS OF OPERATIONS--THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE
MONTHS ENDED MARCH 31, 2000
REVENUES. The Company's total revenues increased $11.3 million, or 6.9%, to
$174.5 million in the first quarter of 2001 from $163.2 million in the first
quarter of 2000.
GLOBAL SERVICES REVENUE
CORPORATE REVENUES
Facilities management revenue, which represented 24.0% of the Company's
total revenue in the first quarter of 2001, increased $12.4 million, or 42.2%,
to $41.8 million in the first quarter of 2001 from $29.4 million in the first
quarter of 2000. The revenue growth primarily resulted from (i) the operations
of Trammell Crow Savills, a joint venture with Savills plc, headquartered in
London, formed in June 2000 to provide real estate outsourcing services in
Europe and Asia, (ii) the addition of several new customers, and (iii) the
expansion of services provided to existing customers.
Corporate advisory services revenue, which represented 14.8% of the
Company's total revenue in the first quarter of 2001, decreased $0.2 million, or
0.8%, to $25.9 million in the first quarter of 2001 from $26.1 million in the
first quarter of 2000. The slight decrease is a result of a decrease in the
number of brokers employed during the first quarter of 2001, as compared to the
first quarter of 2000, and a reduction in transaction volume as a result of
increasing reluctance on the part of customers and others to make new real
estate commitments due to their uncertainty regarding the economy.
Revenues from project management services totaled $12.6 million, and
represented 7.2% of the Company's total revenue in the first quarter of 2001.
These revenues increased $2.9 million, or 29.9%, from $9.7 million in the first
quarter of 2000. The revenue growth was primarily due to the (i) the operations
of Trammell Crow Savills, (ii) the addition of several new customers, and
(iii) the expansion of services provided to existing customers.
INSTITUTIONAL REVENUES
Property management revenue, which represented 24.6% of the Company's total
revenue in the first quarter of 2001, increased $3.1 million, or 7.8%, to
$43.0 million in the first quarter of 2001 from $39.9 million in the first
quarter of 2000. This increase was primarily due to an overall increase of 6% 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 15.4% of the Company's total
revenue in the first quarter of 2001, decreased $2.2 million, or 7.7%, to
$26.9 million in the first quarter of 2001 from $29.1 million in the first
quarter of 2000. The decrease is a result of a decrease in the number of brokers
employed during the first quarter of 2001, as compared to the first quarter of
2000, and a
18
reduction in transaction volume as a result of increasing reluctance on the part
of customers and others to make new real estate commitments due to their
uncertainty regarding the economy.
Construction management revenue which totaled $4.4 million and represented
2.5% of the Company's total revenue in the first quarter of 2001 remained
consistent with the first quarter of 2000.
DEVELOPMENT AND INVESTMENT REVENUE
Revenues from development and construction fees totaled $16.4 million and
represented 9.4% of the Company's total revenue in the first quarter of 2001.
These revenues decreased $0.8 million, or 4.7%, from $17.2 million in the first
quarter of 2000. The decrease is due to a decrease of $3.3 million in
development fees and incentive development fees as a result of a reduction in
transaction volume due to an increasing reluctance on the part of customers and
others to make new real estate commitments due to their uncertainty regarding
the economy. This was offset by an increase of $2.5 million of rental revenue
from real estate properties held for sale as the Company made more opportunistic
acquisitions of operational projects in late 2000 and the first quarter of 2001
than in previous years.
Income from investments in unconsolidated subsidiaries, which represented
0.2% of the Company's total revenue in the first quarter of 2001, decreased
$1.0 million, or 71.4%, to $0.4 million in the first quarter of 2001 from
$1.4 million in the first quarter of 2000. The decrease is primarily a result of
two larger transactions in 2000 with aggregate revenue of $1.0 million. There
were no comparable transactions in the same period of 2001.
Gain on disposition of real estate totaled $2.3 million and represented 1.3%
of the Company's total revenue in the first quarter of 2001. These revenues
decreased $3.3 million, or 58.9% from $5.6 million in the first quarter of 2000.
During the first quarter of 2001, the Company sold eight real estate projects
for an aggregate net sales price of $19.4 million, resulting in an aggregate
gain on disposition of $1.5 million and recognized deferred gain of
$0.7 million relating to dispositions in previous periods. During the first
quarter of 2000, the Company sold six real estate projects for an aggregate net
sales price of $32.8 million, resulting in an aggregate gain on disposition of
$5.6 million.
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. Since the
latter part of 1999, the Company has become more cautious in developing
speculative real estate. The caution reflects the Company's observation that
demand for new product in many of the markets in which the Company operates is
leveling off with the overall slowing in the economy.
COSTS AND EXPENSES. The Company's costs and expenses increased
$17.4 million, or 11.1%, to $174.5 million in the first quarter of 2001 from
$157.1 million in the first quarter of 2000.
The increase in costs and expenses was largely due to a $16.5 million, or
16.4%, increase in salaries, wages, and benefits to $117.4 million in the first
quarter of 2001 from $100.9 million in the first quarter of 2000. The increase
is primarily due to increases in staffing to support internal growth in the
Company's business, including new assignments for the Company's outsourcing
business, rising pressure on labor costs, and the operations of Trammell Crow
Savills. This was offset by a change in the Company's bonus plan in the first
quarter of 2001. Under the new bonus plan, a substantial majority of employee
bonuses will be paid from a pool, the size of which will be determined by the
Company's pre-bonus income before income taxes. Consistent with the new plan,
the portion of the subject bonuses accrued each quarter is based on the
percentage of targeted pre-bonus income before income taxes achieved in that
quarter. In 2000 and prior years, there was no such company-wide bonus plan; as
a result, estimated employee annual incentive bonuses were generally accrued
evenly
19
throughout the year. The new bonus plan benefited 2001 first quarter income
before income taxes by approximately $8.2 million.
Commissions decreased $1.1 million, or 5.2%, to $20.2 million, in the first
quarter of 2001 from $21.3 million in the first quarter of 2000. The decrease in
commissions expense corresponds to the decrease in the Company's corporate
advisory services and brokerage revenue, which was driven by a decrease in the
number of brokers employed during the first quarter of 2001, as compared to the
first quarter of 2000, and a reduction in transaction volume as a result of
increasing reluctance on the part of customers' to make new real estate
commitments.
General and administrative expenses increased $0.3 million, or 1.2%, to
$25.8 million in the first quarter of 2001 from $25.5 million in the first
quarter of 2000. The increase is primarily due to a company-wide increase in
administrative costs resulting from the overall increase in number of employees
(approximately 6,400 at March 31, 2000 and approximately 7,400 at March 31,
2001). However, general and administrative expenses as a percentage of revenues
have decreased slightly from 15.6% in the first quarter of 2000 to 14.8% in the
first quarter of 2001.
Other expenses (consisting of depreciation, amortization and interest)
increased $3.0 million, or 36.6%, to $11.2 million in the first quarter of 2001
from $8.2 million in the first quarter of 2000. Depreciation and amortization
increased $2.2 million and interest expense increased $0.8 million. The increase
in depreciation and amortization is primarily related to depreciation expense on
information systems-related assets accounted for as capital leases and
amortization of transition costs incurred in connection with certain outsourcing
contracts. The increase in interest expense is attributable to an increase in
the number of real estate properties held for sale that have become operational
(under GAAP, once a property is operational, interest is expensed rather than
capitalized as it is during the construction period) and increased interest
expense related to the Company's revolving line of credit resulting from higher
interest rates and higher average outstanding balances.
Minority interest decreased $1.5 million, or 125.0%, to ($0.3) million in
the first quarter of 2001 from $1.2 million in the first quarter of 2000. The
decrease is primarily a result of two larger transactions with an aggregate
expense of $0.9 million in the first quarter of 2000 compared to two larger
transactions with an aggregate income of $0.6 million in the first quarter of
2001.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
decreased $6.1 million to $0.03 million in the first quarter of 2001 from
$6.2 million in the first quarter of 2000 due to the fluctuations in revenues
and expenses above. 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.
NET INCOME. Net income decreased $3.68 million, to $0.02 million in the
first quarter of 2001 from $3.70 million in the first quarter of 2000, 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 net income during the
fourth fiscal quarter historically have been greater than in each of the first
three fiscal quarters, primarily because its clients have demonstrated a
tendency to close transactions toward the end of the fiscal year. The timing and
introduction of new contracts, the disposition of investments in real estate
assets, the recognition of incentive fees towards the latter part of the fiscal
year as contractual targets are met and other factors may also cause quarterly
fluctuations in the Company's results of operations.
20
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 or
investments in other real estate service companies; capital payments to obtain
service contracts; the repurchase of its shares; 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) and has an unused borrowing capacity under its line of credit of
$53.1 million at March 31, 2001. The portion of the Company's development and
investment business that includes the acquisition and development of real estate
is financed with loans secured by underlying real estate, external equity,
internal sources of funds, or a combination thereof.
Net cash used in operating activities totaled $30.4 million for the three
months ended March 31, 2001, compared to $35.0 million for the same period in
2000. This change is primarily due to less cash used in the first quarter of
2001 to reduce payables related to development and construction activity and
project management than in the comparable period of 2000, as well as less cash
expended in 2001 for escrow deposits and other pursuit costs for real estate
development than in the comparable period of 2000. This decrease was somewhat
offset by $6.3 million cash used, net of related borrowings, to acquire real
estate held for sale in the first quarter of 2001 compared to $6.3 provided by
the disposition of real estate held for sale, net of repayment of borrowings,
for the same period in 2000.
Net cash used in investing activities totaled $7.6 million for the three
months ended March 31, 2001, compared to net cash provided by investing
activities of $2.5 million for the same period in 2000. This change is primarily
due to an increase in cash used for investments in unconsolidated subsidiaries,
net of distributions, of $2.8 million in 2001 compared to cash provided by
investments in unconsolidated subsidiaries, net of contributions, of
$5.1 million in 2000. Also, there was an increase of cash used for furniture and
equipment expenditures, primarily computer equipment under capital leases, of
$3.7 million in 2001 compared to $1.5 million in 2000.
16
Net cash provided by financing activities totaled $4.6 million for the three
months ended March 31, 2001, compared to $18.9 million for the same period in
2000. This change is attributable to borrowings, net of payments, in 2001 of
$7.2 million, primarily under the Credit Facility (described below), compared to
net borrowings of $19.6 million in 2000. In addition, the Company made
distributions to minority interest holders of $4.8 million in 2001, compared to
distributions to minority interest holders, net of contributions, of
$1.5 million in 2000. The Company also received $2.2 million in 2001 from the
exercise of stock options and issuance of common stock, compared to
$1.4 million from issuance of common stock in 2000. In addition, the Company
repurchased common stock in 2000 for $0.6 million, but had no repurchases of
common stock in the first quarter of 2001.
In December 2000, the Company obtained a $150 million revolving line of
credit (the "Credit Facility") arranged by Bank of America, N.A., as the
administrative agent (the "Administrative Agent"), which replaced the Company's
prior revolving line of credit. 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 plus a margin, which ranges from 0%
to 0.50% depending on the Company's leverage ratio. The base rate 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 the Eurocurrency rate plus a margin, which ranges from 1.625% to
2.25%, depending upon the Company's leverage ratio. The Credit Facility contains
various covenants such as the maintenance of minimum equity, liquidity,
revenues, interest coverage ratios and fixed charge ratios. The Credit Facility
also includes limitations on payment of cash dividends or other distributions of
assets, restrictions on recourse indebtedness, restrictions on liens and certain
restrictions on
21
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. The Credit Facility is guaranteed by certain
significant subsidiaries of the Company and is secured by a pledge of a stock of
such significant subsidiaries and a pledge of certain intercompany indebtedness.
At March 31, 2001, the Company had outstanding borrowings of $76.0 million under
the Credit Facility. The Credit Facility requires the Company to enter into one
or more interest rate swap agreements for the Company's indebtedness in excess
of $50 million ensuring the net interest is fixed, capped or hedged. In
March 2000, the Company renewed an existing interest rate swap agreement for a
twelve-month period ending March 24, 2001 with a fixed interest pay rate of
6.65% and 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. On March 24, 2001, the interest rate swap agreement was renewed
for a twenty-four month period ending March 24, 2003 with a fixed interest pay
rate of 4.68% and a notional amount of $150,000. The weighted average receive
rate for the swap agreement was 5.87% for the three months ended March 31, 2001.
The Company's participation in derivative transactions has been limited to
hedging purposes, and derivative instruments are not held for trading purposes.
The Company expects to continue to borrow under the Credit Facility to finance
future strategic acquisitions, fund its co-investment activities and provide the
Company with an additional source of working capital.
In August 1997, Trammell Crow BTS, Inc., a wholly-owned subsidiary of the
Company ("TC BTS"), obtained a $20.0 million credit facility (the "Retail BTS
Facility") from KeyBank National Association ("KeyBank"). 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, 2001, 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, 2001, the outstanding balance owed under the Retail BTS
Facility was $4.3 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 such as maintenance of net worth and liquidity and key financial data.
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. ("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 could obtain
loans at a LIBOR-based interest rate or prime rate, the proceeds of which must
have been used for the acquisition of retail properties subject to "triple net"
leases. The Triple Net Facility expired in December 2000; therefore, no new
loans could be made under the Triple Net Facility. On March 31, 2001, the
outstanding balance under the Triple Net Facility was $3.3 million, and the
loans mature in September 2001. 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 guaranteed 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 was 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
22
maintenance of minimum equity and liquidity of the Company and covenants
relating to certain key financial data of the Company.
The Company 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 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. 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", "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 identify and implement cost
containment measures (including those undertaken in connection with the
previously announced internal reorganization) 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
corporate and institutional 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 its 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 customers' willingness to make real
estate commitments) 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 the disclosures contained under the 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, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is to changes in interest rates.
The Company is exposed to market risk related to its Credit Facility and loans
secured by real estate properties as discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources." The Credit Facility and the majority of the loans secured by real
estate bear interest at variable rates and are subject to fluctuations in the
market. However, due to its purchase of an interest rate swap agreement, which
the Company uses to hedge a portion, but not all, of its exposure to
fluctuations in interest rate, the effects of interest rate changes are limited.
The Company's earnings are also somewhat affected by fluctuations in the value
of the U.S. dollar as compared to foreign currencies as a result of its
operations in Europe, Asia and Australia. There have been no significant changes
in the interest rate or foreign currency market risks since December 31, 2000.
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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:
None
(b) Reports on Form 8-K filed since December 31, 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.
TRAMMELL CROW COMPANY
By: /s/ DEREK R. MCCLAIN
-----------------------------------------
Derek R. McClain
CHIEF FINANCIAL OFFICER (PRINCIPAL
FINANCIAL OFFICER AND DULY AUTHORIZED TO
SIGN THIS REPORT ON BEHALF OF THE
REGISTRANT)
Date: May 15, 2001
25