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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
COMMISSION FILE NUMBER 1-13531
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TRAMMELL CROW COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2721454
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
2001 ROSS AVENUE
SUITE 3400
DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip Code)
(214) 863-3000
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
At March 15, 2000, there were 34,872,694 shares of Common Stock outstanding
with an aggregate market value on that date of $390,120,828, based upon the
average of the low bid and high asked price of Common Stock on the New York
Stock Exchange on such date. As of the same date 24,608,449 shares of Common
Stock were held by non-affiliates of the Company, having an aggregate market
value on that date of $275,294,719.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be furnished to stockholders
in connection with its 2000 Annual Meeting of Stockholders are incorporated by
reference in Part III of this Report.
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PART I
ITEM 1. BUSINESS
COMPANY OVERVIEW
Trammell Crow Company (the "Company") is one of the largest diversified
commercial real estate service companies in North America. Through 170 offices
in the United States and Canada, the Company delivers a comprehensive range of
services to leading multinational corporations, institutional investors and
other users of real estate services. In the United States, the Company is a
leading provider of commercial property management, commercial property
brokerage, office and industrial property development and construction and
outsourcing services. The Company, which is headquartered in Dallas, Texas, was
founded in 1948 by Mr. Trammell Crow. From its founding through the 1980's, the
Company's primary business was the development and management of industrial,
office and retail projects. In 1991, the Company was reconstituted as a real
estate services company. This reconstitution entailed the separation of the
Company's commercial real estate asset base and related operations from its real
estate services business. The Company continued to operate the real estate
services business while ownership of the commercial real estate asset base was
segregated into a large number of separate entities distinct from the Company,
with independent management and operations. Many of these entities are managed
by subsidiaries of Crow Realty Investors, L.P. d/b/a Crow Holdings ("Crow
Holdings"), which is wholly owned by certain affiliates and descendants of
Mr. Trammell Crow. See "--RISK FACTORS--DEALINGS WITH AND RELIANCE ON
AFFILIATES; POTENTIAL CONFLICTS OF INTEREST."
As a means of addressing the comprehensive real estate service requirements
of its diverse group of clients, the Company is organized into five principal
lines of business, which comprise its three reportable segments. See "ITEM
8.--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, NOTE 18". The Company's
property management services business provides services relating to all aspects
of building operations, tenant relations and oversight of building improvement
processes, primarily for building owners that do not occupy the properties
managed by the Company. The brokerage services business advises buyers, sellers,
landlords and tenants in connection with the sale and leasing of office,
industrial and retail space and land. The Company's development and investment
activities include development and construction services and the acquisition and
disposition of commercial real estate projects. The development and construction
services business includes financial planning, site acquisition, procurement of
approvals and permits, design and engineering coordination, construction bidding
and management and tenant finish coordination, project close-out and user move
coordination, general contracting and project finance advisory services. The
outsourcing services business entails providing comprehensive day-to-day
occupancy related services, principally to large corporations that occupy
commercial facilities in multiple locations. These services include
administration, day-to-day maintenance and repair of client occupied facilities
and strategic functions such as space planning, relocation coordination,
facilities management and portfolio management. The Company's retail services
business provides tenant representation, disposition, development and financial
services to national and global retail customers, as well as property management
and leasing services to regional malls.
COMPETITIVE ADVANTAGES
The Company believes that it has the following important competitive
advantages:
COMPREHENSIVE SERVICE OFFERINGS. The Company's comprehensive menu of
services provides clients with single-point solutions to all of their commercial
real estate services needs. The Company often commences client relationships by
providing a single service and later expands these relationships by anticipating
and satisfying the client's other specific service requirements. By offering a
full array of services, the Company is able to maximize the effect it has on its
clients' businesses while becoming highly integrated into its clients'
operations. Its comprehensive service offerings also decrease the Company's
exposure to a downturn in any one of its primary businesses.
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GEOGRAPHIC SCOPE. Through its 170 offices, the Company develops and
maintains extensive knowledge of local real estate markets across the United
States and Canada. Approximately 89% of the Company's employees are based in
markets other than Dallas, Texas, where its executive offices are located. This
broad geographic scope allows the Company to serve as a single-source, full
service provider to multinational corporations and institutional investors with
real estate interests that span regional and national boundaries. It also tends
to limit its exposure to an economic downturn in any single market.
TECHNOLOGY. The Company uses off-the-shelf and proprietary technology
applications to better meet customer needs. An example is the Company's
centralized call center, which is a vital component of the Company's proprietary
total occupancy cost management process that provides comprehensive cost studies
and analyses of building portfolios to the Company's customers. This call center
provides responses to customer needs 24 hours a day. Use of these applications
is intended to enhance sharing vital market information and provide
significantly enhanced control over client's expenses.
MANAGEMENT/PERSONNEL. The Company has a highly qualified management team.
Its sixteen member operating committee has an average of approximately thirteen
years of experience with the Company. Five members of the operating committee
also comprise the executive committee and have an average of seventeen years of
experience with the Company. The Company believes the low turnover among its
senior management group is linked to its collegial internal culture and its
history of promoting talented individuals from within. The Company's growth
strategy, incentive-based compensation and the high level of ownership by
Company officers and employees provide further motivation to achieve a high
level of performance. At March 15, 2000, the members of the Company's executive
committee owned approximately 6% of the outstanding Common Stock, and the total
employee ownership of outstanding Common Stock was at least 26%.
COMPETITIVE ENVIRONMENT
MARKET FOR REAL ESTATE SERVICES. The real estate industry experienced a
severe downturn in the late 1980's. This downturn caused a sharp reduction in
commercial and industrial property values, the withdrawal of credit, a related
reduction in new development and pressure on fee income derived from servicing
and maintaining all classes of property. In recent years, the industry
experienced a steady recovery that increased growth across all of the Company's
service lines. This recovery stimulated a revival of activity in the more
traditional development services and construction management businesses. As
demand for office and industrial space increased and property values rebounded
in many of the nation's principal markets, new construction starts accelerated.
However, the Company believes this cycle may be reaching maturity and, as a
result, expects development and investment profits in 2000 to be relatively
consistent with 1999 levels.
OUTSOURCING. Outsourcing is a rapidly growing trend in the United States.
Through outsourcing, organizations seek to reduce costs, improve profitability
and refocus management and other resources on core competencies. This trend has
resulted in the development of well-established providers offering an expanding
range of outsourced services, including information processing, teleservicing
and flexible staffing. Increasingly, organizations are also seeking outside
providers for efficient and expert delivery of real estate management services.
CONSOLIDATION. The traditionally fragmented real estate services industry
is witnessing consolidation in customers' selection of service providers and in
alliances and combinations among providers themselves. When outsourcing real
estate services, corporations and institutions have increasingly sought to
consolidate the number of providers used and engage firms that can offer a full
range of services across a wide geographic area. As the industry becomes more
sophisticated, customers require the flexibility, multi-market perspective and
technological and physical resources that large firms possess.
As the real estate services industry has grown, it has been accompanied by
downward pressure on fees and the increased use of fee structures which reflect
shared risk and emphasize the achievement of
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performance targets. These trends benefit firms with significant scale and the
ability to spread fixed costs over a larger revenue base, and have accelerated
consolidation among real estate service providers.
The Company believes that few real estate services providers can meet the
demands of large corporate and institutional customers and that many companies
are facing pressure to combine with others to remain competitive. In the
Company's view, the competitive imperatives presented by this consolidation
trend include the need to maintain comprehensive service offerings, serve an
expansive geographic area and achieve significant cost efficiencies.
GROWTH STRATEGY
The Company's growth strategy is centered around taking advantage of its
geographic scope, its large existing customer base, a strong brand name, and the
significant opportunity that exists in the corporate outsourcing arena. The key
components of this overall growth strategy are:
CAPITALIZE ON OUTSOURCING OPPORTUNITY. The corporate outsourcing component
of the Company's business represents a large and relatively untapped
opportunity. As an industry leader in this area, the Company will continue to
focus its resources on adding new customers and growing its substantial
relationships with approximately 85 existing outsourcing customers. As part of
the Company's plan to expand its opportunity in the corporate outsourcing arena,
the Company intends to pursue an international delivery platform to allow it to
provide services to its U.S.-based multi-national customers and to add new
customers with international requirements.
CONSOLIDATION OF VENDORS AMONG INSTITUTIONAL OWNERS. There has been a trend
in the marketplace among institutional owners of commercial investment
properties toward consolidating the number of service providers they engage. As
one of the largest providers of these services, with far-reaching geographic
breadth, the Company has historically benefited significantly from this trend.
The Company seeks to position itself to continue to benefit from this trend.
DEVELOP AND PURSUE AN E-COMMERCE STRATEGY/TAKE ADVANTAGE OF SCALE. The
Company is actively working to apply technology to its existing operations for
maximum advantage and is developing an e-commerce strategy to seize upon
opportunities related to its core business. With approximately 6,500 employees,
170 offices, 19,600 tenants, 600 investor/owner customers, and approximately 85
corporate outsourcing customers, the Company is well positioned to take
advantage of its scale. This opportunity exists in two areas. First, the
Company's access to capital, combined with its scale, positions it to apply
technology to its internal operations both to better serve its customers and to
achieve cost economies. Second, the breadth and depth of the Company's customer
relationships provide opportunities to pursue various e-commerce strategies and
create opportunities to make investments on an advantaged basis in e-commerce
entities with commercial real estate or facilities orientations.
SUPERIOR EXECUTION. The Company is focusing on absorbing market share of
its competitors by providing superior execution through the local delivery
network supported by national account teams for both corporate and institutional
customers. The Company will continue to focus on establishing itself as a
dominant brand which in turn facilitates accumulation of strong resources within
the local market.
LOCAL BUSINESS UNITS
PROPERTY MANAGEMENT SERVICES
As of December 31, 1999, the Company managed approximately 282.3 million
square feet of commercial property (excluding malls and facilities occupied by
outsourcing services customers) and served approximately 600 clients and 19,600
tenants nationwide through its locally based property management teams. The
Company managed 212.5 million, 210.1 million, 204.4 million and 273.0 million
square feet of commercial property at the end of 1995, 1996, 1997 and 1998,
respectively. 1999 revenues from property management services were $142.4
million (20.7% of 1999 revenues), up from $96.7 million in 1995. A substantial
portion of this growth in revenue is due to acquisitions. In 1998, the Company
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acquired: (i) Norman & Company, a real estate services firm with operations
concentrated in Seattle's central business district office and retail markets;
(ii) Tooley & Company, Inc. ("Tooley"), a California real estate services
company primarily engaged in office management and leasing; and (iii) a portion
of the businesses of Faison & Associates ("Faison") and Faison
Enterprises, Inc. ("Faison Enterprises") that develop, lease and manage office
and retail properties located primarily in the Midatlantic and Southeast regions
of the United States ("Faison Acquisition"). As a result of these acquisitions,
the Company added approximately 41.5 million square feet to its property
management portfolio.
The objective of the Company's property management business is to enhance
its clients' investment values by maintaining high levels of occupancy and
lowering property operating costs by offering a wide range of property
management services. The property management services offered by the Company
consist of (i) building management services such as maintenance, landscaping,
security, energy management, owner's insurance, life safety, environmental risk
management and capital repairs; (ii) tenant relations services such as
promotional activities, processing tenant work orders and lease administration
services; (iii) interfacing with the Company's development and construction
services personnel in coordinating tenant finish; and (iv) financial management
services including financial reporting and analysis utilizing software systems
supported by the Company's in-house design and development capability for
customized requirements.
The Company expects that most of its new property management engagements
will result from property transfers, projects that the Company develops for
institutional investors and property management assignments added through
strategic acquisitions. To the extent that institutional investors continue to
make direct investments in real estate, the Company believes that it will be in
an advantageous position to win new property management engagements due to its
existing relationships with large institutional investors and its ability to
provide single-source solutions for their multi-market and multi-functional
requirements.
The properties managed by the Company are typically served by locally based
teams of property managers and maintenance personnel supported by various
corporate level service functions, including technology support and purchasing.
Large client accounts are typically managed at the Company's national office to
assure consistency of quality and to promote greater cross-selling of the
Company's services.
The Company typically receives monthly management fees for the property
management services it provides, based upon a specified percentage of the
monthly gross income generated from the property under management. In certain
cases, the Company's property management agreements entitle it to receive a
minimum fee based on the net rentable square footage or a percentage of the
expected full occupancy fee of the property. The amount of the management fee
varies depending upon local market conditions, the leasing engagement,
arrangements for expense reimbursements and specific services required.
Incentive fees are sometimes negotiated in turnaround or other unusual
circumstances. The Company also may be reimbursed for a portion of its
administrative and payroll costs directly attributed to the properties under
management.
A typical property management agreement of the Company provides for an
indefinite term, but permits the property owner or the Company to terminate the
agreement upon thirty days prior written notice. The Company believes that these
are customary termination provisions in the industry. The Company historically
has been successful in retaining property management agreements, but has lost
agreements in circumstances where a property has been sold and the new property
owner assumes direct responsibility for managing the property or retains one of
the Company's competitors to manage the property. The Company focuses on
establishing alliance relationships with certain of its institutional customers
in an effort to obtain longer-term management contracts across multiple cities
and to provide services through the Company's other lines of business.
5
BROKERAGE SERVICES
In 1999, the Company facilitated approximately 9,800 sales and lease
transactions. As of December 31, 1999, the Company employed 551 brokers, having
added approximately 356 brokerage professionals since the beginning of 1996.
Revenues from brokerage services have increased from $62.0 million in 1995 to
$212.0 million in 1999 (30.8% of 1999 revenues). A substantial portion of this
growth in revenues is due to the increase in the number of brokers, which
includes the addition of 30 brokerage professionals from Fallon, Hines &
O'Connor, Inc. ("Fallon, Hines & O'Connor"), a Boston-based commercial real
estate brokerage, consulting and advisory firm acquired by the Company in May
1998. The Company employed approximately 195, 235, 335 and 484 brokers at the
end of 1995, 1996, 1997 and 1998, respectively.
The Company has historically provided project leasing services (leasing
space in real estate owned by investor clients and managed by the Company) for
the properties in its property management portfolio. The Company also provides
project leasing to investor clients that self-manage their properties. In 1993,
the Company began to expand its brokerage services beyond project leasing to
include tenant representation (representing clients seeking to acquire real
estate through lease or purchase), investment sales (representing clients buying
or selling income producing real estate), dispositions (representing clients
disposing of surplus space) and land sales (representing clients buying or
selling unimproved land).
The Company typically receives fees for brokerage services based on a
percentage of the value of the lease or sale transaction. Some transactions may
stipulate a fixed fee or include an incentive bonus component based on the
performance of the brokerage professional or client satisfaction. Although
transaction volume can be subject to economic conditions, brokerage fee
structures remain relatively constant through both economic upswings and
downturns.
Project leasing revenues are derived from the steady turnover of tenants in
the Company's property management and leasing portfolio of approximately 353
million square feet at December 31, 1999. Lease terms for these properties
average four years, resulting in approximately 88 million square feet of space
"rolling" each year, providing the Company a commission paid by the owner of the
property for renewing the existing tenant's lease or releasing the space to a
new tenant. The Company's tenant representation revenues are derived from
representing the tenants whose leases are expiring or who are seeking new lease
space. Disposition revenues generally increase in economic downswings as
companies dispose of surplus space, while investment sales and land revenues
generally increase in economic upswings as available capital drives the trading
of income producing properties and corporate demand for additional space drives
the purchase of land for new development.
The Company regards its brokerage force as an integral part of its delivery
system for the broad services the Company provides to its client base. The
Company's large network of experienced brokers is a valuable asset when seeking
new property management, outsourcing, development and construction and retail
services business. The presence of its brokers in on-site project leasing
offices can provide the Company with insights into its customers' non-brokerage
real estate needs and early opportunities to capture the client's real estate
services business. The sheer number of transactions in which its brokers are
involved can also be a source of information from which the Company can seek to
identify business opportunities in specific local or regional markets.
The Company actively engages its brokerage force in the execution of its
marketing strategy. Brokerage personnel often work in close concert with the
Company's "city leaders," who are the professionals with overall responsibility
for operations in major national markets. Through this arrangement, key
personnel are kept abreast of national trends and of the full range of services
provided to customers in other areas in the United States. The ongoing dialogue
among these professionals serves to increase their level of expertise, and is
supplemented by other more formal education such as that provided at "Trammell
Crow University," which offers sales and motivational training as well as direct
exposure to personnel from the Company's other lines of business. Moreover, the
brokerage force is financially rewarded for cross-selling efforts which result
in new engagements for the Company, such as a development project, the
acquisition of a new outsourcing account, or assistance across geographic
service lines
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which enables the Company to acquire additional brokerage business. Brokerage
personnel also earn commissions and are eligible to receive other forms of
incentive compensation. These incentives are designed to underscore the
Company's belief that the brokerage business is often a key point of entry for
new clients, and is thus integral to firm wide efforts to cross-sell a full
range of services.
The Company intends to continue to aggressively recruit and hire (either
individually or through acquisitions) additional brokerage professionals
experienced primarily in the areas of investment sales and tenant
representation. The Company believes that the quality brand identification of
its name, the platform of a full range of services to offer clients, the ability
to learn and execute additional real estate services and the Company's
incentive-based compensation system create an environment conducive to
attracting the most experienced and capable brokerage professionals.
DEVELOPMENT AND INVESTMENT ACTIVITIES
The Company focuses its commercial real estate development business on third
party build-to-suit customers and investors in office, industrial and retail
projects. It has the capability to implement active and sizeable development
programs, primarily on behalf of its clients. In 1999, revenues from development
and investment activities (consisting of service revenues, income from
investments in unconsolidated subsidiaries and gain on disposition of non-retail
real estate projects), were $145.8 million (21.2% of 1999 revenues) as compared
to $24.1 million in 1995. From January 1, 1995 through December 31, 1999, the
Company has developed and redeveloped approximately 73.3 million square feet of
projects with aggregate project costs of approximately $5.1 billion. In 1999,
the Company started approximately 22.3 million square feet of development
projects with an estimated aggregate cost of $1.8 billion. In 1995, 1996, 1997
and 1998, the Company started approximately 10.1 million, 12.4 million, 12.3
million and 16.2 million square feet, respectively, of development projects.
The Company provides its clients with services that are vital in all stages
of the development and construction process, including: (i) evaluating project
feasibility, budgeting, scheduling and cash flow analysis; (ii) site
identification, due diligence and acquisition; (iii) procurement of approvals
and permits, including zoning and other entitlements; (iv) coordination of
project design and engineering, (v) construction bidding and management and
tenant finish coordination; (vi) project close-out and user move coordination;
(vii) general contracting; and (viii) project finance advisory services.
The Company's development and construction services engagements are
typically staffed with a local/ regional team which includes a senior company
executive in the role of project general manager and one or more specialists in
the areas of physical project development and construction. The Company
currently employs approximately 30 senior executives with an average of thirteen
years of experience in all aspects of sourcing development projects and
providing general management and project finance advisory capabilities for those
projects. The Company also employs approximately 100 other individuals with an
average of nine years experience who are responsible for various aspects of the
development process, including the execution of physical development and
construction management responsibilities. The Company has dedicated ten of these
full-time employees to promote and oversee its development and construction
services business on a national basis while continuing to leverage the expertise
and contacts of the Company's local and regional development professionals. This
national team will focus on enhancing the value of large scale development
projects, mitigating development and construction risk in the Company's
portfolio of business and accessing the capital markets to arrange for
development programs/funds with institutional investors.
The Company typically receives a fee for its development services that is
based on a negotiated percentage of a project's budgeted construction and
development cost. Incentive bonuses may be received for completing a project
under budget and within certain critical time deadlines. The Company has also
been aggressive in negotiating other incentive compensation arrangements that
allow the Company to participate in the investment returns on projects it
develops for its clients. The Company may make a co-investment with its clients
(typically no more than 5% of a project's full construction and development
cost), receive its pro rata return on its investment in the project and also
receive an incentive participation
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in the project because of the Company's role in sourcing the development project
and/or executing a variety of services in the development process. The Company's
investments or co-investments in real estate projects typically result in an
economic interest substantially greater than the co-investment percentage. To
facilitate this activity and to further mitigate risk, the Company established
three discretionary development and investment funds which, as of December 31,
1999, had received funding commitments of $64.0 million, of which $45.6 million
has been invested in projects with an aggregate construction cost of
approximately $436.9 million.
The market for development and construction services is cyclical and is
driven by various economic conditions. The demand for commercial real estate
properties in the suburban office, downtown office and industrial markets has
increased over the last several years, driven primarily by the strong domestic
economy and the resulting job growth. However, the Company believes this cycle
may be reaching maturity, and as a result, expects development and investment
profits in 2000 to be relatively consistent with 1999 levels.
The Company's development activities generate business opportunities for the
Company's other service lines which can support the Company's earnings when
development and construction revenues decrease as a result of market conditions.
Because the Company provides development and construction services to third
parties, including clients who invest in build-to-suit projects, the Company
believes that the adverse effect on its revenues when speculative development
activities are curtailed in a market down cycle should be mitigated. When
development activity enters a down cycle in the future, the Company intends to
redeploy professionals from its development and construction services business
to pursue opportunistic property acquisitions with its established capital
partners.
OUTSOURCING SERVICES
As of December 31, 1999, the Company had approximately 2,100 employees who
serviced 85 outsourcing clients. These clients collectively own approximately
25,000 properties encompassing approximately 157.0 million square feet. Revenues
from outsourcing services have grown from $38.7 million in 1995 to $151.5
million in 1999 (22.0% of 1999 revenues). The Company has developed expertise in
providing outsourcing services to clients in the financial services, healthcare,
higher education, automotive, oil and gas and technology/communications
industries. In July 1999, the Company acquired Phoenix Corporate Services LLC, a
Cambridge, Massachusetts-based commercial real estate outsourcing services firm,
and Leeds Construction Company, Inc., an affiliated company ("Phoenix
Acquisition"), to expand its outsourcing services, strengthen its presence in
the higher education market and enhance the Company's position as the leading
provider of real estate services in New England.
The goal of the Company's outsourcing services business is to align the
facilities and support services of its clients with their operational and
strategic business objectives. Occupancy-related costs frequently represent the
largest corporate expense item after compensation and benefits. The Company
believes that organizations are increasingly outsourcing their infrastructure
management functions to reduce costs, improve profitability and refocus
management and other resources on core competencies.
The Company administers outsourcing services using a centralized
administrative, marketing and leadership organization combined with client-based
delivery systems. The outsourcing services offered by the Company consist of
(i) strategic services, such as consulting, development, properties portfolio
management, real estate asset management, management of accounting and
information systems, and organizational and process strategies; (ii) facility
management (the day-to-day maintenance and repair of facilities);
(iii) facility planning and project management (such as construction, space
planning, site consolidations, facilities design, workspace moves, adds and
changes and furniture, signage, and cabling); (iv) transaction services (such as
acquisitions, dispositions, project leasing, and subleasing, lease
administration and lease audits where, rather than providing services on a
transaction-by-transaction basis according to the industry's traditional model,
the Company seeks to manage a client's entire firm-wide property acquisition and
divestiture program); (v) office services (such as security, reprographics,
mail, cafeteria, shipping and receiving, and reception services); and (vi) call
center services (including work-
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order, dispatch, vendor management and emergency response), which are provided
24 hours a day through the Company's centralized call center.
The Company offers the following outsourcing service delivery options:
(i) dedicated Company employees located at a client site; (ii) a team of Company
employees dedicated to a client but located off the client's site at Company
offices; and (iii) a flexible, nationwide network of Company personnel providing
the full menu of the Company's real estate services from the Company's city
offices. Most of the Company's outsourcing engagements provide for on-site
presence of Company employees, which the Company believes enhances client
communication, provides focused personal service, protects the proprietary
information of the client and enables the Company to monitor client satisfaction
on an ongoing basis.
The Company has developed expertise in providing outsourcing services to
clients in the financial services, healthcare, higher education, automotive, oil
and gas and technology/communications industries. The growth, consolidation and
regulatory changes taking place in these industries have increased the
importance of outsourcing services to these corporations and have caused them to
seek to improve productivity by rationalizing facilities organization and
eliminating redundant assets. The Company believes that servicing clients within
these industries creates additional growth opportunity.
The five largest customers for the Company's outsourcing services business,
measured in 1999 revenues from such customers, collectively represented 8.5% of
the Company's total revenues in 1999. The Company believes that significant
growth opportunity exists within its existing customer base, as only 31 out of
85 customers receive three or more types of services from the Company out of six
types of outsourcing services offered.
The Company seeks to enter into multi-year outsourcing contracts with its
clients. Most contracts are structured so the Company receives a monthly base
fee and annual incentives if certain agreed-upon performance targets are
satisfied. Most contracts also provide for the reimbursement of client-dedicated
personnel costs and associated overhead expenses. In many cases, these revenue
sources are augmented by variable commission-based revenues from brokerage,
facility planning and project management activities.
RETAIL SERVICES
The Company's retail services management group was formed in 1996 to better
serve national retail customers (who demand specialized property and market
knowledge) and compete with other service providers whose sole focus is retail.
In furtherance of its goal to be the leading national retail real estate
company, in August 1997 the Company acquired (the "Doppelt Acquisition") Doppelt
and Company ("Doppelt"), which specializes in supporting the real estate
departments of retail companies by providing tenant representation and lease
disposition services to clients such as OfficeMax, TJX and General Nutrition
Centers. Retail revenues (consisting of service revenue and gain on disposition
of retail build-to-suit real estate projects) in 1999 were $33.4 million (4.9%
of 1999 revenues) as compared to $6.6 million in 1997. This increase resulted
primarily from the Doppelt Acquisition in August 1997 and the Faison Acquisition
in July 1998. The Company believes that the Faison Acquisition has established
the Company as one of the leading providers of retail and office property
management and brokerage services in the Southeastern United States and provided
the Company with the platform and expertise to expand its retail services
business.
The primary services the Company provides to its retail clients include
brokerage services, such as tenant representation for site acquisition and
surplus space dispositions, and development services, such as predevelopment
activities, project finance advisory services and construction oversight. The
Company also acquires, rehabilitates and sells certain retail properties which
the Company believes to be undervalued.
As of December 31, 1999, the Company provided retail services to over 53
retail customers and had developed more than 42 retail build-to-suit projects.
The 10 largest customers for the Company's retail services business in terms of
1999 revenues collectively generated $23.3 million of the Company's 1999
revenues. Although the Company is specifically focused on expanding its retail
client base, the Company
9
also believes that there are significant opportunities to provide additional
services to its existing retail clients.
The Company delivers tenant representation services and disposition services
utilizing a network of the Company's local brokers and third-party providers.
The Company generates commission revenue from these services which are shared
with brokers in the local markets. The Company believes that the Doppelt
Acquisition has enhanced its ability to recruit brokerage professionals, build
its local retail brokerage capabilities and capture a greater portion of these
commission revenues.
Development services are delivered through a national retail build-to-suit
subsidiary that specializes in predevelopment activities, including land
acquisition and procurement of entitlements. For its development services to
third parties, the Company typically earns a base fee plus an incentive fee that
is paid out of the sale proceeds upon project completion.
In December 1998, the Company formed TCC NNN Trading, Inc., a wholly-owned
subsidiary of the Company ("TCC Triple Net"), to acquire freestanding retail
properties and resell those properties within an anticipated hold period of no
more than six months after their acquisition. The Company's goal will be to
generate revenue through this activity by collecting rental income during the
period that the asset is owned and by capturing a spread on the purchase and
sale of the properties. The Company believes that, by providing real estate
services to its national retail customers, it has developed a proficiency in
identifying retail investment opportunities and formulating and implementing
retail development programs. In order to provide a portion of the funds
necessary to conduct these activities, the Company obtained a two-year $20.0
million revolving line of credit from KeyBank National Association. See
"ITEM 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS--LIQUIDITY AND CAPITAL RESOURCES."
Early in 2000, the Company realigned certain elements of its business to
bring clarity to its operations and respond to the demands of its customers for
fully-bundled integrated services. As a result of these changes, the components
of the retail segment have been absorbed by the Company's other business
segments based on the nature of the customer served, and accordingly, will be
managed and reported in these segments beginning in 2000.
COMPETITION
The Company competes in several market segments within the commercial real
estate industry, each of which is highly competitive on a national and a local
level. The Company faces competition from other real estate services providers,
consulting firms and in-house corporate real estate and infrastructure
management departments. Some of the Company's principal competitors in certain
of these segments have capabilities and financial resources equal to or greater
than those of the Company and a broader global presence. Many of the Company's
competitors are local or regional firms which are smaller than the Company on an
overall basis, but may be substantially larger than the Company on a local or
regional basis. While the Company does not believe that any of its competitors
are dominant in the business lines in which the Company operates, the providers
of real estate services that compete with the Company on a national level
include Jones Lang LaSalle Incorporated, CB Richard Ellis, Cushman &
Wakefield, Inc., Grubb & Ellis and Insignia Financial Group. The Company has
faced increased competition in recent years which has, in some cases, resulted
in lower service fees, or compensation arrangements more closely aligned with
the Company's performance in rendering services to its clients. In recent years,
there has been a significant increase in real estate ownership by REITs that
self-manage their real estate assets. Continuation of this trend could shrink
the asset base available to be managed by third party service providers,
decrease the demand for the Company's services and thereby significantly
increase its competition. In general, the Company expects the industry to become
increasingly competitive in the future. There can be no assurance that such
competition will not have a material adverse effect on the Company's business,
financial condition or results of operations.
10
EMPLOYEES
As of December 31, 1999, the Company had approximately 6,500 employees.
Employees of the Company at certain properties located in San Francisco,
California; Las Vegas, Nevada and Reno, Nevada are currently represented by a
labor union. The unions represented at the respective locations are:
International Union of Operating Engineers, Stationary Engineers, Local No. 39
(San Francisco, California); Southern California and Nevada Regional Council of
Carpenters (Las Vegas, Nevada); Carpenters Local Union #971 and Nevada Chapter
Associated General Contractors of America, Inc. and Laborers' International
Union of North America-AFL-CIO Local No. 169 (Reno, Nevada).
INSURANCE
The Company has the types of insurance coverage, including comprehensive
general liability and excess umbrella liability insurance, that it believes are
appropriate for a company in the lines of business in which it operates. The
Company's management will use its discretion in determining the amounts,
coverage limits and deductibility provisions of appropriate insurance coverage
on the Company's properties and operations at a reasonable cost and on suitable
terms. This might result in insurance coverage that, in the event of a
substantial loss, would not be sufficient to pay the full value of the damages
suffered by the Company.
TRADEMARKS
The trade name "Trammell Crow" is material to the Company's business. The
Company is party to a License Agreement ("License Agreement") with CF98, L.P.,
("CF98"), an affiliate of Crow Holdings, with respect to such business and trade
names. See "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."
ENVIRONMENTAL LIABILITY
Various federal, state and local laws and regulations impose liability on
current or previous real property owners or operators for the cost of
investigating, cleaning up or removing contamination caused by hazardous or
toxic substances at the property. In the Company's role as a property manager,
it could be held liable as an operator for such costs. Such liability may be
imposed without regard to the legality of the original actions and without
regard to whether the Company knew of, or was responsible for, the presence of
such hazardous or toxic substances, and such liability may be joint and several
with other parties. If the liability is joint and several, the Company could be
responsible for payment of the full amount of the liability, whether or not any
other responsible party is also liable. Further, any failure by the Company to
disclose environmental issues could subject the Company to liability to a buyer
or lessee of the property. In addition, some environmental laws create a lien on
the contaminated site in favor of the government for damages and costs it incurs
in connection with the contamination. The operator of a site also may be liable
under common law to third parties for damages and injuries resulting from
hazardous substances or environmental contamination at a site, including
liabilities relating to the presence of asbestos-containing materials. There can
be no assurance that any of such liabilities to which the Company or any of its
affiliates may become subject will not have a material adverse effect on the
Company's business and results of operations.
Some of the properties owned, operated or managed by the Company are on,
adjacent to or near properties that have contained in the past, or currently
contain, underground and/or above-ground storage tanks used to store regulated
substances such as petroleum products or other hazardous or toxic substances.
Some of the properties owned, operated or managed by the Company are in the
vicinity of properties which are currently, or have been, subject to releases of
regulated substances and remediation activity, and the Company is currently
aware of several properties owned, operated or managed by the Company which may
be impacted by regulated substances which may have migrated from adjacent or
nearby properties or which may be within the borders of areas suspected to be
impacted by regional groundwater contamination. In addition, the Company is
aware of the presence or the potential presence of regulated substances at
several properties owned, operated or managed by it, which may have resulted
11
from historical or ongoing soil or groundwater activities on those properties.
Based on the information available to date, the Company believes that the
environmental issues described above are being or have been appropriately
managed and will not have a material adverse effect on the Company.
There can be no assurance that environmental liabilities or claims will not
adversely affect the Company in the future.
GOVERNMENT REGULATION
The Company and its brokers, salespersons and, in some instances, property
managers are regulated by the states in which they do business. These
regulations include licensing procedures, prescribed fiduciary responsibilities
and anti-fraud prohibitions. The Company's activities are also subject to
various federal and state fair advertising, trade, housing and real estate
settlement laws and regulations and are affected by laws and regulations
relating to real estate and real estate finance and development. In particular,
a number of states and localities have imposed environmental controls and zoning
restrictions on the development of real estate.
The Company is subject to laws governing its relationship with employees,
including minimum wage requirements, overtime, working conditions and work
permit requirements. The Company believes that it has the necessary permits and
approvals to operate each of its properties and their respective businesses.
Under the Americans with Disabilities Act of 1990 ("ADA"), all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. While the Company believes that its
properties in which it holds an equity interest are substantially in compliance
with these requirements, a determination that such properties are not in
compliance with the ADA could result in the imposition of fines or an award of
damages to private litigants.
RISK FACTORS
An investment in the Company involves certain risks. Readers should read
this entire report carefully and should consider among other things, the risks
described below.
DEALINGS WITH AND RELIANCE ON AFFILIATES; POTENTIAL CONFLICTS OF
INTEREST. Crow Holdings and its affiliates are collectively the Company's
largest customer, accounting for approximately 3.8% of 1999 revenues. The
Company is not certain that Crow Holdings or its affiliates will continue to
transact business with the Company.
Because Crow Holdings and its owners hold significant amounts of common
stock and conduct real estate activities in direct competition with the Company,
the Company's relationship with these entities could give rise to conflicts of
interest. These competing activities may create a conflict with a major customer
or cause confusion in the real estate or capital markets. The Company has an
approval policy intended to help it manage potential conflicts involving related
parties, but the Company cannot be sure this policy will be effective.
TRADE NAME LICENSE. The Company has entered into a license agreement ("the
License Agreement") with an affiliate of Crow Holdings that allows it to use the
name "Trammell Crow" perpetually throughout the world in any business except the
residential real estate business. This license can be revoked if the Company
fails to maintain certain quality standards or infringe upon certain of such
affiliate's intellectual property rights.
If the Company loses the right to use the Trammell Crow name, the Company's
business will suffer significantly. The License Agreement permits certain
existing uses of this name by affiliates of Crow Holdings. The use of the
Trammell Crow name or other similar names by third parties may create confusion
or reduce the value associated with the Trammell Crow name.
CONTROL BY EXISTING STOCKHOLDERS. As of March 15, 2000, the Company's
directors, officers and employees owned at least 49% of the common stock
outstanding. These individuals will be able to control
12
the Company's affairs and policies and will be able to approve or disapprove
most matters submitted to a vote of its stockholders, including the election of
directors. This concentration of ownership could delay or prevent a change in
control.
RAPID GROWTH. The Company has grown significantly in recent years and
intends to continue to pursue an aggressive growth strategy in the future. This
historical growth and any significant future growth will continue to place
demands on the Company's resources. The Company's future success and
profitability will depend, in part, on its ability to enhance its management and
operating systems, manage and adapt to rapid changes in technology, obtain
financing for capital expenditures or strategic acquisitions, retain employees
due to policy and procedural changes and retain customers due to the Company's
ability to manage change. The Company may not be able to successfully manage any
significant expansion or obtain adequate financing on favorable terms, if at
all.
ACQUISITIONS. The Company completed five strategic acquisitions in 1998 and
one in 1999 and intends to pursue other acquisitions. In the future, the Company
may not be able to acquire businesses on favorable terms, and may have to use a
substantial portion of its capital resources for any such acquisitions.
Challenges and issues commonly encountered in strategic acquisitions include:
- diversion of management's attention to assimilating the acquired business;
- maintaining employment relationships with the Company's employees and
employees of an acquired business;
- adverse short-term effects on operating results;
- integrating financial and other administrative systems;
- amortization of any acquired intangible assets; and
- maintaining uniform standards, controls, procedures and policies.
In addition, the acquired businesses' customers could cease to do business
with the Company. Potential conflicts between the Company's customers and those
of an acquired business could threaten its business relationships. If the
Company is not able to manage these risks, its business could suffer
significantly.
REAL ESTATE INVESTMENT AND CO-INVESTMENT ACTIVITIES. Selective investment
in real estate projects is an important part of the Company's strategy. These
activities involve the inherent risk of loss of the Company's investment. As of
December 31, 1999, the Company was involved as a principal in 93 "in process"
real estate development projects with an estimated aggregate cost of
approximately $1.2 billion. As of December 31, 1999, the Company had invested
approximately $76.2 million and had assumed approximately $47.6 million in
recourse obligations with respect to such projects.
Because the disposition of a single significant investment can impact the
Company's financial performance in any period, its real estate investment
activities could increase fluctuations in the Company's net earnings and cash
flow. The Company has limited control over the timing of the disposition of
these investments and the recognition of any related gain or loss.
The commercial real estate market is cyclical and depends on the perceptions
of real estate investors as to general economic conditions. Because the
Company's investment strategy typically entails making relatively modest
investments alongside its corporate and institutional clients, its ability to
conduct these activities depends in part on the supply of investment capital for
commercial real estate and related assets. During the last half of 1998, the
Company observed evidence that providers of capital for real estate investment
were beginning to take a more cautious approach regarding investments in
development projects, and through 1999, continued to note such caution on the
part of capital providers. The Company expects that this trend, together with
increases in interest rates during 1999 and thus far in 2000, will cause the
Company's development and investment revenues to decline slightly in 2000 and
profits to be relatively consistent with 1999 levels.
13
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. In recent years, the Company's
revenues have been lower in the first three quarters because its clients tend to
close transactions toward the end of their fiscal years (typically the calendar
year). This causes the Company to earn a significant portion of its revenues
under transaction-oriented service contracts in the fourth quarter. In addition,
a growing portion of the Company's property management and outsourcing contracts
provide for bonus payments if it achieves certain performance targets. These
incentive payments are generally earned in the fourth quarter. Furthermore,
revenues can be influenced by the timing of significant individual transactions.
The Company plans its capital and operating expenditures based on its
expectations of future revenues. If revenues are below expectations in any given
quarter, the Company may be unable to adjust expenditures to compensate for any
unexpected revenue shortfall. The Company's business could suffer as a
consequence.
COMPETITION. The Company competes in several market segments within the
commercial real estate industry, each of which is highly competitive on a
national and a local level. The Company faces competition from other real estate
services providers, consulting firms and in-house corporate real estate and
outsourcing services departments. In recent years, there has been a significant
increase in real estate ownership by REITs that self-manage their real estate
assets. Continuation of this trend could shrink the asset base available to be
managed by third party service providers, decrease the demand for our services
and thereby significantly increase its competition.
SHARES NO LONGER SUBJECT TO LOCK-UP. The market price of the Company's
common stock could drop as a result of sales of a large number of shares of
common stock in the market, or the perception that such sales could occur. These
factors could also make it more difficult for the Company to raise funds through
future offerings of common stock.
In connection with an underwritten offering of common stock by stockholders
in March 1999, holders of 19,157,683 shares of common stock executed lock-up
agreements for the benefit of the Company and the underwriters of the offering.
Pursuant to these lock-up agreements, such holders agreed, subject to certain
exceptions, to not sell such shares of common stock for a period of one year.
All of these shares could be sold in the public market by their holders at any
time on or after March 29, 2000.
RECRUITING AND RETENTION OF QUALIFIED PERSONNEL. The Company's continued
success is highly dependent upon the efforts of its executive officers and key
employees. If any of the Company's key employees leave, its business may suffer.
The growth of the Company's business is also largely dependent upon its ability
to attract and retain qualified personnel in all areas of its business,
particularly management. If the Company is unable to attract and retain such
qualified personnel, it may be forced to limit its growth, and its business and
operating results could suffer. The pace of change within the Company (i.e.
organizational and technological) could impact its ability to retain personnel.
RELIANCE ON MAJOR CLIENTS AND CONTRACT RETENTION. A relatively small number
of the Company's clients generate a significant portion of its revenues. The
Company's ten largest clients accounted for approximately 22.5% of its total
1999 revenues. The loss of one or more of its major clients could have a
material adverse effect on the Company's business.
In 1999, revenue from property management and outsourcing contracts
constituted approximately 20.7% and 22.0%, respectively, of the Company's total
revenues. The Company's property management contracts can generally be cancelled
upon 30 days notice by either party and its outsourcing services contracts are
typically for initial terms of three to five years with options to renew.
Accordingly, contracts representing a significant percentage of the Company's
revenues are terminable on short notice or may be scheduled to expire in any one
year. The Company has been successful in retaining and renewing a significant
portion of its contracts, but may not be able to do so in the future. Moreover,
increased competition may force the Company to renew such contracts on less
favorable terms.
ENVIRONMENTAL LIABILITY. Various laws and regulations impose liability on
real property owners or operators for the cost of investigating, cleaning up or
removing contamination caused by hazardous or toxic substances at the property.
In the Company's role as a property manager, the Company could be held liable as
an operator for such costs. This liability may be imposed without regard to the
legality of the
14
original actions and without regard to whether the Company knew of, or was
responsible for, the presence of the hazardous or toxic substances. If the
Company fails to disclose environmental issues, the Company could also be liable
to a buyer or lessee of the property. In addition, some environmental laws
create a lien on the contaminated site in favor of the government for damages
and costs the Company incurs in connection with the contamination. If the
Company incurs any such liability, its business could suffer significantly.
ANTI-TAKEOVER CONSIDERATIONS. Some provisions of the Company's certificate
of incorporation and certain provisions of Delaware law may deter or prevent a
takeover attempt, including an attempt that might result in a premium over the
market price for its common stock. These provisions include:
- STAGGERED BOARD OF DIRECTORS. The Company's Board of Directors is divided
into three classes serving terms currently expiring in 2000, 2001 and
2002. Because the Company's Board of Directors is divided into classes,
members of its Board of Directors may only be removed from office prior to
the expiration of their terms if such removal is for "cause." Therefore,
the staggered terms of directors may limit the ability of holders of
common stock to complete a change of control.
- STOCKHOLDER PROPOSALS. The Company's stockholders must follow an advance
notification procedure for certain stockholder nominations of candidates
for the Company's Board of Directors and for certain other business to be
conducted at any stockholders' meeting. This limitation on stockholder
proposals could inhibit a change of control.
- PREFERRED STOCK. The Company's certificate of incorporation authorizes the
Company's Board of Directors to issue up to 30,000,000 shares of preferred
stock having such rights as may be designated by the Company's Board of
Directors, without stockholder approval. The issuance of such preferred
stock could inhibit a change of control.
- DELAWARE ANTI-TAKEOVER STATUTE. Section 203 of the Delaware General
Corporation Law restricts certain business combinations with interested
stockholders upon their acquiring 15% or more of the Company's common
stock. This statute may have the effect of inhibiting a non-negotiated
merger or other business combination.
FORWARD-LOOKING STATEMENTS. This report includes forward-looking
statements. The Company has based these forward-looking statements on its
current expectations about future events. These forward-looking statements are
subject to risks, uncertainties, and assumptions, including, among other things:
- Timing of individual development, brokerage and retail build-to-suit
transactions,
- The Company's ability to implement cost containment measures and achieve
economies of scale,
- The Company's ability to attract new outsourcing customers,
- The Company's ability to manage fluctuations in net earnings and cash flow
which could result from its increased participation as a principal in real
estate investments,
- The Company's ability to continue to pursue an aggressive growth strategy
(including through acquisitions),
- The Company's ability to compete in highly competitive national and local
business lines,
- The Company's ability to attract and retain qualified personnel in all
areas of its business (particularly management) and
- The Company's ability to successfully implement technological initiatives.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this report might not occur. The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
15
ITEM 2. PROPERTIES
The Company's executive offices are located at 2001 Ross Avenue, 3400
Trammell Crow Center, Dallas, Texas 75201 and consist of approximately 32,441
square feet of leased office space. The Company's telephone number at such
address is (214) 863-3000. The Company's lease at its executive offices will
expire on December 31, 2004.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to its
business. In the Company's opinion, no litigation to which the Company is
currently a party, if decided adversely to the Company, is likely to have a
material adverse effect on the Company's results of operations or financial
condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of stockholders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
1999.
16
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock was listed on the New York Stock Exchange ("NYSE") on
November 25, 1997 under the symbol "TCW." On June 3, 1998, the Common Stock
began trading under the symbol "TCC." At March 15, 2000, 34,872,694 shares were
held by approximately 467 stockholders of record. The following table sets forth
the high and low sales prices per share of Common Stock as reported on the NYSE
Composite Transaction Tape on a quarterly basis for the last two fiscal years.
HIGH LOW
-------- --------
1998
First Quarter........................................... $30.875 $22.688
Second Quarter.......................................... $37.563 $25.500
Third Quarter........................................... $33.500 $25.375
Fourth Quarter.......................................... $28.000 $15.000
1999
First Quarter........................................... $28.000 $14.250
Second Quarter.......................................... $19.125 $15.750
Third Quarter........................................... $18.500 $12.250
Fourth Quarter.......................................... $15.875 $10.500
The Company intends to retain earnings to finance its growth and for general
corporate purposes and, therefore, does not anticipate paying dividends in the
foreseeable future. Any future payment of dividends will be at the discretion of
the Board of Directors and will depend upon the Company's results of operations,
financial condition, cash requirements and other factors deemed relevant by the
Board of Directors, including the terms of the Company's indebtedness.
Provisions in agreements governing the Company's long-term indebtedness limit
the amount of dividends that the Company may pay to its stockholders. See
"ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS--LIQUIDITY AND CAPITAL RESOURCES."
In November 1999, the Company announced that its Board of Directors had
approved a stock repurchase program. The repurchase program authorized the
repurchase of up to $10.0 million of the Company's common stock from time to
time in open market purchases or through privately negotiated transactions.
Through December 31, 1999, the Company had purchased 780,900 shares at an
average cost of $11.59 per share with funds generated from operations and
existing cash. Through March 15, 2000, the Company had repurchased a total of
830,700 shares at an average cost of $11.57 per share. The Company placed the
repurchased shares in treasury and expects that the shares will be reissued in
connection with the Company's employee stock purchase plan and option exercises
or restricted stock grants under the Company's Long-Term Incentive Plan, as well
as for other corporate purposes.
In April 1999, the Company issued to John McMahan Group 1,970 shares of
common stock. The shares were issued in consideration for the recipient's
agreement to provide certain consulting services to the Company. Such shares
were issued without registration under the Securities Act, in reliance on
Section 4(2) of the Securities Act and Rule 506 promulgated thereunder.
In April 1999, the Company issued to Monitor Company 5,788 shares of common
stock. The shares were issued in consideration for the recipient's agreement to
provide certain consulting services to the Company. Such shares were issued
without registration under the Securities Act, in reliance on Section 4(2) of
the Securities Act and Rule 506 promulgated thereunder.
On April 20, 1999, pursuant to an agreement and plan of merger, PrimeWest
Real Estate Services, Inc., an Arizona corporation ("PrimeWest"), was merged
into a wholly-owned subsidiary of the Company, and the Company acquired all of
the outstanding shares of common stock of PrimeWest. In connection with this
transaction, the stockholders of PrimeWest received 39,438 shares of common
stock and the right to receive certain cash payments and up to an additional
39,438 shares of common stock if
17
certain conditions are met. Such shares were issued on May 12, 1999 without
registration under the Securities Act, in reliance on Section 4(2) of the
Securities Act and Rule 506 promulgated thereunder.
In July, 1999 in connection with the Phoenix Acquisition, the Company issued
268,306 shares of common stock to a trustee who has agreed to hold the shares
until they are to be transferred to Phoenix, or under certain circumstances, the
Company. Such shares were issued without registration under the Securities Act,
in reliance on Section 4(2) of the Securities Act and Rule 506 promulgated
thereunder.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected financial data set forth below have been derived from the
consolidated financial statements of the Company. The consolidated financial
statements of the Company as of December 31, 1999 and 1998 and for each of the
three years in the period ended December 31, 1999 have been audited by Ernst &
Young LLP, independent auditors, whose report thereon appears elsewhere herein.
The selected financial data should be read in conjunction with "ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS," and the financial statements and notes thereto contained elsewhere
in this report.
YEAR ENDED DECEMBER 31
-------------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Property management services........ $ 96,705 $ 95,293 $ 91,936 $ 120,807 $ 142,405
Brokerage services.................. 61,960 72,095 91,053 152,154 212,028
Development and construction
services.......................... 20,382 22,732 40,054 65,942 92,161
Outsourcing services................ 38,681 50,836 68,719 105,129 151,495
Retail services..................... 1,510 2,393 5,318 19,700 30,322
Income from unconsolidated
subsidiaries...................... 114 594 512 18,438 23,338
Gain on disposition of real
estate............................ 5,026 6,630 10,241 31,658 33,410
Other............................... 2,824 4,882 5,806 3,695 2,284
----------- ----------- ----------- ----------- -----------
Total revenues...................... 227,202 255,455 313,639 517,523 687,443
Salaries, wages and benefits........ 130,248 137,794 161,425 269,780 356,849
Non-recurring compensation costs.... -- -- 33,085 -- --
Commissions......................... 23,730 27,119 39,121 67,508 97,838
General and administrative.......... 40,671 41,421 55,884 78,344 97,530
Profit sharing...................... 15,893 20,094 23,514 -- --
Other............................... 8,526 9,087 17,997 25,766 45,629
----------- ----------- ----------- ----------- -----------
Operating costs and expenses........ 219,068 235,515 331,026 441,398 597,846
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes... 8,134 19,940 (17,387) 76,125 89,597
Income tax provision (benefit)...... 3,793 7,826 (3,367) 29,674 35,154
----------- ----------- ----------- ----------- -----------
Net income (loss)................... $ 4,341 $ 12,114 $ (14,020) $ 46,451 $ 54,443
=========== =========== =========== =========== ===========
Earnings (loss) per share (1):
Basic............................. $ (.42) $ 1.36 $ 1.56
Diluted........................... $ (.42) $ 1.28 $ 1.50
Weighted Average Common Shares
Outstanding (1):
Basic............................. 33,583,467 34,059,155 34,991,707
Diluted........................... 33,583,467 36,216,352 36,411,063
OTHER DATA:
EBITDA, as adjusted (2)............. $ 32,033 $ 48,915 $ 59,522 $ 96,811 $ 116,647
Net cash provided by (used in)
operating activities.............. 10,648 25,148 (4,978) 7,677 (1,675)
Net cash used in investing
activities........................ (646) (5,019) (26,619) (94,289) (20,144)
Net cash provided by (used in)
financing activities.............. (5,457) (1,779) 69,839 77,811 (18,599)
18
DECEMBER 31
-------------------------------------------------------------------
1995 1996 1997 1998 1999
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents........... $ 40,155 $ 58,505 $ 96,747 $ 87,946 $ 47,528
Total assets........................ 114,315 194,314 326,236 468,515 638,010
Long-term debt...................... 7,065 12,361 2,430 85,995 64,084
Notes payable on real estate held
for sale.......................... 13,182 67,810 76,623 56,344 134,827
Total liabilities................... 95,090 160,018 169,305 262,536 352,205
Minority interest................... 3,932 3,294 19,859 13,967 34,153
Stockholders' equity................ 15,293 31,002 137,072 192,012 251,652
- --------------------------
(1) Earnings per share and weighted average common shares outstanding for the
years prior to 1997 are not relevant due to the change in capital structure
effected in connection with a reincorporation transaction in the fourth
quarter of 1997. The weighted average shares outstanding used to calculate
basic and diluted earnings per share for 1997 include the shares issued in
the initial public offering and in the reincorporation transaction as if
they were outstanding for the entire period.
(2) EBITDA, as adjusted, represents earnings before interest, income taxes,
depreciation and amortization, royalty and consulting fees, profit sharing,
the non-cash, non-recurring charge to income related to the stock options
granted under the Company's 1997 Stock Option Plan assumed by the Company in
connection with the reincorporation transaction (the "Assumed Option Plan")
and the non-recurring charge to income resulting from the settlement of
claims by certain former employees arising out of a terminated stock
appreciation rights plan. Management believes that EBITDA, as adjusted, can
be a meaningful measure of the Company's operating performance, cash
generation and ability to service debt. However, EBITDA, as adjusted, should
not be considered as an alternative to: (i) net earnings (determined in
accordance with generally accepted accounting principles ("GAAP"));
(ii) operating cash flow (determined in accordance with GAAP); or
(iii) liquidity. The Company's calculation of EBITDA, as adjusted, may
differ from similarly titled items reported by other companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and the notes thereto and the other
information included in Item 14(a)(1) and (2) of this Annual Report on Form
10-K.
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,
through the end of 1999, the Company had three reportable segments which
paralleled the organization's management. Two of these segments were the
nationally organized businesses of outsourcing and retail services, with the
third being the local business units. The local business units segment included
the Company's 30 business units located throughout the United States that
conduct the Company's property management, brokerage and development and
investment businesses.
The Company's annual revenues increased to $687.4 million in 1999 from
$313.6 million in 1997. This revenue growth was achieved during a period when
the composition of the Company's revenues shifted significantly as the Company
increased the roles which brokerage, development and investment, outsourcing and
retail services play in its overall strategy. From 1997 to 1999, the percentage
of the Company's revenues generated by its property management services business
declined from 29.3% to 20.7%. Over this same period, revenues from brokerage,
development and investment (including income from unconsolidated subsidiaries
and gain on disposition of non-retail real estate projects), outsourcing and
retail services (including gain on disposition of retail build-to-suit real
estate projects) increased from a combined 68.8% of total revenues to 78.9% of
total revenues.
19
The Company's revenue streams consist primarily of recurring payments made
pursuant to service contracts and variable transaction-oriented payments. The
Company typically receives base monthly fees from clients for services provided
in its property management business. A majority of the fees generated by the
Company's outsourcing services business are contractual and recurring in nature.
The Company typically earns fees from its development and construction services
business which are based upon a negotiated percentage of a project's cost, and
the Company may receive incentive bonuses for completing a development project
under budget and within certain critical time deadlines, and for achieving
specified leasing targets. The fees generated in the Company's brokerage and
retail services businesses are typically paid in connection with the
consummation of a transaction such as the purchase or sale of commercial
property or the execution of a lease. Revenues from the Company's investment
activities primarily consist of gain on disposition of real estate and income
from unconsolidated subsidiaries that hold real estate assets. The Company has
limited control over the timing of the disposition of these investments and the
recognition of any related gain or loss. Because the disposition of a single
significant investment can impact the Company's financial performance in any
period, these investment activities could create fluctuations in the Company's
revenues. Because the Company's investment strategy typically entails making
relatively modest investments alongside its corporate and institutional clients,
its ability to conduct these activities depends in part on the supply of
investment capital for commercial real estate and related assets. During the
last half of 1998, the Company observed some evidence that providers of capital
for real estate investment were beginning to take a more cautious approach
regarding investment in development projects, and through 1999, continued to
note such caution on the part of capital providers. The Company expects that
this trend, together with increases in interest rates during 1999 and thus far
in 2000, will cause the Company's development and investment revenues to decline
slightly in 2000 and profits to be relatively consistent with 1999 levels. In
1999, the percentage of the Company's total revenues (including $2.3 million in
other revenues) generated by each of its property management, brokerage,
development and investment, outsourcing and retail businesses was 20.7%, 30.9%,
21.4%, 22.1% and 4.9%, respectively.
The Company's operating expenses consist of salaries, wages and benefits,
commissions, general and administrative expenses, depreciation and amortization
expense, interest and minority interest. Salaries, wages and benefits and
commissions constitute a majority of the Company's total operating costs and
expenses.
Over the last three years, an average of 32.7% of the Company's income
before income taxes (adjusted in 1997 to add back the non-cash charge related to
the options granted under the Assumed Option Plan and the expense related to the
settlement of claims by certain former employees arising out of the termination
of a Stock Appreciation Rights Plan) has been generated in the fourth quarter,
due primarily to a calendar year-end focus by the commercial real estate
industry on the completion of transactions. In addition, certain of the
Company's property management and outsourcing contracts provide for bonus
payments if the Company achieves certain performance targets. Such incentive
payments are generally earned in the fourth quarter. In contrast, the Company's
non-variable operating expenses, which are treated as expenses when incurred
during the year, are relatively constant on a quarterly basis. See "--QUARTERLY
RESULTS OF OPERATIONS AND SEASONALITY."
The Company intends to continue to pursue an aggressive growth strategy by
expanding client relationships, expanding the breadth of its service offerings,
making selective co-investments with its clients and pursuing selective
strategic acquisitions. The Company has primarily used borrowings under its
$150 million revolving line of credit and internally generated funds to finance
its growth. See "--LIQUIDITY AND CAPITAL RESOURCES."
GOODWILL AND OTHER INTANGIBLES
Goodwill and other intangibles represent 21.4% and 54.3% of the Company's
total assets and total stockholders' equity, respectively, at December 31, 1999.
The goodwill reflects the excess of the purchase price over the fair value of
the net assets of real estate service companies acquired by the Company,
primarily in 1997, 1998 and 1999. See ITEM 8.--FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA, NOTE 13. The other intangibles represent property management
contracts and employment/non-compete agreements for
20
certain employees entered into in connection with these acquisitions and in
connection with other employment/non-compete arrangements.
Because the Company's acquisitions have been of real estate service
companies, no significant tangible assets have been acquired. Management has
considered several factors to determine the expected benefit period for the
goodwill: (i) the longevity of the Company's business; (ii) the length of time
the acquired companies had been in operation; (iii) the cash flows expected to
be directly generated from the acquired companies; and (iv) the additional cash
flows expected to be generated by the Company's existing businesses as a result
of the enhanced service offerings and expertise in different business or
geographic areas obtained through these acquisitions. The Company has considered
the average life of its property management contracts to determine the period
over which to amortize the intangibles related to acquired property management
contracts. The Company amortizes intangibles resulting from employment/non-
compete agreements over the terms in which each contract is in effect.
While all of the acquired companies have been integrated into the Company's
operations to some degree, a few of the acquired companies still maintain
separate financial information. Where financial information of the acquired
company can be segregated, management has compared the results of operations of
the acquired company to the expected results at the time of acquisition to
assess the recoverability of goodwill and the related intangibles. Where the
acquired companies have been fully integrated into existing operations,
management has evaluated the growth in operations, and expected future growth in
operations, of the Company as a whole, as well as the impact of the acquisition
on the Company's ability to win new business.
At December 31, 1999, the Company's management has concluded that there is
no persuasive evidence that any material portion of the goodwill and other
intangibles will dissipate over a shorter period than the amortization periods
used.
RESULTS OF OPERATIONS
The following table sets forth items from the Company's Consolidated
Statements of Operations for each of the three years in the period ended
December 31, 1999, as a percent of total revenue for the periods indicated.
YEAR ENDED DECEMBER 31
------------------------------
1997 1998 1999
-------- -------- --------
REVENUES:
Property management services................................ 29.3% 23.3% 20.7%
Brokerage services.......................................... 29.0% 29.4% 30.8%
Development and construction services....................... 12.8% 12.7% 13.4%
Outsourcing services........................................ 21.9% 20.3% 22.0%
Retail services............................................. 1.7% 3.8% 4.4%
Income from unconsolidated subsidiaries..................... 0.2% 3.6% 3.4%
Gain on disposition of real estate.......................... 3.3% 6.1% 4.9%
Other....................................................... 1.8% 0.8% 0.4%
------ ------ ------
Total revenues.............................................. 100.0% 100.0% 100.0%
Salaries, wages and benefits................................ 51.5% 52.1% 51.9%
Non-recurring compensation costs............................ 10.5% -- --
Commissions................................................. 12.5% 13.0% 14.2%
General and administrative.................................. 17.8% 15.1% 14.2%
Profit sharing.............................................. 7.5% -- --
Other....................................................... 5.7% 5.0% 6.6%
------ ------ ------
Total operating costs and expenses.......................... 105.5% 85.2% 86.9%
------ ------ ------
Income (loss) before income taxes........................... (5.5)% 14.8% 13.1%
Income tax expense (benefit)................................ (1.1)% 5.7% 5.1%
------ ------ ------
Net income (loss)........................................... (4.4)% 9.1% 8.0%
====== ====== ======
21
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
REVENUES. The Company's total revenues increased $169.9 million, or 32.8%,
to $687.4 million in 1999 from $517.5 million in 1998.
Property management services revenue, which represented 20.7% of the
Company's total revenue in 1999, increased $21.6 million, or 17.9%, to $142.4
million in 1999 from $120.8 million in 1998. This increase was primarily due to
an overall increase in the number of square feet under management in 1999, which
was attributable to a focus on larger institutional customers and the
acquisitions of Tooley in March of 1998 and Faison in July 1998.
Brokerage services revenue, which represented 30.8% of the Company's total
revenue in 1999, increased $59.8 million, or 39.3%, to $212.0 million in 1999
from $152.2 million in 1998. The revenue growth resulted from an increase in the
number of brokerage transactions, fueled by an increase of 26.4% in the average
number of brokers employed in 1999 compared to 1998, coupled with an increased
focus on larger transactions.
Revenues from development and investment activities (consisting of
development and construction service fees, income from unconsolidated
subsidiaries and gain on disposition of non-retail real estate projects) totaled
$145.8 million in 1999, and represented 21.2% of the Company's 1999 total
revenue. These revenues increased $32.0 million, or 28.1%, from $113.8 million
in 1998. The revenue growth was primarily due to a significant increase in
development and construction management-related fees of $24.0 million, or 50.3%,
to $71.7 million in 1999 from $47.7 million in 1998, and an increase in income
from unconsolidated subsidiaries resulting from sale of the underlying real
estate, which increased $4.9 million, or 26.6%, to $23.3 million in 1999 from
$18.4 million in 1998. Income from unconsolidated subsidiaries is primarily
generated by sales of properties in the underlying entities in which the Company
has an investment. As a result, income from subsidiaries fluctuates with the
number of sales and profitability of each of these transactions. The income from
unconsolidated subsidiaries in 1999 includes $17.8 million resulting 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.
A portion of the Company's development and investment activities involves
the provision of development services to companies that invest in commercial
real estate projects. During the last half of 1998, the Company observed
evidence that providers of capital for real estate investment were beginning to
take a more cautious approach regarding investments in development projects, and
through 1999, continued to note such caution on the part of capital providers.
The Company expects that this trend, together with increases in interest rates
during 1999 and thus far in 2000, will cause the Company's development and
investment revenues to decline slightly in 2000 and profits to be relatively
consistent with 1999 levels.
Outsourcing services revenues, which represented 22.0% of the Company's
total revenue in 1999, increased $46.4 million, or 44.1%, to $151.5 million in
1999 from $105.1 million in 1998. The revenue growth resulted primarily from
(i) the Phoenix Acquisition in July 1999, (ii) the expansion of services
provided to existing customers, and (iii) the addition of several new customers.
Contributing significantly to profitability of the outsourcing services segment
was a budgeted $2.4 million annual minimum fee guarantee received from a
customer in 1999.
Retail revenues (including services revenues and gain on disposition of
retail build-to-suit real estate projects) totaled $33.4 million in 1999, and
represented 4.9% of the Company's 1999 total revenue. These revenues increased
$11.5 million, or 52.5%, from $21.9 million in 1998. This revenue growth was
primarily a result of the addition of approximately 10.0 million square feet of
regional malls under management due to the Faison Acquisition in July of 1998.
OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased $156.4 million, or 35.4%, to $597.8 million in 1999 from $441.4
million in 1998.
22
The increase in operating costs and expenses was largely due to a 32.3%
increase in salaries, wages, and benefits in 1999, resulting primarily from
increases in staffing and, to a lesser extent, rising pressure on labor costs.
The Company added approximately 1,400 employees in 1999 due to the acquisitions
of real estate service companies, new outsourcing wins and support for internal
growth in the Company's business.
Commissions increased 44.9%, to $97.8 million, in 1999 from $67.5 million in
1998, primarily as a result of the increased brokerage activities giving rise to
the significant growth in the Company's brokerage services revenues.
General and administrative expenses increased $19.2 million, or 24.5%, to
$97.5 million in 1999 from $78.3 million in 1998. The increase is primarily due
to a company-wide increase in administrative costs resulting from the overall
increase in number of employees and, to a lesser extent, an increase in
management information systems costs. Additionally, general and administrative
expenses increased in part due to expenses incurred in connection with the
integration into the Company's business of the operations acquired in the Faison
Acquisition and with several initiatives begun in the third and fourth quarters
of 1998 which are intended to increase revenues and income in future periods.
These initiatives include upgrading the Company's management information systems
and making targeted investments to add capacity in the Company's development and
investment, outsourcing, retail and brokerage businesses. Additionally, in the
third quarter of 1999, the Company outsourced much of its management information
systems support functions, resulting in a shift of costs from salaries, wages
and benefits to general and administrative expenses. General and administrative
expenses decreased slightly from 1998 to 1999 as a percentage of revenues, due
to economies of scale recognized.
Minority interest increased $13.5 million, or 264.7%, in 1999 from $5.1
million in 1998. The increase is primarily due to minority interest of
approximately $15.4 million related to the transaction described above in the
discussion of revenues from development and investment activities.
Other expenses (consisting of depreciation, amortization and interest)
increased $6.4 million, or 30.9%, in 1999 from $20.7 million in 1998. The
increase in other expenses is primarily a result of amortization of goodwill
related to acquisitions and increased depreciation as a result of increased
fixed asset expenditures.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
increased $13.5 million to $89.6 million in 1999 from $76.1 million in 1998, due
to the fluctuations in revenues and expenses described above.
NET INCOME. Net income increased $7.9 million, to $54.4 million in 1999
from $46.5 million in 1998, due to the fluctuations in revenues and expenses
described above.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
REVENUES. The Company's total revenues increased $203.9 million, or 65.0%,
to $517.5 million in 1998 from $313.6 million in 1997.
Property management services revenue, which represented 23.3% of the
Company's total revenue in 1998, increased $28.9 million, or 31.4%, to $120.8
million in 1998 from $91.9 million in 1997. This increase was primarily due to
an increase in square feet under management in 1998, which resulted primarily
from the acquisitions of Tooley in March of 1998 and Faison in July 1998.
Brokerage services revenue, which represented 29.4% of the Company's total
revenue in 1998, increased $61.1 million, or 67.1%, to $152.2 million in 1998
from $91.1 million in 1997. The revenue growth resulted from an increase in the
number of brokerage transactions fueled by an increase of 43.9% in the average
number of brokers employed in 1998 compared to 1997, coupled with an increased
focus on larger transactions.
Revenues from development and investment activities (consisting of
development and construction service fees, income from unconsolidated
subsidiaries and gain on disposition of non-retail real estate projects) totaled
$113.8 million in 1998, and represented 22.0% of the Company's 1998 total
revenue. These revenues increased $64.2 million, or 129.4%, from $49.6 million
in 1997. The revenue growth was
23
primarily due to (i) a significant increase in 1998 in the number of development
projects with respect to which the Company receives development fees, which
increased $16.8 million, or 100.6%, to $33.5 million in 1998 from $16.7 million
in 1997, (ii) an increase in income from unconsolidated subsidiaries resulting
from sale of the underlying real estate, which increased $17.9 million, or
3580.0%, to $18.4 million in 1998 from $.5 million in 1997, and (iii) an
increase in gain on disposition of real estate, which increased $20.4 million,
or 226.7%, to $29.4 million in 1998 from $9.0 million in 1997. The income from
unconsolidated subsidiaries in 1998 includes the Company's share of gain on
sales of 12 real estate projects, including one atypically large and profitable
transaction that closed in the fourth quarter and contributed approximately
$10.1 million of revenues and $6.2 million of net income. The gain on
disposition of real estate reflects the sale of 34 real estate projects in 1998
compared to seven in 1997.
Outsourcing services revenues, which represented 20.3% of the Company's
total revenue in 1998, increased $36.4 million, or 53.0%, to $105.1 million in
1998 from $68.7 million in 1997. The revenue growth resulted primarily from the
addition of new customers, including two significant new customers in the
financial services industry, and the expansion of services provided to existing
customers.
Retail revenues (including services revenues and gain on disposition of
retail build-to-suit real estate projects) totaled $21.9 million in 1998, and
represented 4.2% of the Company's 1998 total revenue. These revenues increased
$15.3 million, or 231.8%, from $6.6 million in 1997. This revenue growth was
primarily a result of the acquisition of Doppelt in August 1997, an increase in
gain on disposition of build-to-suit real estate projects resulting primarily
from seven sales in 1998 and the addition of approximately 10.0 million square
feet of regional malls under management due to the Faison Acquisition in
July of 1998.
OPERATING COSTS AND EXPENSES. The Company's operating costs and expenses
increased $110.4 million, or 33.4%, to $441.4 million in 1998 from $331.0
million in 1997.
The increase in operating costs and expenses was primarily due to a 67.2%
increase in salaries, wages, and benefits in 1998, resulting primarily from an
increase in staffing. The Company added approximately 2,000 employees in 1998
due to the acquisitions of real estate service companies, staffing requirements
of the outsourcing services business and support for internal growth in the
Company's other lines of business. Salaries, wages and benefits also include
incentive compensation, in the form of bonus payments, earned by certain
employees in 1998 related to the Company's development activities. Additionally,
compensation increased in 1998 from 1997 due to the impact of the new
compensation structure adopted in connection with the Company's initial public
offering in the fourth quarter of 1997.
The Company incurred a $33.1 million non-cash, non-recurring charge in 1997
related to the stock options granted under the Assumed Option Plan, for which
there was no corresponding charge in 1998.
Commissions increased 72.6%, to $67.5 million, in 1998 from $39.1 million in
1997, primarily as a result of the increased brokerage activities giving rise to
the significant growth in the Company's brokerage services revenues.
General and administrative expenses increased $22.4 million, or 40.1%, to
$78.3 million in 1998 from $55.9 million in 1997. The increase is primarily due
to increases in rent, travel and overhead costs of the outsourcing services
business resulting from the addition of new customers and the expansion of
services provided to existing customers, a company-wide increase in
administrative costs resulting from the overall increase in number of employees,
and costs associated with being a public company. Additionally, general and
administrative expenses increased in part due to expenses incurred in connection
with the integration into the Company's business of the operations acquired in
the Faison Acquisition and with several initiatives begun in the third and
fourth quarters and intended to increase revenues and income in future periods.
These initiatives include upgrading the Company's management information systems
and making targeted investments to enhance its development and investment,
outsourcing services and brokerage businesses. The increases in general and
administrative expenses were partially mitigated by the $4.4 million
non-recurring charge in 1997 resulting from the settlement of claims by certain
former employees arising out of a terminated stock appreciation rights plan, for
which there was no corresponding charge in 1998. General and administrative
expenses decreased slightly from 1997 to 1998 as a percentage of revenues, due
to economies of scale recognized.
24
The Company had no profit sharing expense in 1998 compared to $23.5 million
in 1997, as future profits participation under the Company's profit sharing plan
was terminated in conjunction with the Company's 1997 initial public offering
and with the adoption of the Company's current compensation structure.
Other expenses increased $7.8 million, or 43.3%, to $25.8 million in 1998
from $18.0 million in 1997, primarily as a result of amortization of goodwill
related to acquisitions, interest expensed on real estate development projects
that were completed and operated in 1998, contingent interest incurred upon the
sale of a real estate project, increase in minority interest and interest on
debt borrowed for acquisitions of real estate service companies. The Company had
no royalty or consulting expenses in 1998 compared to $6.2 million in 1997,
because certain royalty and consulting arrangements to which the Company was a
party were terminated in connection with the initial public offering.
INCOME (LOSS) BEFORE INCOME TAXES. The Company's income before income taxes
increased $93.5 million, to a profit of $76.1 million in 1998 from a loss of
$17.4 million in 1997, due to the fluctuations in revenues and expenses
described above.
NET INCOME (LOSS). Net income increased $60.5 million, to a profit of $46.5
million in 1998 from a loss of $14.0 million in 1997, due to the fluctuations in
revenues and expenses described above.
QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY
The following table presents unaudited quarterly results of operations data
for the Company for each of the four quarters of 1999 and 1998. This quarterly
information is unaudited but, in the opinion of management, reflects all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the information for the periods presented. The results of
operations for any quarter are not necessarily indicative of results for any
future period. Revenues during the fourth fiscal quarter historically have been
somewhat greater than in the first three fiscal quarters, primarily because the
Company's clients have a demonstrated 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 and other factors may also
cause quarterly fluctuations in the Company's results of operations.
QUARTER ENDED
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
(IN THOUSANDS)
1999:
Revenues......................................... $134,789 $149,736 $195,682 $207,236
Income before income taxes....................... 11,912 13,823 27,709 36,153
Net income....................................... 7,103 8,264 16,699 22,377
1998:
Revenues(1)...................................... $ 88,959 $113,536 $144,461 $170,567
Income before income taxes....................... 10,568 18,141 24,180 23,236
Net income....................................... 6,329 10,851 14,284 14,987
- ------------------------
(1) Certain revenues for the periods ended March 31, June 30 and September 30
have been reclassified to conform to the presentation for the quarter and
year ended December 31, 1998. As a result, revenues differ from the amounts
reported in the Company's Quarterly Reports on Form 10-Q for 1998. These
reclassifications do not impact net income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources requirements include the
funding of working capital needs, primarily accounts receivable from its
clients; the funding of capital investments, including the acquisition of other
real estate service companies; expenditures for real estate held for sale and
payments on notes payable associated with its development and investment
activities; and expenditures related to upgrading the Company's management
information systems. The Company finances its operations with
25
internally generated funds and borrowings under the Credit Facility (described
below). The portion of the Company's development and investment business that
includes the acquisition and development of real estate is financed with loans
secured by underlying real estate, external equity, internal sources of funds,
or a combination thereof.
Net cash used by operating activities totaled $1.7 million for the year
ended December 31, 1999, compared to net cash provided by operating activities
of $7.7 million in 1998. This change is primarily due to $52.2 million used for
development activity (real estate held for sale, net of related borrowings) in
1999 compared to $7.7 million used in 1998. The increased uses of cash were
partially offset by increased cash generated from the Company's services
business--$56.4 million in 1999 compared to $30.4 million in 1998. In addition,
the Company used only $5.9 million in 1999 for profit sharing compared to $15.0
million in 1998. Net cash provided by operating activities totaled $7.7 million
for the year ended December 31, 1998, compared to net cash used in operating
activities of $5.0 million in 1997. This change is primarily due to $7.7 million
used for development activity in 1998 compared to $23.6 million in 1997, and
payment in 1998 of profit sharing distributions totaling $15.0 million compared
to $21.9 million paid in 1997. In addition, cash generated from the Company's
services business decreased from $40.5 million in 1997 to $30.4 million in 1998.
Net cash used by investing activities totaled $20.1 million for the year
ended December 31, 1999, compared to $94.3 million for 1998. This change is
primarily due to reduced acquisition activity in 1999. Net cash used in
investing activities totaled $94.3 million for the year ended December 31, 1998,
compared to $26.6 million for 1997. This change is primarily attributable to the
acquisitions of Tooley, Fallon, Hines & O'Connor and Faison in March, May and
July 1998, respectively. Also, expenditures for furniture and equipment
increased, primarily relating to expanding the Company's management information
systems and costs relating to the Company's centralized call center.
Net cash used by financing activities totaled $18.6 million for the year
ended December 31, 1999, compared to net cash provided by financing activities
of $77.8 million for 1998. This change is primarily attributable to repayment,
net of borrowings, in 1999 of $20.0 million on the Company's revolving line of
credit using available cash, compared to net borrowings of $82.1 million in
1998. In addition, the Company received contributions from minority interest
holders, net of distributions, of $5.4 million in 1999 as compared to
distributions, net of contributions, of $11.4 million in 1998. The Company also
repurchased common stock of $9.0 million in 1999. Net cash provided by financing
activities totaled $77.8 million for the year ended December 31, 1998, compared
to $69.8 million for 1997. This increase in cash provided by financing
activities is due to: (i) net borrowings under the Credit Facility of $82.1
million in 1998 compared to net repayments of debt of $11.4 million in 1997;
(ii) the issuance of common stock for total proceeds of $7.8 million in 1998, as
compared to $90.2 million in 1997 from the sale of common stock, net of offering
costs; (iii) dividends of $15.0 million paid in 1997 (no dividends were paid in
1998); and (iv) distributions made to minority interest holders, net of
contributions, of $11.4 million in 1998 compared to contributions, net of
distributions, of $5.3 million in 1997.
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 the Eurocurrency rate plus a margin which ranges from
1.25% to 1.75%, depending upon the Company's leverage ratio at the date the
margin is determined. The Credit Facility contains various covenants such as the
maintenance of minimum equity and liquidity and covenants relating to certain
key financial data. The Credit Facility also includes limitations on payment of
cash dividends or other distributions of assets and certain restrictions on
investments and acquisitions that can be made by the Company. The covenants
contained in the Credit Facility and the amount of the Company's other
borrowings and contingent liabilities may have the effect of limiting the credit
available to the Company under the Credit Facility to an amount less than the
$150 million commitment. At December 31, 1999, the Company had outstanding
26
borrowings of $62.1 million and unused borrowing capacity (taking into account
letters of credit outstanding) under the Credit Facility of approximately $61.7
million. At March 15, 2000, the Company had net additional borrowings of $35.0
million and had a remaining unpaid balance of $97.1 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. A
new swap agreement with a notional amount of $125.0 million and a fixed interest
pay rate of 5.52% was entered into on June 24, 1999 and will expire on
March 24, 2000. The weighted average receive rate for the swap agreement was
5.20% for the period ended December 31, 1999. The Company's participation in
derivative transactions has been designed for hedging purposes, and derivative
instruments are not held for trading purposes. The shares of certain
subsidiaries of the Company, accounting for 90% 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, 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,
2000, subsidiaries of TC BTS can obtain loans at one of a LIBOR-based interest
rate, KeyBank's prime rate or a combination of the two interest rates. The
proceeds of any such loans must be used for the construction of retail
facilities. On December 31, 1999, the outstanding balance owed under the Retail
BTS Facility was $7.0 million. The Retail BTS facility is secured by a first
mortgage on and assignment of all rents from the constructed facilities. In
addition, TC BTS must guarantee all obligations of its subsidiaries for loans
made pursuant to the Retail BTS Facility. The Company must also guarantee the
repayment obligations under the Retail BTS Facility with respect to such loans
and must guarantee the timely lien- free completion of each retail facility to
which such loans relate. As guarantor, the Company is subject to various
covenants consistent with financial covenants required by the Credit Facility.
The Retail BTS Facility also contains various covenants, such as the maintenance
of a minimum net worth and liquidity of TC BTS and prohibition on other TC BTS
guarantees of build-to-suit retail projects.
In December 1998, TCC Triple Net obtained a two-year $20.0 million revolving
line of credit ("Triple Net Facility") from KeyBank. Under the terms of the
Triple Net Facility, TCC Triple Net can obtain loans at a LIBOR-based interest
rate or prime rate, the proceeds of which must be used for the acquisition of
retail properties subject to "triple net" leases. On December 31, 1999, there
was no outstanding balance under the Triple Net Facility. The Triple Net
Facility is nonrecourse to TCC Triple Net and is secured by a first mortgage and
assignment of all rents from the acquired properties. The Company will guarantee
from 10% to 40% of each such loan depending on the credit rating of the tenant
occupying the acquired property. The Company's guarantee percentage will be
reduced to 10% for any loan upon the receipt of a qualifying purchase agreement
relating to the property underlying such loan. The maximum amount of any advance
related to a single property will be either (i) 90% of the property's
acquisition costs and certain related costs (if the property's tenant has a debt
rating of BBB or higher), or (ii) 80% of the property's acquisition costs and
certain related costs (if the property's tenant has a debt rating of BB+ or
lower). The Triple Net Facility also contains various covenants, such as the
maintenance of minimum equity and liquidity of the Company and covenants
relating to certain key financial data of the Company. The restrictions
contained in such financial covenants are identical to those set forth in the
Credit Facility.
The Company intends to retain earnings to finance its growth and, therefore,
does not anticipate paying any dividends in the foreseeable future. The Company
believes that funds generated from operations, together with existing cash and
available credit under the Credit Facility, the Retail BTS Facility and the
Triple Net Facility and loans secured by underlying real estate will be
sufficient to finance its current operations, planned capital expenditure
requirements, payment obligations for development purchases, acquisitions of
service companies and internal growth for the foreseeable future. The Company's
need, if any, to raise additional funds to meet its working capital and capital
requirements will
27
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.
EFFECTS OF INFLATION
The Company does not believe that inflation has had a significant impact on
its results of operations in recent years. However, there can be no assurance
that the Company's business will not be affected by inflation in the future.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Annual
Report on Form 10-K, including without limitation statements containing the
words "believes" "anticipates," "expects", "projects", "targets" 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, the matters described in "ITEM 1.
BUSINESS--RISK FACTORS." In addition, the Company's ability to achieve certain
anticipated results will be subject to other factors affecting the Company's
business that are beyond the Company's control, including but not limited to
general economic conditions (including the availability of capital for
investment in real estate) and the effect of government regulation on the
conduct of the Company's business. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such statements or publicly
announce any updates or revisions to any of the forward-looking statements
contained herein to reflect any change in the Company's expectation with regard
thereto or any change in events, conditions, circumstances or assumptions
underlying such statements.
ITEM 7A. 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the List of Financial Statements and Financial
Statement Schedule on page F-2 for a listing of the Company's financial
statements and notes thereto and for the financial statement schedule contained
herein.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There have been no changes in accountants and no disagreements with
accountants on any matter of accounting principles or practices or financial
statement disclosures during the twenty-four months ended December 31, 1999.
28
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the headings "ELECTION OF DIRECTORS,"
"DIRECTORS," "EXECUTIVE OFFICERS" and "SECTION 16 BENEFICIAL OWNERSHIP
COMPLIANCE" contained in the Company's definitive Proxy Statement to be filed
pursuant to Regulation 14A of the Exchange Act in connection with the Company's
2000 Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the heading "EXECUTIVE COMPENSATION"
contained in the Company's definitive Proxy Statement to be filed pursuant to
Regulation 14A of the Exchange Act in connection with the Company's 2000 Annual
Meeting of Stockholders is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the heading "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT" contained in the Company's
definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act in connection with the Company's 2000 Annual Meeting of
Stockholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the headings "ELECTION OF DIRECTORS,"
"EXECUTIVE COMPENSATION" and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS"
contained in the Company's definitive Proxy Statement to be filed pursuant to
Regulation 14A of the Exchange Act in connection with the Company's 2000 Annual
Meeting of Stockholders is incorporated herein by reference.
29
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The financial statements filed as part of this Report at
Item 8 are listed in the List of Financial Statements and
Financial Statement Schedule on page F-2 of this Report.
(a)(2) The financial statement schedule filed as part of this
Report at Item 8 is listed in the List of Financial
Statements and Financial Statement Schedule on page F-2 of
this Report.
(a)(3) The following documents are filed or incorporated by
reference as exhibits to this Report:
2.1(1) Agreement and Plan of Merger dated August 22, 1997, among
the Company, the Predecessor Company, TCC Merger
Sub, Inc. and certain other parties thereto
2.2(1) First Amendment to Agreement and Plan of Merger dated as of
November 20, 1997
3.1(1) Certificate of Incorporation of the Company
3.2(1) Bylaws of the Company
4.1(1) Form of certificate for shares of Common Stock of the
Company
10.1(1) Credit Agreement dated August 18, 1997, among the Company,
Bankers Trust Company and the lenders therein
10.1.1(2) First Amendment of Credit Agreement dated December 1, 1997,
among the Company, Nations Bank of Texas, N.A, and Bankers
Trust Company--January 29, 1998
10.1.2(2) Second Amendment of Credit Agreement dated December 1, 1997
among the Company, Nations Bank of Texas, N.A and Bankers
Trust Company--April 27, 1998
10.1.3 Third Amendment of Credit Agreement dated December 1, 1997
among the Company, Bank of America, N.A., f/k/a
NationsBank, N.A. and Bankers Trust Company--December 1,
1999
10.2(1) Form of License Agreement among the Company and CFH
10.3(1) Form of Indemnification Agreement, with schedule of
signatures
10.4(1) Predecessor Company's 1997 Stock Option Plan
10.5(1) Company's Long-Term Incentive Plan
10.5.1(3) Amendment No. 1 to Long Term Incentive Plan
10.6(1) Company's 1995 Profit Sharing Plan
10.7(4) Company's Employee Stock Purchase Plan
10.7.1(5) First Amendment to the Company's Employee Stock Purchase
Plan
10.8(1) Subordinated Promissory Note dated August 22, 1997, between
the Company and Doppelt
10.9(1) Stockholders' Agreement dated August 22, 1997, among TCRS,
the Company, Doppelt and Jeffrey J. Doppelt
10.10(1) Form of Stockholders' Agreement among the Company, Crow
Family Partnership L.P., CFH Trade-Names, L.P.,
J. McDonald Williams and certain other signatories thereto
10.11(6) Employment Agreement for Henry J. Faison dated July 2, 1998
10.12(7) Master Construction Loan Agreement dated August 4, 1997
between Trammell Crow BTS, Inc. and KeyBank National
Association.
30
10.12.1(7) First Modification to Master Construction Loan Agreement
dated August 4, 1997 between Trammell Crow BTS, Inc. and
KeyBank National Association--September 15, 1997
10.12.2(7) Second Modification to Master Construction Loan Agreement
dated August 4, 1997 between Trammell Crow BTS, Inc. and
KeyBank National Association--May 12, 1998
10.12.3(7) Third Modification to Master Construction Loan Agreement
dated August 4, 1997 between Trammell Crow BTS, Inc. and
KeyBank National Association--June 9, 1998
10.12.4(7) Fourth Modification to Master Construction Loan Agreement
dated August 4, 1997 between Trammell Crow BTS, Inc. and
KeyBank National Association--December 30, 1998
10.12.5(8) Fifth Modification to Master Construction Loan Agreement
dated August 4, 1997 between Trammell Crow BTS, Inc. and
KeyBank National Association--April 23, 1999.
10.12.6(8) Sixth Modification to Master Construction Loan Agreement
dated August 4, 1997 between Trammell Crow BTS, Inc. and
KeyBank National Association--May 1, 1999.
10.12.7 Seventh Modification to Master Construction Loan Agreement
dated August 4, 1997 between Trammell Crow BTS, Inc. and
KeyBank National Association--September 30, 1999.
10.13(7) Master Loan Agreement dated December 22, 1998 between TCC
NNN Trading, Inc. and KeyBank National Association
10.14(1) Acquisition Agreement dated August 15, 1997, among the
Company, TCRS, Doppelt and Jeffrey Doppelt
21.1 Subsidiaries of the Company
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney for J. McDonald Williams
24.2 Power of Attorney for William F. Concannon
24.3 Power of Attorney for James R. Erwin
24.4 Power of Attorney for Jeffrey M. Heller
24.5 Power of Attorney for Rowland T. Moriarity
24.6 Power of Attorney for Robert E. Sulentic
24.7 Power of Attorney for George L. Lippe
24.8 Power of Attorney for Henry J. Faison
24.9 Power of Attorney for William P. Leiser
24.10 Power of Attorney for Harlan R. Crow
27.1 Financial Data Schedule
- ------------------------
(1) Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (File Number 333-34859) filed with the
Securities and Exchange Commission on September 3, 1997 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Form 10-Q filed
with the Securities and Exchange Commission on May 15, 1998 and
incorporated herein by reference.
31
(3) Previously filed as an exhibit to the Company's Form S-8 (File
Number 333-50585) filed with the Securities and Exchange
Commission on June 24, 1999 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's Form S-8 (File
Number 333-50579) filed with the Securities and Exchange
Commission on April 21, 1998 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Form S-8 (File
Number 333-50579) filed with the Securities and Exchange
Commission on June 24, 1999 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Company's Form 10-Q filed
with the Securities and Exchange Commission on November 16, 1998
and incorporated herein by reference.
(7) Previously filed as an exhibit to the Company's Registration
Statement on Form S-3 (File Number 333-72925) filed with the
Securities and Exchange Commission on March 9, 1999 and
incorporated herein by reference.
(8) Previously filed as an exhibit to the Company's Form 10-Q filed
with the Securities and Exchange Commission on August 16, 1999 and
incorporated herein by reference.
(b) Reports on Form 8-K
During the last quarter of the Company's fiscal year ended December 31,
1999, no reports on Form 8-K were filed with the Securities and Exchange
Commission by the Company.
(c) The exhibits required by Item 601 of Regulation S-K are filed as part of
this Report.
(d) The required financial statements and financial schedule are filed as part
of this Report.
32
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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/ GEORGE L. LIPPE
---------------------------------------------
George L. Lippe
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ GEORGE L. LIPPE
---------------------------- President, Chief Executive Officer and Director March 29, 2000
George L. Lippe (Principal Executive Officer)
* Executive Vice President, Chief Financial
---------------------------- Officer and Director (Principal Financial March 29, 2000
Robert E. Sulentic Officer)
*
---------------------------- Executive Vice President and Treasurer March 29, 2000
William P. Leiser (Principal Accounting Officer)
*
---------------------------- Director March 29, 2000
Harlan R. Crow
*
---------------------------- Chairman of the Board and Director March 29, 2000
J. McDonald Williams
*
---------------------------- Director March 29, 2000
William F. Concannon
*
---------------------------- Director March 29, 2000
James R. Erwin
*
---------------------------- Director March 29, 2000
Jeffrey M. Heller
*
---------------------------- Director March 29, 2000
Rowland T. Moriarty
*
---------------------------- Executive Vice President and Director March 29, 2000
Henry J. Faison
George Lippe, by signing his name hereto, does hereby sign this Annual
Report on Form 10-K on behalf of each of the above-named directors and officers
of the Company on the date indicated below, pursuant to powers of attorney
executed by each of such directors and officers and contemporaneously filed
herewith with the Commission.
*By: /s/ GEORGE L. LIPPE
------------------------
George L. Lippe March 29, 2000
ATTORNEY-IN-FACT
33
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14(a)(1) AND (2), (c) AND (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1999
TRAMMELL CROW COMPANY AND SUBSIDIARIES
DALLAS, TEXAS
F-1
FORM 10-K-ITEM 14(a)(1) AND (2)
TRAMMELL CROW COMPANY AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following consolidated financial statements of Trammell Crow Company and
Subsidiaries for the year ended December 31, 1999, are included in Item 8:
Report of Independent Auditors.............................. F-3
Consolidated Balance Sheets as of December 31, 1999 and
1998...................................................... F-4
Consolidated Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997.......................... F-5
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1999, 1998 and 1997.............. F-6
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999,
1998 and 1997............................................. F-7
Notes to Consolidated Financial Statements.................. F-8
The following consolidated financial statement schedule of
Trammell Crow Company and Subsidiaries is included in
Item 14(d):
Schedule III--Real Estate Investments and Accumulated
Depreciation.............................................. F-29
Note to Schedule III--Real Estate Investments and
Accumulated Depreciation.................................. F-30
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
F-2
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Trammell Crow Company
We have audited the accompanying consolidated balance sheets of Trammell Crow
Company and Subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1999. Our audits also
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Trammell Crow Company and Subsidiaries at December 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
ERNST & YOUNG LLP
Dallas, Texas
February 21, 2000
F-3
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31
----------------------------
1999 1998
----------- -----------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
ASSETS
Current assets
Cash and cash equivalents................................. $ 47,528 $ 87,946
Accounts receivable, net of allowance for doubtful
accounts of $3,053 in 1999 and $1,977 in 1998........... 122,626 83,870
Receivables from affiliates............................... 3,333 2,875
Notes and other receivables............................... 8,510 6,123
Income taxes recoverable.................................. -- 776
Deferred income taxes..................................... 1,585 874
Real estate held for sale................................. 219,390 91,501
Other current assets...................................... 16,047 18,780
-------- --------
Total current assets.................................... 419,019 292,745
Furniture and equipment, net................................ 23,116 16,861
Deferred income taxes....................................... 7,086 12,440
Investments in unconsolidated subsidiaries.................. 31,291 16,773
Goodwill, net............................................... 119,107 106,936
Other assets................................................ 38,391 22,760
-------- --------
$638,010 $468,515
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 47,819 $ 30,536
Accrued expenses.......................................... 93,273 86,184
Payables to affiliates.................................... 730 1,126
Income taxes payable...................................... 6,935 --
Current portion of long-term debt......................... 1,443 2,724
Notes payable on real estate held for sale................ 134,827 56,344
Other current liabilities................................. 2,757 1,348
-------- --------
Total current liabilities............................... 287,784 178,262
Long-term debt, less current portion........................ 62,641 83,271
Other liabilities........................................... 1,780 1,003
-------- --------
Total liabilities....................................... 352,205 262,536
Minority interest........................................... 34,153 13,967
Stockholders' equity
Preferred stock; $0.01 par value; 30,000,000 shares
authorized; none issued or outstanding.................. -- --
Common stock; $0.01 par value; 100,000,000 shares
authorized; 35,581,620 shares issued and 34,779,895
shares outstanding in 1999, and 34,477,825 shares issued
and 34,476,238 shares outstanding in 1998............... 356 345
Paid-in capital........................................... 174,645 160,733
Retained earnings......................................... 88,160 33,717
Less: Treasury stock...................................... (9,363) --
Stockholder loans.................................... (98) (904)
Unearned stock compensation, net..................... (2,048) (1,879)
-------- --------
Total stockholders' equity.................................. 251,652 192,012
-------- --------
$638,010 $468,515
======== ========
See accompanying notes.
F-4
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
------------------------------------------
1999 1998 1997
---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE
DATA)
REVENUES
Property management services.......................... $ 142,405 $ 120,807 $ 91,936
Brokerage services.................................... 212,028 152,154 91,053
Development and construction services................. 92,161 65,942 40,054
Outsourcing services.................................. 151,495 105,129 68,719
Retail services....................................... 30,322 19,700 5,318
---------- ---------- ----------
628,411 463,732 297,080
Income from investments in unconsolidated
subsidiaries........................................ 23,338 18,438 512
Gain on disposition of real estate.................... 33,410 31,658 10,241
Other income.......................................... 2,284 3,695 5,806
---------- ---------- ----------
687,443 517,523 313,639
COSTS AND EXPENSES
Salaries, wages and benefits.......................... 356,849 269,780 161,425
Non-recurring compensation costs...................... -- -- 33,085
Commissions........................................... 97,838 67,508 39,121
General and administrative............................ 97,530 78,344 55,884
Profit sharing........................................ -- -- 23,514
Depreciation.......................................... 8,431 5,211 3,514
Amortization.......................................... 9,112 5,198 714
Interest.............................................. 9,507 10,277 5,515
Royalty and consulting fees........................... -- -- 6,212
Minority interest..................................... 18,579 5,080 2,042
---------- ---------- ----------
597,846 441,398 331,026
---------- ---------- ----------
Income (loss) before income taxes....................... 89,597 76,125 (17,387)
Income tax expense (benefit)............................ 35,154 29,674 (3,367)
---------- ---------- ----------
Net income (loss)....................................... $ 54,443 $ 46,451 $ (14,020)
========== ========== ==========
Earnings (loss) per share:
Basic................................................. $ 1.56 $ 1.36 $ (.42)
Diluted............................................... $ 1.50 $ 1.28 $ (.42)
Weighted average common shares outstanding:
Basic................................................. 34,991,707 34,059,155 33,583,467
Diluted............................................... 36,411,063 36,216,352 33,583,467
See accompanying notes.
F-5
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
COMMON SHARES COMMON RETAINED UNEARNED
--------------------- STOCK PAR PAID-IN EARNINGS TREASURY STOCKHOLDER STOCK
ISSUED TREASURY VALUE(1) CAPITAL (DEFICIT) STOCK(2) LOANS COMPENSATION
---------- -------- --------- -------- --------- -------- ----------- -------------
Balance at January 1, 1997...... 19,374 -- $ -- $ 24,084 $ 16,312 $ -- $(9,394) $ --
Net loss...................... -- -- -- -- (14,020) -- -- --
Dividends..................... -- -- -- -- (15,026) -- -- --
Purchase of stock............. -- 963 -- -- -- (2,388) -- --
Collection of stockholder
loans....................... -- -- -- -- -- -- 8,214 --
Sale of stock in public
offering.................... 5,750,000 -- 58 100,567 -- -- -- --
Offering costs................ -- -- -- (10,420) -- -- -- --
Non-cash charge for
August 1997 options......... -- -- -- 33,085 -- -- -- --
Issuance and exchange of
shares in reincorporation
transactions................ 27,779,807 -- 278 (278) -- -- -- --
Conversion of note payable
into common stock........... 342,857 -- 3 5,997 -- -- -- --
Retirement of treasury
shares...................... -- (963) -- (2,388) -- 2,388 -- --
---------- ------- ---- -------- -------- ------- ------- -------
Balance at December 31, 1997.... 33,892,038 -- 339 150,647 (12,734) -- (1,180) --
Net income.................... -- -- -- -- 46,451 -- -- --
Issuance of restricted
stock....................... 76,950 -- 1 2,368 -- -- -- (2,369)
Forfeiture of restricted
stock....................... -- 1,587 -- (46) -- -- -- 46
Amortization of restricted
stock....................... -- -- -- -- -- -- -- 444
Sale of common stock.......... 201,906 -- 2 6,005 -- -- -- --
Exercise of stock options..... 306,931 -- 3 1,759 -- -- -- --
Collection of stockholder
loans....................... -- -- -- -- -- -- 276 --
---------- ------- ---- -------- -------- ------- ------- -------
Balance at December 31, 1998.... 34,477,825 1,587 345 160,733 33,717 -- (904) (1,879)
Net income.................... -- -- -- -- 54,443 -- -- --
Issuance of restricted
stock....................... 128,347 (3,174) 1 2,226 -- -- -- (2,227)
Forfeiture of restricted
stock....................... -- 22,412 -- (162) -- (315) -- 272
Amortization of restricted
stock....................... -- -- -- -- -- -- -- 1,786
Sale of common stock.......... 247,968 -- 3 4,616 -- -- -- --
Issuance of common stock...... 321,121 -- 3 5,759 -- -- -- --
Exercise of stock options..... 406,359 -- 4 1,473 -- -- -- --
Stock repurchase.............. -- 780,900 -- -- -- (9,048) -- --
Collection of stockholder
loans....................... -- -- -- -- -- -- 806 --
---------- ------- ---- -------- -------- ------- ------- -------
Balance at December 31, 1999.... 35,581,620 801,725 $356 $174,645 $ 88,160 $(9,363) $ (98) $(2,048)
========== ======= ==== ======== ======== ======= ======= =======
TOTAL
--------
Balance at January 1, 1997...... $ 31,002
Net loss...................... (14,020)
Dividends..................... (15,026)
Purchase of stock............. (2,388)
Collection of stockholder
loans....................... 8,214
Sale of stock in public
offering.................... 100,625
Offering costs................ (10,420)
Non-cash charge for
August 1997 options......... 33,085
Issuance and exchange of
shares in reincorporation
transactions................ --
Conversion of note payable
into common stock........... 6,000
Retirement of treasury
shares...................... --
--------
Balance at December 31, 1997.... 137,072
Net income.................... 46,451
Issuance of restricted
stock....................... --
Forfeiture of restricted
stock....................... --
Amortization of restricted
stock....................... 444
Sale of common stock.......... 6,007
Exercise of stock options..... 1,762
Collection of stockholder
loans....................... 276
--------
Balance at December 31, 1998.... 192,012
Net income.................... 54,443
Issuance of restricted
stock....................... --
Forfeiture of restricted
stock....................... (205)
Amortization of restricted
stock....................... 1,786
Sale of common stock.......... 4,619
Issuance of common stock...... 5,762
Exercise of stock options..... 1,477
Stock repurchase.............. (9,048)
Collection of stockholder
loans....................... 806
--------
Balance at December 31, 1999.... $251,652
========
- ------------------------------
(1) Common stock par value at January 1, 1997 rounds to less than $1.
(2) Treasury stock at December 31, 1998 rounds to less than $1.
See accompanying notes.
F-6
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
-------------------------------
1999 1998 1997
--------- -------- --------
(IN THOUSANDS)
OPERATING ACTIVITIES
Net income (loss)........................................... $ 54,443 $ 46,451 $(14,020)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities................
Depreciation.............................................. 8,431 5,211 3,514
Amortization.............................................. 9,112 5,198 714
Amortization of employment contracts and unearned
compensation............................................ 3,297 1,209 --
Expense for stock issued to vendors....................... 172 -- --
Bad debt expense.......................................... 2,708 1,685 869
Minority interest......................................... 18,579 5,080 2,042
Deferred income tax provision (benefit)................... 4,643 5,127 (5,462)
Income from investments in unconsolidated subsidiaries.... (23,338) (18,438) (512)
Non-cash charge for August 1997 options................... -- -- 33,085
Changes in operating assets and liabilities, net of
acquisitions............................................
Accounts receivable..................................... (37,474) (41,656) (6,876)
Receivables from affiliates............................. (458) (1,949) 3,083
Notes receivable and other assets....................... (19,183) (20,249) (7,509)
Real estate held for sale............................... (145,159) 12,550 (67,767)
Notes payable on real estate held for sale.............. 92,915 (20,279) 44,213
Accounts payable and accrued expenses................... 20,136 35,632 20,159
Payables to affiliates.................................. (396) (2,907) (1,275)
Income taxes recoverable/payable........................ 7,711 4,163 (8,192)
Deferred compensation................................... -- (8,391) (234)
Other liabilities....................................... 2,186 (760) (810)
--------- -------- --------
Net cash provided by (used in) operating activities......... (1,675) 7,677 (4,978)
--------- -------- --------
INVESTING ACTIVITIES
Expenditures for furniture and equipment.................... (14,257) (13,483) (3,469)
Acquisitions of real estate service companies............... (14,708) (93,717) (22,658)
Investments in unconsolidated subsidiaries.................. (12,299) (8,508) (7,404)
Distributions from unconsolidated subsidiaries.............. 21,120 21,419 6,912
--------- -------- --------
Net cash used in investing activities....................... (20,144) (94,289) (26,619)
--------- -------- --------
FINANCING ACTIVITIES
Principal payments on debt.................................. (57,290) (22,985) (47,467)
Proceeds from debt.......................................... 35,379 104,156 36,146
Contributions from minority interest........................ 19,134 201 10,350
Distributions to minority interest.......................... (13,676) (11,606) (5,053)
Payment of deferred financing fees.......................... -- -- (1,031)
Purchase of common stock.................................... (9,048) -- (730)
Proceeds from exercise of stock options..................... 1,477 1,762 --
Proceeds from sale of common stock.......................... 4,619 6,007 100,625
Stock offering costs........................................ -- -- (10,420)
Collections of stockholder loans............................ 806 276 2,445
Dividends paid.............................................. -- -- (15,026)
--------- -------- --------
Net cash provided by (used in) financing activities......... (18,599) 77,811 69,839
--------- -------- --------
Net increase (decrease) in cash and cash equivalents........ (40,418) (8,801) 38,242
Cash and cash equivalents, beginning of year................ 87,946 96,747 58,505
--------- -------- --------
Cash and cash equivalents, end of year...................... $ 47,528 $ 87,946 $ 96,747
========= ======== ========
See accompanying notes.
F-7
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Trammell Crow Company, a Delaware corporation (the Company), was
incorporated on August 21, 1997 to become the successor to Trammell Crow
Company, a Texas close corporation (the Predecessor Company). In connection with
the Company's initial public offering, a wholly-owned subsidiary of the Company
was merged with and into the Predecessor Company (the Reincorporation Merger)
with the Predecessor Company surviving the merger as a wholly-owned subsidiary
of the Company. The Company provides commercial real estate services primarily
in the United States. Its principal lines of business include property
management, brokerage, development and investment, outsourcing and retail
services.
The Company's property management services business provides services
relating to all aspects of building operations, tenant relations and oversight
of building improvement processes, primarily for building owners who do not
occupy the properties managed by the Company. The brokerage services business
advises buyers, sellers, landlords and tenants in connection with the sale and
leasing of office, industrial and retail space and land. The Company's
development and investment activities include development and construction
services and the acquisition and disposition of commercial real estate projects.
The development and construction services include financial planning, site
acquisition, procurement of approvals and permits, design and engineering
coordination, and construction bidding and management. These services also
include tenant finish coordination, project close-out and user move
coordination, general contracting and project finance advisory services. The
Company's outsourcing business entails providing comprehensive day-to-day
occupancy related services, principally to large corporations which occupy
commercial facilities in multiple locations. These services include
administration, day-to-day maintenance and repair of client-occupied facilities
and strategic functions such as space planning, relocation coordination,
facilities management and portfolio management. The Company's retail services
business provides tenant representation, disposition, development and financial
services to national and global retail customers, as well as property management
and leasing services to regional malls.
USE OF ESTIMATES
The preparation of the financial statements in accordance with generally
accepted accounting principles ("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.
CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company, its wholly-owned subsidiaries, and other subsidiaries over which
the Company has control. Intercompany accounts and transactions have been
eliminated. The Company's investments in subsidiaries in which it has the
ability to exercise significant influence over operating and financial policies,
but does not control, are accounted for on the equity method. Accordingly, the
Company's share of the earnings of these equity basis subsidiaries is included
in consolidated net income. Investments in other subsidiaries are carried at
cost. These unconsolidated subsidiaries primarily own real estate development
projects.
F-8
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
The Company recognizes fees from property management services and
outsourcing services over the terms of the respective management contracts. Most
of the property management contracts are cancelable at will or with 30 days'
notice. The terms of the outsourcing contracts generally range from three to
five years. Brokerage service revenue relating to leasing services and the
related expense are generally recognized half upon the execution of a lease
contract and the remainder upon tenant occupancy. Sales brokerage revenue is
recognized upon closing. Development and construction services includes fees
from development and construction management projects and net construction
revenues, which are gross construction revenues net of subcontract costs. For
projects exceeding three months, fees are recognized using the percentage-of
completion method based on costs incurred to total expected costs. For contracts
under three months, fees are recognized upon completion of the contract. Gross
construction services revenues totaled $131,953, $86,430 and $61,837 and
subcontract costs totaled $108,343, $72,045 and $52,853 in 1999, 1998 and 1997,
respectively.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and short-term, highly liquid
investments with maturities of 90 days or less when purchased.
FURNITURE AND EQUIPMENT
Furniture and equipment are stated at cost. Depreciation is computed using
the straight-line method over estimated useful lives which range from three to
ten years.
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 1999 and 1998 include the dilutive effect of options to
purchase 1,419,356 and 2,157,197 shares of common stock, respectively.
The weighted-average common shares outstanding used to calculate basic and
diluted earnings per share for 1997 included the shares issued in connection
with the Company's initial public offering and related transactions for the full
year. Options to purchase 4,788,046 shares of common stock were outstanding
during a portion of 1997 but were not included in the computation of diluted
earnings per share because the Company incurred a net loss for the year and
therefore, the effect would be antidilutive.
CONCENTRATION OF CREDIT RISK
The Company provides services to owners of real estate assets primarily in
the United States. The Company performs credit evaluations of its customers and
generally does not require collateral. The risk
F-9
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
associated with this concentration is limited because of the large number of
customers and their geographic dispersion.
LONG-LIVED ASSETS
Long-lived assets, including goodwill, are evaluated when indicators of
impairment are present and provisions for possible losses are recorded when
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount.
GOODWILL
Goodwill reflects the excess of purchase price over the fair value of net
assets purchased. Goodwill is amortized on a straight-line basis over 20-30
years. Accumulated amortization of goodwill was $6,918 and $2,821 at
December 31, 1999 and 1998, respectively. The carrying amount of goodwill is
reviewed if facts and circumstances, such as operating losses in business units
that were significantly impacted by the acquisitions, suggest that it may be
impaired. This review would be based on the estimated undiscounted cash flows of
the Company's operations at the lowest level for which there are identifiable
cash flows. If this review indicates impairment, the goodwill would be adjusted
to its fair value through a charge to operations. No impairment losses have been
identified in 1999, 1998 or 1997.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
("FAS 133"), as amended, which is required to be adopted in years beginning
after June 15, 2000. 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 derivatives
are either offset against the change in fair value of 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 a
derivative's change in fair value will be immediately recognized in earnings.
The Company has not yet determined what the effect of FAS 133 will be on the
earnings and financial position of the Company.
RECLASSIFICATIONS
Certain revenues and expenses for 1998 and 1997 have been reclassified to
conform to the presentation for 1999. As a result, certain revenue and expense
items differ from the amounts reported in previously filed documents. These
reclassifications do not impact net income.
2. REAL ESTATE HELD FOR SALE
The Company provides build-to-suit services for its customers and also
develops or purchases projects for investment purposes. Therefore, the Company
has ownership of real estate until such projects are sold. Real estate held for
sale is carried at the lower of cost or fair value less selling expenses and is
included in
F-10
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
2. REAL ESTATE HELD FOR SALE (CONTINUED)
both the Retail and Local Business Units segments. (see Note 18). At
December 31, real estate held for sale consists of the following:
1999 1998
-------- --------
Land..................................................... $101,896 $44,516
Buildings and improvements............................... 117,494 46,985
-------- -------
$219,390 $91,501
======== =======
The estimated costs to complete the 49 projects under construction at
December 31, 1999, total $145,884. Projects are generally expected to be sold
within one year of completion. At December 31, 1999, the Company had commitments
for the sale of eight of the projects. Gains are recognized upon sale of the
project in accordance with Financial Accounting Standards Board Statement
No. 66, ACCOUNTING FOR SALES OF REAL ESTATE.
Rental revenues (which are included in development and construction services
revenue) and net income relating to real estate held for sale were $7,796 and
$47, respectively, in 1999, $7,928 and $1,175, respectively, in 1998 and $6,086
and $658, respectively, in 1997.
3. FURNITURE AND EQUIPMENT
Furniture and equipment consist of the following at December 31:
1999 1998
-------- --------
Furniture and equipment, at cost........................ $ 49,569 $ 35,091
Less: Accumulated depreciation.......................... (26,453) (18,230)
-------- --------
Furniture and equipment, net............................ $ 23,116 $ 16,861
======== ========
F-11
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
4. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Summarized financial information for unconsolidated subsidiaries is as
follows:
DECEMBER 31
-------------------
1999 1998
-------- --------
BALANCE SHEETS:
Real estate held for sale............................... $314,692 $344,568
Other assets............................................ 78,588 79,243
-------- --------
Total assets........................................ $393,280 $423,811
======== ========
Notes payable on real estate held for sale.............. $195,018 $230,062
Other liabilities....................................... 24,856 44,169
Equity.................................................. 173,406 149,580
-------- --------
Total liabilities and equity........................ $393,280 $423,811
======== ========
YEAR ENDED DECEMBER 31
------------------------------
1999 1998 1997
-------- -------- --------
STATEMENTS OF OPERATIONS:
Total revenues................................ $103,111 $142,941 $ 47,277
Total expenses................................ (53,304) (76,272) (44,154)
-------- -------- --------
Net income................................ $ 49,807 $ 66,669 $ 3,123
======== ======== ========
5. ACCRUED EXPENSES
Accrued expenses consist of the following at December 31:
1999 1998
-------- --------
Payroll and bonuses....................................... $38,387 $35,643
Commissions............................................... 36,939 27,549
Profit sharing............................................ -- 6,179
Deferred income........................................... 4,394 2,250
Insurance accrual......................................... 979 2,501
Additional consideration for acquisitions................. 2,000 2,500
Other..................................................... 10,574 9,562
------- -------
$93,273 $86,184
======= =======
F-12
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
6. LONG-TERM DEBT
Long-term debt consists of the following at December 31:
1999 1998
-------- --------
Borrowings under a $150,000 line of credit with a bank; due
December 2000, with a one year extension option; bearing
interest at 1) the greater of prime or the Federal Funds
Effective Rate plus 0.5% or 2) the Eurocurrency rate plus
a margin ranging from 1.25% to 1.75% (weighted average
borrowing rate of 6.59% at December 31, 1999); interest
payable monthly.......................................... $62,105 $82,105
Capital lease obligations primarily for furniture and
equipment; with maturity dates ranging from 1999 to 2002;
bearing interest at various rates ranging from 4.5% to
12% per annum in 1999; secured by the underlying assets
and certain accounts receivable.......................... 1,259 2,069
Note payable to entity owned by stockholder; bearing
interest at 6.0%; principal and interest payable
quarterly; due April 2000................................ 500 1,500
Other...................................................... 220 321
------- -------
Total long-term debt....................................... 64,084 85,995
Less current portion of long-term debt..................... 1,443 2,724
------- -------
$62,641 $83,271
======= =======
The shares of certain subsidiaries of the Company, accounting for 90% of the
consolidated assets, revenues or earnings of the Company, are pledged as
security for the $150,000 line of credit.
The Company is subject to various covenants associated with the $150,000
line of credit such as maintenance of minimum equity and liquidity and certain
key financial data. In addition, the Company may not pay dividends exceeding 50%
of the previous year's net income before depreciation and amortization, and
there are certain restrictions on investments and acquisitions that can be made
by the Company. If certain financial ratios fall below a specified level, the
Company will be required to make payments equal to cash flow until such time as
the ratios reach the pre-established levels. At December 31, 1999, the Company
is in compliance with all debt covenants.
The covenants associated with the $150,000 line of credit 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 line of credit to an
amount less than the $150,000 commitment. At December 31, 1999, the Company has
$61,715 available under its $150,000 line of credit.
Beginning March 1998, the Company pays a quarterly fee equal to .25% of the
unused commitments under the line. In addition, the $150,000 line of credit
requires the Company to enter into one or more interest rate agreements for the
Company's indebtedness in excess of $50,000 ensuring the net interest is fixed
(see Note 15).
F-13
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
6. LONG-TERM DEBT (CONTINUED)
Principal maturities of long-term debt are as follows:
2000........................................................ $ 1,443
2001........................................................ 62,499
2002........................................................ 63
2003........................................................ 49
2004........................................................ 30
-------
$64,084
=======
The Company expects to exercise its option to extend the maturity date of
the $150,000 line of credit to December 2001. Accordingly, amounts outstanding
under the line of credit are included in the maturities for the year 2001.
7. NOTES PAYABLE ON REAL ESTATE HELD FOR SALE
The Company has loans secured by real estate held for sale (the majority of
which are construction loans) totaling $134,827 and $56,344 as of December 31,
1999 and 1998, respectively. Interest rates on loans outstanding at
December 31, 1999 range from 6.49% to 13.00%. Generally, interest only is
payable on the real estate loans, with all unpaid principal and interest due at
maturity. The unused commitments on real estate loans total $95,621 at
December 31, 1999. All real estate loans have been classified as current
liabilities on the balance sheet since the loans are expected to be repaid as
the related projects are sold (see Note 2).
Five of the loans (totaling $7,035 and $4,343 at December 31, 1999 and 1998,
respectively) are drawn under a $30,000 master construction loan agreement with
a bank. The loans are secured by real estate held for sale with an aggregate
carrying value of $9,975 at December 31, 1999. The loans bear interest at LIBOR
plus 2.25%, prime rate, or a combination of the two interest rates. The Company
is subject to various covenants associated with the $30,000 master construction
loan agreement such as maintenance of minimum net worth and liquidity and
certain key financial data. At December 31, 1999, the Company has $17,637
available under the master construction loan.
In December 1998, the Company obtained a two-year $20,000 revolving line of
credit with a bank under which the Company can obtain loans at either 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. No amounts
had been drawn under the line of credit at December 31, 1999. The Company is
subject to various covenants associated with the $20,000 line of credit such as
maintenance of minimum equity and liquidity and certain key financial data.
These financial covenants are identical to those included in the Company's
$150,000 line of credit (see Note 6). The Company pays a quarterly fee equal to
.20% of the unused commitments under the line.
Capitalized interest in 1999 and 1998 totaled $3,118 and $2,900,
respectively. At December 31, 1999, $37,274 of the $134,827 real estate loans
are recourse to the Company.
F-14
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
8. STOCKHOLDERS' EQUITY
Prior to the Reincorporation Merger, the Predecessor Company had five
classes of common stock, all of which held the same voting rights, except for
voting rights with respect to certain specific actions.
In August 1996, the Predecessor Company completed a private offering to
Company employees and directors of 9,634 shares of Class E common stock. In
connection with the offering, the Company provided financing of $9,394 to
stockholders, which is reflected as a reduction of stockholders' equity. These
stockholder loans are to be repaid at prime plus 0.5% interest (8.5% at
December 31, 1999). Principal and interest are payable annually and the notes
mature in March 2001. Principal and interest payments of $806 and $95,
respectively, were received in 1999 and $276 and $18, respectively, were
received in 1998.
The Company was capitalized with the issuance of 1,000 common shares to a
Predecessor Company stockholder. As a result of the Reincorporation Merger, the
outstanding shares of common stock of the Predecessor Company were exchanged for
25,502,964 shares of common stock of the Company. The Company also issued
2,295,217 shares of common stock to a Predecessor Company stockholder in
exchange for a trade name license.
On November 24, 1997, the Company's registration statement was declared
effective for its initial public offering of 5,750,000 shares of its common
stock (including 750,000 shares issued upon the exercise of the over-allotment
option) at a public offering price of $17.50 per share (the Initial Public
Offering). The proceeds to the Company from the Initial Public Offering were
$90,205, net of offering expenses.
The holders of shares of the Company's common stock are entitled to one vote
for each share held on all matters submitted to a vote of common stockholders.
Each share of common stock is entitled to participate equally in dividends, when
and if declared, and in the distribution of assets in the event of liquidation,
dissolution or winding up of the Company, subject in all cases to any rights of
outstanding shares of preferred stock.
The Company elected to use the intrinsic method in accounting for its
employee stock options because, as discussed below, the alternative fair value
accounting requires the use of option valuation models that were not developed
for use in valuing employee stock options. Compensation expense is recognized to
the extent the market price of the underlying stock on the date of grant exceeds
the exercise price of the option.
In connection with the reincorporation transactions, the Company assumed the
Trammell Crow Company 1997 Option Plan (the Assumed Option Plan), which provided
for the issuance of up to 1,626 shares of the Predecessor Company's Class E
common stock. On August 1, 1997, the Predecessor Company granted to certain
employees options to acquire 1,626 shares of Class E common stock. In connection
with the reincorporation transactions, these options were converted into options
to purchase 2,423,769 shares of the Company's common stock at an exercise price
of $3.85 per share. The options vested at the closing of the Initial Public
Offering and became exercisable 30 days after that date. The options expire 10
years from the date of grant. In 1997, the Company recognized a non-cash,
non-recurring charge to compensation of $33,085 for these options.
In connection with the Initial Public Offering, the Company established the
Trammell Crow Company Long-Term Incentive Plan (the Long-Term Plan), which
provided for the issuance of up to 5,334,878 shares of common stock. In
May 1999, the Long-Term Plan was amended to increase the number of shares
available for future awards to 8,634,878 shares of common stock. In connection
with the Initial Public Offering, the Company granted to certain employees
options to acquire 2,348,455 shares of common stock
F-15
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
8. STOCKHOLDERS' EQUITY (CONTINUED)
at an exercise price of $17.50 per share. The options vest over a three-year
period, with one-third vesting on each of the three anniversaries of the grant
date, and expire 10 years from the date of grant.
The Long-Term Plan also provides for the awards of Stock Appreciation
Rights, Restricted Stock and Performance Units. In 1999 and 1998, the Company
granted 130,727 shares and 17,429 shares, respectively, of restricted stock
under the Long-Term Plan at the fair market value of the common stock at the
date of grant. The restricted stock vesting periods range from three to five
years, with partial vesting on each of the anniversaries of the grant date.
At December 31, 1999, common shares reserved for future issuance under the
Assumed Option Plan and the Long-Term Plan total 10,191,582 shares.
In addition to restricted shares issued under the Long-Term Plan, in
October 1998, in connection with one of its acquisitions (see Note 13), the
Company issued an aggregate of 60,315 shares of restricted stock to certain
employees of the acquired business who were employed by the Company at that
date. The shares vest on July 2, 2000 if the grantee has been continuously
employed by the Company from the date of closing.
The weighted-average grant date fair value of the Company's restricted stock
is $16.84 for stock granted in 1999 and $30.79 for stock granted in 1998. The
Company recognized compensation expense of $1,587 and $444 in 1999 and 1998,
respectively, related to the grants of restricted shares, net of forfeitures.
Pro forma information regarding net income and earnings per share has been
determined as if the Company had accounted for its employee stock options under
the fair value method. The fair value for these options was estimated at the
date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1999, 1998 and 1997, respectively: risk-free
interest rates of 5.59%, 5.61% and 6.17%; a dividend yield of 0%; volatility
factors of the expected market price of the Company's common stock of 0.456,
0.320 and 0.318; and a weighted-average expected life of the options of seven
years for 1999 grants and eight years for both 1998 and 1997 grants.
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics significantly
differently than those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
For the purpose of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. Pro forma
information is as follows:
1999 1998 1997
-------- -------- --------
Pro forma net income (loss)..................... $47,836 $41,787 $(18,473)
Pro forma earnings (loss) per common share
Basic......................................... $ 1.37 $ 1.23 $ (.55)
Diluted....................................... $ 1.31 $ 1.15 $ (.55)
F-16
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
8. STOCKHOLDERS' EQUITY (CONTINUED)
A summary of the Company's stock option activity and related information,
for the years ended December 31, 1999, 1998 and 1997 is as follows:
1999
---------------------------------------------------------------------------
EXERCISE PRICE OF EXERCISE PRICE OF EXERCISE PRICE OF
$3.85 (BELOW $14.50 TO $22.75 (AT $22.76 TO $36.00 (AT
MARKET PRICE AT MARKET PRICE AT MARKET PRICE AT
GRANT DATE) GRANT DATE) GRANT DATE) TOTAL
----------------- -------------------- -------------------- ---------
OPTIONS OUTSTANDING:
Beginning of year........................... 2,123,474 2,228,951 244,759 4,597,184
Granted..................................... -- 2,244,559 8,714 2,253,273
Exercised................................... (383,903) (22,456) -- (406,359)
Forfeited................................... -- (403,937) (3,701) (407,638)
Expired..................................... -- -- -- --
---------- ---------- --------- ---------
End of year................................. 1,739,571 4,047,117 249,772 6,036,460
========== ========== ========= =========
Weighted-average exercise price............. $ 3.85 $ 17.66 $ 29.77
Weighted-average fair value of options
granted.................................... -- $ 9.88 $ 15.14
Weighted-average remaining contractual
life....................................... 7.6 years 8.6 years 8.4 years
OPTIONS EXERCISABLE:
Number of options........................... 1,739,571 1,350,730 98,065 3,188,366
Weighted-average exercise price............. $ 3.85 $ 17.58 $ 30.03
1998
---------------------------------------------------------------------------
EXERCISE PRICE OF EXERCISE PRICE OF EXERCISE PRICE OF
$3.85 (BELOW $17.50 TO $22.75 (AT $22.76 TO $36.00 (AT
MARKET PRICE AT MARKET PRICE AT MARKET PRICE AT
GRANT DATE) GRANT DATE) GRANT DATE) TOTAL
----------------- -------------------- -------------------- ---------
OPTIONS OUTSTANDING:
Beginning of year........................... 2,423,769 2,364,277 -- 4,788,046
Granted..................................... -- -- 253,885 253,885
Exercised................................... (300,295) (6,636) -- (306,931)
Forfeited................................... -- (128,690) (9,126) (137,816)
Expired..................................... -- -- -- --
---------- ---------- --------- ---------
End of year................................. 2,123,474 2,228,951 244,759 4,597,184
========== ========== ========= =========
Weighted-average exercise price............. $ 3.85 $ 17.54 $ 29.92
Weighted-average fair value of options
granted.................................... -- -- $ 14.81
Weighted-average remaining contractual
life....................................... 8.6 years 8.9 years 9.4 years
OPTIONS EXERCISABLE:
Number of options........................... 2,123,474 746,069 45,468 2,915,011
Weighted-average exercise price............. $ 3.85 $ 17.61 $ 30.80
F-17
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
8. STOCKHOLDERS' EQUITY (CONTINUED)
1997
----------------------------------------------------
EXERCISE PRICE OF EXERCISE PRICE OF
$3.85 (BELOW $17.50 TO $22.75 (AT
MARKET PRICE AT MARKET PRICE AT
GRANT DATE) GRANT DATE) TOTAL
----------------- -------------------- ---------
OPTIONS OUTSTANDING:
Beginning of year........................................... -- -- --
Granted..................................................... 2,423,769 2,364,277 4,788,046
Exercised................................................... -- -- --
Forfeited................................................... -- -- --
Expired..................................................... -- -- --
---------- ---------- ---------
End of year................................................. 2,423,769 2,364,277 4,788,016
========== ========== =========
Weighted-average exercise price............................. $ 3.85 $ 17.54
Weighted-average fair value of options granted.............. $ 15.18 $ 8.79
Weighted-average remaining contractual life................. 9.6 years 9.9 years
OPTIONS EXERCISABLE:
Number of options........................................... 2,423,769 15,822 2,439,591
Weighted-average exercise price............................. $ 3.85 $ 22.75
9. INCOME TAXES
The provision (benefit) for income taxes consists of the following for the
years ended December 31:
1999 1998 1997
-------- -------- --------
Current
Federal........................................ $25,387 $20,466 $ 1,646
State.......................................... 5,124 4,081 449
------- ------- -------
30,511 24,547 2,095
------- ------- -------
Deferred
Federal........................................ 3,862 4,396 (4,862)
State.......................................... 781 731 (600)
------- ------- -------
4,643 5,127 (5,462)
------- ------- -------
$35,154 $29,674 $(3,367)
======= ======= =======
The components of the net deferred tax asset are summarized below as of
December 31:
1999 1998
-------- --------
Deferred tax assets
Deferred compensation................................... $ -- $ 1,406
Bad debts............................................... 1,013 106
Depreciation............................................ 891 779
Basis difference on real estate held for sale........... 963 1,188
Compensation expense relating to stock options.......... 9,330 11,389
Tax loss carryforward................................... 124 443
Other................................................... 1,739 1,661
------- -------
14,060 16,972
F-18
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
9. INCOME TAXES (CONTINUED)
1999 1998
-------- --------
Less: valuation allowance............................... (1,866) (2,278)
------- -------
Total deferred tax assets............................... 12,194 14,694
Deferred tax liabilities
State taxes............................................. (775) (777)
Goodwill amortization................................... (1,193) (603)
Other................................................... (1,555) --
------- -------
Total deferred tax liabilities.......................... (3,523) (1,380)
------- -------
Net deferred tax asset.................................... $ 8,671 $13,314
======= =======
Components of deferred income taxes are as follows at December 31:
1999 1998
-------- --------
Assets.................................................... $12,194 $14,694
Liabilities............................................... (3,523) (1,380)
------- -------
Net deferred tax asset.................................. $ 8,671 $13,314
======= =======
Current................................................... $ 1,585 $ 874
Noncurrent................................................ 7,086 12,440
------- -------
$ 8,671 $13,314
======= =======
The differences between the provisions for income taxes and the amounts
computed by applying the statutory federal income tax rates to income (loss)
before income taxes for the years ended December 31 are:
1999 1998 1997
-------- -------- --------
Tax at statutory rate applied to income (loss)
before income taxes............................ $31,360 $26,644 $(5,912)
State income taxes, net of federal tax benefit... 3,842 3,070 (611)
Non-deductible meals............................. 876 787 348
Other............................................ (512) (593) 296
Change in valuation allowance.................... (412) (234) 2,512
------- ------- -------
$35,154 $29,674 $(3,367)
======= ======= =======
10. OPERATING LEASES
The Company has commitments under operating leases for office space and
office equipment. During the years ended December 31, 1999, 1998 and 1997, rent
expense was $17,604, $11,663 and $6,906, including $4,310, $1,913 and $1,770,
respectively, paid to affiliates of the Company.
F-19
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
10. OPERATING LEASES (CONTINUED)
Minimum future rentals under noncancelable operating lease commitments in
effect at December 31, 1999, are as follows:
AFFILIATE NONAFFILIATE TOTAL
--------- ------------ --------
2000........................................... $ 3,576 $12,538 $16,114
2001........................................... 3,002 8,570 11,572
2002........................................... 2,750 6,501 9,251
2003........................................... 2,253 4,235 6,488
2004........................................... 1,845 2,654 4,499
Thereafter..................................... 193 6,358 6,551
------- ------- -------
$13,619 $40,856 $54,475
======= ======= =======
11. EMPLOYEE BENEFIT PLANS
The Company's employees participate in a defined contribution savings plan,
which provides the opportunity for pretax contributions by employees. The
Company matches 50% of the employee's contributions up to 6% of the employee's
annual earnings or a maximum of $4.8 per annum. The Company's contribution
expense for 1999, 1998 and 1997 was $4,095, $2,909 and $2,122, respectively.
The Company has a profit sharing plan for key employees (the Profit Sharing
Plan). Each participant has a profit sharing account that is adjusted annually
for the participant's percentage of the earnings for a profit sharing unit, cash
distributions, tax rate changes, and other adjustments. Distributions to
participants were limited to Available Cash, as defined. Any difference between
the amount expensed and the amount paid to the participants was recorded as
deferred compensation. The Company's management board approved the percentage of
earnings available to profit sharing participants. Such percentages were
approximately 58% of earnings before profit sharing, as defined, in 1997. In
connection with the Offering, the Company terminated any future awards under the
Profit Sharing Plan.
Effective January 1, 1993, the Company initiated the All Employee Cash
Profit Sharing Program whereby 3% of earnings, as defined, was paid as bonuses
to employees not participating in the key employee profit sharing plan. Expense
related to the program, which is included in salaries, wages and benefits, was
$1,577 in 1997. In connection with the Offering, the Company terminated this
program.
Effective March 1, 1998, the Company established the Trammell Crow Company
Employee Stock Purchase Plan (the ESPP). Employees may elect to have monthly
payroll deductions of 1% to 10% of gross earnings, which is used to purchase, on
a semi-annual basis, stock of the Company at a 15% discount from market value.
The ESPP is available to all employees. The Company has reserved 1,000,000
shares of common stock for issuance under the ESPP, of which 322,046 have been
issued as of December 31, 1999. Shares may also be issued from treasury, if
available.
F-20
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
12. GAIN ON DISPOSITION OF REAL ESTATE
Real estate dispositions during the year ended December 31 were as follows:
1999 1998 1997
-------- -------- --------
Projects sold.................................. 35 41 13
Sale price..................................... $159,280 $213,234 $51,542
Gain on sale................................... $ 33,410 $ 31,658 $10,241
In March 1997, the Company contributed real estate held for sale of $35,400
and the related $35,400 note payable to a partnership and received a 16% limited
partner interest. No gain was recognized.
13. ACQUISITIONS OF REAL ESTATE SERVICE COMPANIES
1999 ACQUISITION
In July 1999, the Company acquired the business of Phoenix Corporate
Services LLC, a Cambridge, Massachusetts-based commercial real estate
outsourcing services firm, and Leeds Construction Company, Inc., an affiliated
company ("Phoenix"). The Company acquired substantially all of the assets of
Phoenix for a base purchase price of approximately $10,260 ($8,760 of which was
paid in cash at closing and the remainder of which was satisfied by issuing a
$1,500 letter of credit into escrow at closing) and 268,306 shares of common
stock. In addition, the Company agreed to pay up to an additional $2,400 in cash
if the acquired business meets certain performance thresholds. At closing, $544
of this amount was earned and paid. The Company also issued 5,619 restricted
shares of common stock under the Company's Long-Term Incentive Plan to an
employee of Phoenix who became employed by the Company in connection with the
acquisition, and paid an aggregate of $600 to the two principals and an employee
of Phoenix in exchange for certain covenants not to compete. In connection with
the acquisition, which was accounted for using the purchase method of
accounting, the Company recorded goodwill of $12,001. 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.
1998 ACQUISITIONS
In March 1998, the Company purchased all of the issued and outstanding
capital stock of Tooley & Company, Inc. ("Tooley"), a California real estate
services company primarily engaged in office management and leasing. The Company
paid cash of $23,400 for the capital stock, and paid an additional $1,000 to two
of the principals of Tooley as consideration for non-compete agreements. The
Company also agreed to pay the seller an additional $3,000 of purchase price if
Tooley achieves certain performance standards in the future, as well as certain
payments based upon the future performance of certain of Tooley's projects. In
connection with the acquisition, which was accounted for using the purchase
method of accounting, the Company recorded goodwill of $17,221. The operations
of Tooley are included in the Company's operations from the date of acquisition.
The Company borrowed $23,000 under its credit facility to fund the purchase.
In May 1998, the Company acquired the business of Fallon Hines &
O'Connor, Inc., a Boston, Massachusetts-based commercial real estate brokerage,
consulting and advisory firm ("Fallon"). In exchange for substantially all of
the assets of Fallon, the Company paid approximately $30,595 in cash and has
agreed to pay up to an additional $7,000 in cash and/or stock options if certain
conditions are satisfied. The Company paid $2,500 (included in accrued expenses
at December 31, 1998) and issued certain stock options during the first quarter
of 1999. In addition, the Company paid $2,000 in the first quarter of 2000
F-21
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
13. ACQUISITIONS OF REAL ESTATE SERVICE COMPANIES (CONTINUED)
(included in accrued expenses at December 31, 1999). The Company also paid an
aggregate of $2,000 to the principals of Fallon at the time of acquisition 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 $34,160. The operations of Fallon are included
in the Company's operations from the date of acquisition. The Company borrowed
$32,000 under its credit facility to meet its initial funding obligations
relating to the acquisition.
In July 1998, the Company acquired a portion of the businesses of Faison &
Associates ("Faison") and Faison Enterprises, Inc. ("Faison Enterprises"), which
are engaged in the development, leasing and management of office and retail
properties primarily in the Midatlantic and Southeast regions of the United
States. In exchange for the portion of the businesses acquired, the Company paid
$36,107 in cash and delivered a $2,000 promissory note that bears interest at an
annual rate of 6.0%. The note matures on April 30, 2000 and is payable in eight
equal quarterly installments. In connection with the closing, Mr. Henry Faison
and Faison Enterprises purchased an aggregate of 127,828 shares of common stock
for $4,000. In addition, the Company entered into a development program with
Faison Enterprises to develop certain retail projects identified through the
operations purchased. Faison Enterprises also entered into a long-term services
contract with the Company with respect to the properties developed under this
program and certain other properties controlled by Mr. Henry Faison.
In connection with the acquisition, the Company entered into employment
agreements with four key employees, including Mr. Faison, and in connection with
such employment agreements the Company paid an aggregate of $1,000 in exchange
for certain covenants not to compete. The Company issued options to purchase an
aggregate of 71,424 shares of common stock at an exercise price equal to the
fair market value of the common stock on the date of grant to certain employees
of the acquired business who were retained after the closing.
In addition, the Company granted restricted shares of its common stock to
certain employees of the acquired business who were retained after the closing
(see Note 8). At the closing, Mr. Henry Faison was elected to serve as a
Class III Director of the Company's Board of Directors with a term expiring at
the Company's annual meeting of stockholders in 2000. In connection with the
acquisition, which was accounted for using the purchase method of accounting,
the Company recorded goodwill of $32,086. The operations of Faison are included
in the Company's operations from the date of acquisition. The Company borrowed
$37,105 under its credit facility to fund the acquisition.
1997 ACQUISITION
In August 1997, the Company acquired substantially all of the assets of
Doppelt & Company, a Cleveland, Ohio-based company, that specializes in new
store roll out strategies and problem retail real estate disposition services.
The Company paid $20,658 in cash, issued a promissory note of $6,000, which was
paid by the Company in November 1997 with 342,857 shares of common stock, and
granted the seller the right to receive an additional $2,000 of purchase price
if future commissions collected by the Company exceed $7,000, subject to certain
reductions. The Company also paid Mr. Doppelt $2,000 as consideration for an
employment agreement, which includes non-compete provisions. In connection with
the acquisition, which was accounted for using the purchase method of
accounting, the Company recorded goodwill of $27,727. The operations of Doppelt
are included in the Company's operations from the date of acquisition.
F-22
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
14. RELATED PARTY TRANSACTIONS
In 1999, 1998 and 1997, the Company derived 8%, 7% and 7%, respectively, of
its total revenues from services provided principally to the stockholders of the
Company. In addition, in 1999, 1998, and 1997, the Company derived 2%, 3% and
3%, respectively, of its total revenues from services provided to a customer of
which one of the Company's directors is an officer.
Under certain agreements, two significant stockholders were entitled to
receive royalty and consulting fees totaling approximately 12% of Earnings
Before Profit Sharing, as defined. Accrued royalties and consulting fees at
December 31, 1997 are included in payables to affiliates. These agreements were
terminated in connection with the Initial Public Offering. The Company paid
$1,556 and $2,713 to the two stockholders in January 1998 and April 1998,
representing all amounts owed by the Company under the agreements.
In conjunction with the issuance of stock in 1996, the Company issued tax
loans to the stockholders totaling $4,734 in order for the stockholders to pay
the incremental taxes related to the stock purchased. These notes bear interest
at 5.9% and were due in August 1999; however, these loans were repaid as of
December 31, 1998.
In January 1997, the Company formed a joint venture with an affiliate of one
of the stockholders to provide management information services. Both parties
share equally in any distributions from the joint venture (none through
December 31, 1999). The Company entered into a 5-year management information
system agreement with the joint venture for related services and paid fees
totaling $4,978, $4,468 and $4,135 in 1999, 1998 and 1997, respectively, for
such services.
15. FINANCIAL INSTRUMENTS
In September 1998, as required under the Company's $150,000 line of credit,
the Company entered into an interest rate swap to manage market risks related to
changes in interest rates. The Company's participation in derivative
transactions has been designed for hedging purposes, and derivative instruments
are not held or issued for trading purposes. Through June 24, 1999, the Company
had an interest rate swap outstanding with a notional amount of $135,000. This
swap agreement established a fixed interest pay rate of 5.29% on a portion of
the Company's variable rate debt. On June 24, 1999, the interest rate swap
agreement was renewed for a nine-month period ending March 24, 2000, with a
notional amount of $125,000. This swap agreement established a fixed interest
pay rate of 5.52% on a portion of the Company's variable rate debt. Under both
of the swap agreements, if the actual LIBOR-based rate is less than the
specified fixed interest rate, the Company is obligated to pay the differential
interest amount, such amount being recorded as incremental interest expense.
Conversely, if the LIBOR-based rate is greater than the specified fixed interest
rate, the differential interest amount is refunded to the Company and recorded
as a reduction of interest expense. The weighted average receive rate for the
swap agreement for 1999 and 1998 was 5.20% and 5.32%, respectively. In
connection with these agreements, the Company incurred incremental interest
expense of $260 in 1999 and a reduction of interest expense of $3 in 1998.
Because the majority of the Company's debt (including long-term debt and
notes payable on real estate held for sale) bears interest at floating rates,
there is not a significant difference between the carrying amount of the debt
and its fair value.
16. COMMITMENTS AND CONTINGENCIES
At December 31, 1999, the Company has guaranteed $10,331 of real estate
notes payable of others. These notes are collateralized by the underlying real
estate. The Company has outstanding letters of credit totaling $16,248 at
December 31, 1999, which expire at varying dates through December 2000.
F-23
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
16. COMMITMENTS AND CONTINGENCIES (CONTINUED)
In addition, at December 31, 1999, the Company has several completion and
budget guarantees relating to development projects. Management does not expect
to incur any material losses under these guarantees.
On November 2, 1997, the Company settled claims asserted by certain former
employees arising out of the termination of the Company's Stock Appreciation
Rights Plan. In connection with the settlement, the Company paid $127 in 1997
and $4,228 in 1998.
The Company and its subsidiaries are defendants in other 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.
17. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is summarized below for the three years
ended December 31:
1999 1998 1997
-------- -------- --------
Interest paid.................................... $11,029 $13,162 $ 7,575
Income taxes paid................................ 21,382 19,662 10,454
Profit sharing distributions paid................ 5,860 15,004 21,927
Non cash activities for the three years ended
December 31:
Payment of stockholder and tax loans with
deferred compensation balances............... -- -- 12,338
Conversion of Doppelt note payable to stock.... -- -- 6,000
Issuance of restricted stock, net of
forfeitures.................................. 1,913 1,829 --
18. SEGMENT INFORMATION
DESCRIPTION OF SERVICES BY SEGMENT
Through December 31, 1999, Trammell Crow Company has three reportable
segments: Outsourcing, Retail, and Local Business Units (LBU). All of the
segments provide real estate services.
The Outsourcing segment provides strategic services, facility management,
facility planning and project management, transaction services, office services,
and call center services primarily to corporate customers, and has developed
expertise in the financial services, healthcare, higher education, automotive,
oil and gas and technology/communications industries.
The Retail segment provides brokerage (tenant representation and lease
disposition services) and development services (predevelopment activities,
project finance advisory services, and construction oversight) to retail
customers who demand specialized property and market knowledge. The Retail
segment also provides property management and brokerage services for large
regional malls.
The LBU segment provides property management, brokerage and development and
construction services primarily to institutional customers who own real estate
for investment purposes. Additionally, the LBU segment provides certain of these
services to customers of the Retail and Outsourcing segments when the customers
need services not available through the Retail and Outsourcing segments. These
services are largely provided locally through the Company's 30 business units
located throughout the United States.
F-24
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
18. SEGMENT INFORMATION (CONTINUED)
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 adjusted
(as defined in footnote 2 in the following table). The accounting policies of
the reportable segments are the same as those described in the summary of
significant accounting policies.
FACTORS MANAGEMENT USED TO IDENTIFY THE COMPANY'S REPORTABLE SEGMENTS
The Company's reportable segments are business units that offer real estate
services to different types of customers. The Outsourcing segment, Retail
segment and Local Business Units are each managed separately because the
expertise required and the needs of the customers vary based on the nature of
the customer. The local business units have been aggregated and reported as one
segment due to the similarity of services provided and type of customers.
Virtually all of the Company's revenues are from customers located in the
United States. No individual customer accounts for more than 10% of the
Company's revenues.
Summarized financial information for reportable segments as of and for the
years ended December 31, 1999, 1998 and 1997 is as follows:
1999 1998 1997
-------- -------- --------
OUTSOURCING SERVICES:
Service revenues.............................. $151,495 $105,129 $ 68,719
Income from investment in unconsolidated
subsidiaries................................ -- -- --
Gain on disposition of real estate............ -- -- --
Other income.................................. 260 190 193
-------- -------- --------
Total revenues.............................. 151,755 105,319 68,912
Operating costs and expenses(1)............... 134,617 96,211 70,800
-------- -------- --------
Income (loss) before income tax expense....... 17,138 9,108 (1,888)
Depreciation and amortization................. 4,012 1,224 651
Interest expense.............................. 699 578 274
Non-cash, non-recurring compensation
expense..................................... -- -- 4,095
Non-recurring charge in connection with
settlement of claims relating to terminated
Stock Appreciation Rights plan.............. -- -- 539
Profit sharing and royalty and consulting
expense..................................... -- -- 4,800
-------- -------- --------
EBITDA, as adjusted(2)........................ $ 21,849 $ 10,910 $ 8,471
======== ======== ========
Segment assets................................ $ 67,891 $ 31,568 $ 19,684
======== ======== ========
F-25
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
18. SEGMENT INFORMATION (CONTINUED)
1999 1998 1997
-------- -------- --------
RETAIL:
Service revenues.............................. $ 30,322 $ 19,700 $ 5,318
Income from investment in unconsolidated
subsidiaries................................ -- -- --
Gain on disposition of real estate............ 3,072 2,247 1,237
Other income.................................. 40 76 11
-------- -------- --------
Total revenues.............................. 33,434 22,023 6,566
Operating costs and expenses(1)............... 32,050 19,431 7,318
-------- -------- --------
Income (loss) before income tax expense....... 1,384 2,592 (752)
Depreciation and amortization................. 1,617 1,268 639
Interest expense.............................. 690 342 197
Non-cash, non recurring compensation
expense..................................... -- -- 1,190
Non-recurring charge in connection with
settlement of claims relating to terminated
Stock Appreciation Rights plan.............. -- -- 157
Profit sharing and royalty and consulting
expense..................................... -- -- 40
-------- -------- --------
EBITDA, as adjusted(2)........................ $ 3,691 $ 4,202 $ 1,471
======== ======== ========
Segment assets................................ $ 63,397 $ 46,564 $ 40,214
======== ======== ========
LOCAL BUSINESS UNITS(3):
Service revenues.............................. $446,594 $338,903 $223,043
Income from investments in unconsolidated
subsidiaries................................ 23,338 18,438 512
Gain on disposition of real estate............ 30,338 29,411 9,004
Other income.................................. 1,984 3,429 5,602
-------- -------- --------
Total revenues.............................. 502,254 390,181 238,161
Operating costs and expenses(1)............... 431,179 325,756 252,908
-------- -------- --------
Income (loss) before income tax expense....... 71,075 64,425 (14,747)
Depreciation and amortization................. 11,914 7,917 2,938
Interest expense.............................. 8,118 9,357 5,044
Non-cash, non recurring compensation
expense..................................... -- -- 27,800
Non-recurring charge in connection with
settlement of claims relating to terminated
Stock Appreciation Rights plan.............. -- -- 3,659
Profit sharing and royalty and consulting
expense..................................... -- -- 24,886
-------- -------- --------
EBITDA, as adjusted(2)........................ $ 91,107 $ 81,699 $ 49,580
======== ======== ========
Segment assets................................ $506,722 $390,383 $266,338
======== ======== ========
F-26
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
18. SEGMENT INFORMATION (CONTINUED)
1999 1998 1997
-------- -------- --------
TOTAL:
Service revenues.............................. $628,411 $463,732 $297,080
Income from investments in unconsolidated
subsidiaries................................ 23,338 18,438 512
Gain on disposition of real estate............ 33,410 31,658 10,241
Other income.................................. 2,284 3,695 5,806
-------- -------- --------
Total revenues.............................. 687,443 517,523 313,639
Operating costs and expenses(1)............... 597,846 441,398 331,026
-------- -------- --------
Income (loss) before income tax expense....... 89,597 76,125 (17,387)
Depreciation and amortization................. 17,543 10,409 4,228
Interest expense.............................. 9,507 10,277 5,515
Non-cash, non recurring compensation
expense..................................... -- -- 33,085
Non-recurring charge in connection with
settlement of claims relating to terminated
Stock Appreciation Rights plan.............. -- -- 4,355
Profit sharing and royalty and consulting
expense..................................... -- -- 29,726
-------- -------- --------
EBITDA, as adjusted(2)........................ $116,647 $ 96,811 $ 59,522
======== ======== ========
Segment assets................................ $638,010 $468,515 $326,236
======== ======== ========
- ------------------------------
(1) Operating costs and expenses include non-cash compensation expense of $65
and $7 related to the Outsourcing Services segment, $842 and $477 related to
the Retail segment and $2,390 and $725 related to the Local Business Unit
segment in 1999 and 1998, respectively.
(2) EBITDA, as adjusted, represents earnings before interest, income taxes,
depreciation and amortization, royalty and consulting fees, profit sharing,
the non-cash, non-recurring charge to income in 1997 related to the stock
options granted under the Assumed Option Plan and the non-recurring charge
to income in 1997 resulting from the settlement of claims by certain former
employees arising out of a terminated stock appreciation rights plan.
Management believes that EBITDA, as adjusted, can be a meaningful measure of
the Company's operating performance, cash generation and ability to service
debt. However, EBITDA, as adjusted, 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, as adjusted, is comparable to similarly titled items reported by
other companies.
(3) Total LBU revenues include revenues generated from the following lines of
business:
1999 1998 1997
-------- -------- --------
Property management......................................... $142,717 $122,843 $ 94,434
Brokerage................................................... 212,311 152,791 91,242
Development and investment activities....................... 147,226 114,547 52,485
-------- -------- --------
$502,254 $390,181 $238,161
======== ======== ========
F-27
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
19. UNAUDITED INTERIM FINANCIAL INFORMATION
Unaudited summarized financial information by quarter is as follows:
QUARTER ENDED
-------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
--------- -------- ------------ -----------
1999:
Total revenues................... $134,789 $149,736 $195,682 $207,236
Net income....................... 7,103 8,264 16,699 22,377
Earnings per share:
Basic.......................... $ .21 $ .24 $ .47 $ .64
Diluted........................ $ .20 $ .23 $ .46 $ .61
1998:
Total revenues(1)................ $ 88,959 $113,536 $144,461 $170,567
Net income....................... 6,329 10,851 14,284 14,987
Earnings per share:
Basic.......................... $ .19 $ .32 $ .42 $ .44
Diluted........................ $ .18 $ .30 $ .39 $ .41
- ------------------------
(1) Certain revenues for the periods ended March 31, June 30, and September 30
have been reclassified to conform to the presentation for the quarter and
year ended December 31, 1998. As a result, certain revenues differ from the
amounts reported in the Company's Quarterly Reports on Form 10-Q for 1998.
These reclassifications do not impact net income.
In the fourth quarter of 1998, the Company recognized $10,081 of income from
unconsolidated subsidiaries relating to one atypically large and profitable
transaction.
F-28
TRAMMELL CROW COMPANY AND SUBSIDIARIES
SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
(IN THOUSANDS)
INITIAL COST
--------------------------------------
FURNITURE,
RELATED BUILDINGS AND FIXTURES &
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS EQUIPMENT
- ----------- ------------- -------- ------------- -----------
RETAIL
Country Corner, Escondido, CA............................... $ 2,855 $ 1,745 $ 2,013 $ --
Diamond Bar, Diamond Bar, CA................................ 5,650 1,475 4,290 --
Duncanville, Duncanville, TX................................ 2,108 366 39 --
Gateway Plaza, Aurora, CO................................... 6,473 1,018 5,793 --
Golfview, Golfview, FL...................................... 1,408 1,435 64 --
Killeen, Killeen, TX........................................ 1,702 2,397 -- --
Loveland, Loveland, CO...................................... 277 777 24 --
McCreless Square, San Antonio, TX........................... -- 316 -- --
Ridge Rock, Ft. Worth, TX................................... 4,902 5,650 204 --
Shelby, Shelby, NC.......................................... 1,574 575 63 --
Springtown Mall, San Marcos, TX............................. 6,728 2,112 1,198 --
Village Green, Yorba Linda, CA.............................. 2,750 1,890 2,316 --
Washington & Allen, Pasadena, CA............................ 1,589 1,068 562 --
Weatherford, Weatherford, TX................................ 1,670 671 35 --
Westview Plaza, Lebanon, TN................................. 2,166 788 1,822 --
OFFICE
Barton Creek, Austin, TX.................................... -- 2,672 66 --
Boulder Office, Boulder, CO................................. 10,730 2,400 9,657 --
Bowie, Austin, TX........................................... 1,740 442 1,767 --
Burbank-Lockheed, Burbank, CA............................... -- 7,105 132 --
Elliot & Hardy, Tempe, AZ................................... 7,116 1,933 -- --
Forest Hill, Memphis, TN.................................... 979 1,396 -- --
Freeport #2 & #3, Irving, TX................................ 18,057 4,138 -- --
Mesquite Corporate Center, Phoenix, AZ...................... 6,139 2,125 69 --
Microsoft, Charlotte, NC.................................... 1 -- -- --
Quail Commerce, Oklahoma City, OK........................... 2,999 743 -- --
INDUSTRIAL
1102 Freeway, Grand Praire, TX.............................. 3,873 1,230 4,587 --
Allen D-2, Allen, TX........................................ -- 865 -- --
Deerwood, Jacksonville, FL.................................. 5,800 1,542 5,981 --
Elk Grove, Elk Grove, IL.................................... 15,200 6,600 12,395 --
Gamecock, Rock Hill, SC..................................... 1,117 1,247 -- --
University of North Texas, Dallas, TX....................... 3,181 453 -- --
LAND
AEW #10, Mt. Laurel Township, NJ............................ -- 107 -- --
Arrowood, Charlotte, NC..................................... -- 321 -- --
Cedar Hollow, Chester County, PA............................ 5,400 12,118 -- --
Cleveland, Cleveland, OH.................................... -- 260 -- --
DC Land, Douglas County, CO................................. -- 1,888 -- --
Forest LBJ, Dallas, TX...................................... 772 668 -- --
Glasgow, Cherry Hill, NJ.................................... -- 1,222 -- --
Hamden Town Center, Denver, CO.............................. 1,630 4,346 -- --
Harrison Business Park, Colorado Springs, CO................ 121 152 -- --
Lake Park Plaza, Lewisville, TX............................. 5,420 7,223 -- --
Perrier, Tamarac, FL........................................ -- 718 -- --
Quarry Crossing, San Antonio, TX............................ -- 2,557 -- --
SadlerLand, Memphis, TN..................................... -- 123 -- --
Sierra Corporate Center, Reno, NV........................... 2,700 3,292 -- --
TC Riverside, Belcamp, MD................................... -- 919 -- --
USPS--Kenhonkson, Kenhonkson, NY............................ -- 257 -- --
Westridge @ Gateway, Dallas, TX............................. -- 1,535 -- --
Wood Village, Portland, OR.................................. -- 3,981 -- --
-------- ------- ------- ----
Total..................................................... $134,827 $98,861 $53,077 $ 0
======== ======= ======= ====
12/31/99 BALANCE
-------------------------------------------------
COSTS FURNITURE,
SUBSEQUENT TO BUILDINGS AND FIXTURES &
DESCRIPTION ACQUISITION LAND IMPROVEMENTS EQUIPMENT TOTAL(A)
- ----------- ------------- -------- ------------- ----------- --------
RETAIL
Country Corner, Escondido, CA............................... $ 54 $ 2,013 $ 1,799 $ -- $ 3,812
Diamond Bar, Diamond Bar, CA................................ 36 1,479 4,322 -- 5,801
Duncanville, Duncanville, TX................................ 1,766 366 1,805 -- 2,171
Gateway Plaza, Aurora, CO................................... 430 1,018 6,223 -- 7,241
Golfview, Golfview, FL...................................... 107 1,435 171 -- 1,606
Killeen, Killeen, TX........................................ 1,180 2,451 1,126 -- 3,577
Loveland, Loveland, CO...................................... 1,309 495 1,615 -- 2,110
McCreless Square, San Antonio, TX........................... 323 316 323 -- 639
Ridge Rock, Ft. Worth, TX................................... 10 5,650 214 -- 5,864
Shelby, Shelby, NC.......................................... 1,291 575 1,354 -- 1,929
Springtown Mall, San Marcos, TX............................. 2,166 1,593 3,883 -- 5,476
Village Green, Yorba Linda, CA.............................. 46 1,890 2,362 -- 4,252
Washington & Allen, Pasadena, CA............................ 860 1,068 1,422 -- 2,490
Weatherford, Weatherford, TX................................ 1,453 453 1,706 -- 2,159
Westview Plaza, Lebanon, TN................................. 61 788 1,883 -- 2,671
OFFICE
Barton Creek, Austin, TX.................................... 5,580 3,080 5,238 -- 8,318
Boulder Office, Boulder, CO................................. 824 2,400 10,481 -- 12,881
Bowie, Austin, TX........................................... 87 442 1,854 -- 2,296
Burbank-Lockheed, Burbank, CA............................... 87 7,105 219 -- 7,324
Elliot & Hardy, Tempe, AZ................................... 5,313 1,783 5,463 -- 7,246
Forest Hill, Memphis, TN.................................... 1,146 1,396 1,146 -- 2,542
Freeport #2 & #3, Irving, TX................................ 15,010 4,138 15,010 -- 19,148
Mesquite Corporate Center, Phoenix, AZ...................... 4,052 2,125 4,121 -- 6,246
Microsoft, Charlotte, NC.................................... 12,719 -- 12,719 -- 12,719
Quail Commerce, Oklahoma City, OK........................... 2,696 738 2,701 -- 3,439
INDUSTRIAL
1102 Freeway, Grand Praire, TX.............................. 65 1,230 4,652 -- 5,882
Allen D-2, Allen, TX........................................ 353 1,129 89 -- 1,218
Deerwood, Jacksonville, FL.................................. -- 1,542 5,981 -- 7,523
Elk Grove, Elk Grove, IL.................................... -- 6,600 12,395 -- 18,995
Gamecock, Rock Hill, SC..................................... 746 1,247 746 -- 1,993
University of North Texas, Dallas, TX....................... 4,471 453 4,471 -- 4,924
LAND
AEW #10, Mt. Laurel Township, NJ............................ 248 355 -- -- 355
Arrowood, Charlotte, NC..................................... -- 321 -- -- 321
Cedar Hollow, Chester County, PA............................ 1 12,119 -- -- 12,119
Cleveland, Cleveland, OH.................................... 10 270 -- -- 270
DC Land, Douglas County, CO................................. 1,241 3,129 -- -- 3,129
Forest LBJ, Dallas, TX...................................... -- 668 -- -- 668
Glasgow, Cherry Hill, NJ.................................... 18 1,240 -- -- 1,240
Hamden Town Center, Denver, CO.............................. 719 5,065 -- -- 5,065
Harrison Business Park, Colorado Springs, CO................ 10 162 -- -- 162
Lake Park Plaza, Lewisville, TX............................. 133 7,356 -- -- 7,356
Perrier, Tamarac, FL........................................ -- 718 -- -- 718
Quarry Crossing, San Antonio, TX............................ 236 2,793 -- -- 2,793
SadlerLand, Memphis, TN..................................... (0) 123 -- -- 123
Sierra Corporate Center, Reno, NV........................... -- 3,292 -- -- 3,292
TC Riverside, Belcamp, MD................................... 132 1,051 -- -- 1,051
USPS--Kenhonkson, Kenhonkson, NY............................ 33 290 -- -- 290
Westridge @ Gateway, Dallas, TX............................. 13 1,548 -- -- 1,548
Wood Village, Portland, OR.................................. 417 4,398 -- -- 4,398
------- -------- -------- ---- --------
Total..................................................... $67,452 $101,896 $117,494 $ 0 $219,390
======= ======== ======== ==== ========
DATE OF DATE DEPRECIABLE
DESCRIPTION CONSTRUCTION ACQUIRED LIVES(B)
- ----------- ------------ -------- -----------
RETAIL
Country Corner, Escondido, CA............................... N/A 1998
Diamond Bar, Diamond Bar, CA................................ 1981 1997
Duncanville, Duncanville, TX................................ 1999 1999
Gateway Plaza, Aurora, CO................................... 1984 1996
Golfview, Golfview, FL...................................... 1999 1999
Killeen, Killeen, TX........................................ 1999 1999
Loveland, Loveland, CO...................................... 1999 1999
McCreless Square, San Antonio, TX........................... 1999 1999
Ridge Rock, Ft. Worth, TX................................... 1999 1999
Shelby, Shelby, NC.......................................... 1999 1999
Springtown Mall, San Marcos, TX............................. 1975 1999
Village Green, Yorba Linda, CA.............................. 1986 1997
Washington & Allen, Pasadena, CA............................ 1999 1999
Weatherford, Weatherford, TX................................ 1999 1999
Westview Plaza, Lebanon, TN................................. 1987 1999
OFFICE
Barton Creek, Austin, TX.................................... 1999 1998
Boulder Office, Boulder, CO................................. 1985 1999
Bowie, Austin, TX........................................... 1986 1997
Burbank-Lockheed, Burbank, CA............................... 2000 1999
Elliot & Hardy, Tempe, AZ................................... 1998 1998
Forest Hill, Memphis, TN.................................... 1999 1999
Freeport #2 & #3, Irving, TX................................ 1998 1998
Mesquite Corporate Center, Phoenix, AZ...................... 1999 1999
Microsoft, Charlotte, NC.................................... 1999 1999
Quail Commerce, Oklahoma City, OK........................... 1998 1998
INDUSTRIAL
1102 Freeway, Grand Praire, TX.............................. 1977 1999
Allen D-2, Allen, TX........................................ 1998 1998
Deerwood, Jacksonville, FL.................................. 1974 1999
Elk Grove, Elk Grove, IL.................................... 1975 1999
Gamecock, Rock Hill, SC..................................... 1999 1999
University of North Texas, Dallas, TX....................... 1999 1999
LAND
AEW #10, Mt. Laurel Township, NJ............................ N/A 1997
Arrowood, Charlotte, NC..................................... N/A 1999
Cedar Hollow, Chester County, PA............................ N/A 1999
Cleveland, Cleveland, OH.................................... N/A 1996
DC Land, Douglas County, CO................................. N/A 1999
Forest LBJ, Dallas, TX...................................... N/A 1998
Glasgow, Cherry Hill, NJ.................................... N/A 1999
Hamden Town Center, Denver, CO.............................. N/A 1999
Harrison Business Park, Colorado Springs, CO................ N/A 1998
Lake Park Plaza, Lewisville, TX............................. N/A 1999
Perrier, Tamarac, FL........................................ N/A 1999
Quarry Crossing, San Antonio, TX............................ N/A 1997
SadlerLand, Memphis, TN..................................... N/A 1997
Sierra Corporate Center, Reno, NV........................... N/A 1999
TC Riverside, Belcamp, MD................................... N/A 1997
USPS--Kenhonkson, Kenhonkson, NY............................ N/A 1999
Westridge @ Gateway, Dallas, TX............................. N/A 1997
Wood Village, Portland, OR.................................. N/A 1999
Total.....................................................
(A) The aggregate cost for Federal Income tax purposes is approximately $220
million.
(B) All real estate investments have been held for sale since acquisition and
are therefore not depreciated.
F-29
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTE TO SCHEDULE III--REAL ESTATE INVESTMENTS
AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
(IN THOUSANDS)
Changes in real estate investments and accumulated depreciation for the
three years ended December 31, 1999 are as follows:
1999 1998 1997
--------- --------- ---------
REAL ESTATE INVESTMENTS:
Balance at beginning of year................................ $ 91,501 $ 98,567 $ 71,122
Additions and improvements................................ 266,255 169,026 104,147
Sales and transfers....................................... (138,366) (176,092) (76,702)(A)
--------- --------- ---------
Balance at end of year...................................... $ 219,390 $ 91,501 $ 98,567
========= ========= =========
- ------------------------
(A) Includes $35,400 contributed to a partnership in March 1997.
F-30