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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001,
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 1-13531
------------------------
TRAMMELL CROW COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2721454
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or organization)
2001 ROSS AVENUE 75201
SUITE 3400 (Zip Code)
DALLAS, TEXAS
(Address of principal executive
offices)
(214) 863-3000
(Registrant's telephone number, including area code)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
At August 8, 2001 there were 35,826,223 shares of Common Stock outstanding.
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TRAMMELL CROW COMPANY AND SUBSIDIARIES
INDEX
PAGE
NUMBER
--------
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2001
(unaudited) and December 31, 2000......................... 3
Condensed Consolidated Statements of Income for the three
and six months ended June 30, 2001 and 2000 (unaudited)... 4
Condensed Consolidated Statements of Stockholders' Equity
for the six months ended June 30, 2001 (unaudited) and the
year ended December 31, 2000.............................. 5
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2001 and 2000 (unaudited)........... 6
Condensed Consolidated Statements of Comprehensive Income
for the three and six months ended June 30, 2001 and 2000
(unaudited)............................................... 7
Notes to Condensed Consolidated Financial Statements
(unaudited)............................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 18
Item 3. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 26
PART II. Other Information
Item 1. Legal Proceedings........................................... 26
Item 4. Submission of Matters to a Vote of Security Holders......... 27
Item 6. Exhibits and Reports on Form 8-K............................ 27
2
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
JUNE 30, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents................................. $ 19,932 $ 55,637
Accounts receivable, net of allowance for doubtful
accounts of $5,500 in 2001 and $4,778 in 2000........... 139,479 151,069
Receivables from affiliates............................... 7,528 4,306
Notes and other receivables............................... 19,027 22,072
Income taxes recoverable.................................. 1,094 --
Deferred income taxes..................................... 2,219 2,219
Real estate held for sale................................. 236,234 220,021
Other current assets...................................... 27,702 28,345
-------- --------
Total current assets.................................... 453,215 483,669
Furniture and equipment, net................................ 35,716 35,200
Deferred income taxes....................................... 13,931 13,088
Investments in unconsolidated subsidiaries.................. 65,805 55,603
Goodwill, net............................................... 99,458 100,440
Other assets................................................ 35,925 38,434
-------- --------
$704,050 $726,434
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 47,179 $ 44,114
Accrued expenses.......................................... 82,318 101,157
Payables to affiliates.................................... 1,604 1,891
Income taxes payable...................................... -- 3,592
Current portion of long-term debt......................... 1,808 1,377
Current portion of capital lease obligations.............. 4,358 5,219
Notes payable on real estate held for sale................ 156,915 148,098
Other current liabilities................................. 7,519 6,808
-------- --------
Total current liabilities............................... 301,701 312,256
Long-term debt, less current portion........................ 67,200 75,105
Capital lease obligations, less current portion............. 4,874 6,541
Other liabilities........................................... 572 572
-------- --------
Total liabilities....................................... 374,347 394,474
Minority interest........................................... 34,679 41,001
Stockholders' equity
Preferred stock; $0.01 par value; 30,000,000 shares
authorized; none issued or outstanding.................. -- --
Common stock; $0.01 par value; 100,000,000 shares
authorized; 35,879,515 shares issued and 35,563,933
shares outstanding in 2001, and 35,850,308 shares issued
and 35,349,572 shares outstanding in 2000............... 359 358
Paid-in capital........................................... 176,457 176,374
Retained earnings......................................... 125,539 123,207
Accumulated other comprehensive loss...................... (1,790) (366)
Less: Treasury stock...................................... (3,454) (5,841)
Unearned stock compensation, net........................ (2,087) (2,773)
-------- --------
Total stockholders' equity.................................. 295,024 290,959
-------- --------
$704,050 $726,434
======== ========
See accompanying notes.
3
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
REVENUES
GLOBAL SERVICES:
CORPORATE:
Facilities management....................... $ 43,040 $ 31,305 $ 84,868 $ 60,680
Corporate advisory services................. 26,900 38,398 52,785 64,517
Project management services................. 12,968 9,798 25,578 19,530
---------- ---------- ---------- ----------
82,908 79,501 163,231 144,727
INSTITUTIONAL:
Property management......................... 46,079 39,625 89,066 79,491
Brokerage................................... 34,776 38,660 61,715 67,713
Construction management..................... 3,545 5,180 7,966 9,559
---------- ---------- ---------- ----------
84,400 83,465 158,747 156,763
Income (loss) from investments in
unconsolidated subsidiaries............... 651 (233) 810 --
Other....................................... 205 330 387 464
---------- ---------- ---------- ----------
168,164 163,063 323,175 301,954
DEVELOPMENT AND INVESTMENT:
Development and construction fees........... 18,321 18,499 34,730 35,652
Income from investments in unconsolidated
subsidiaries.............................. 4,366 1,157 4,719 2,563
Gain on disposition of real estate.......... 2,294 2,873 4,567 8,472
Other....................................... 334 498 779 693
---------- ---------- ---------- ----------
25,315 23,027 44,795 47,380
---------- ---------- ---------- ----------
193,479 186,090 367,970 349,334
COSTS AND EXPENSES
Salaries, wages and benefits................ 116,790 100,302 234,223 201,165
Commissions................................. 26,228 30,920 46,451 52,267
General and administrative.................. 31,413 28,323 57,231 53,802
Depreciation and amortization............... 6,993 6,351 13,891 11,017
Interest.................................... 3,873 4,243 8,221 7,744
Minority interest........................... 63 1,961 (199) 3,180
Restructuring charges....................... 947 -- 947 --
---------- ---------- ---------- ----------
186,307 172,100 360,765 329,175
---------- ---------- ---------- ----------
Income before income taxes.................... 7,172 13,990 7,205 20,159
Income tax expense............................ 2,907 5,597 2,920 8,066
---------- ---------- ---------- ----------
Net income.................................... $ 4,265 $ 8,393 $ 4,285 $ 12,093
========== ========== ========== ==========
Earnings per share:
Basic....................................... $ 0.12 $ 0.24 $ 0.12 $ 0.35
========== ========== ========== ==========
Diluted..................................... $ 0.12 $ 0.23 $ 0.12 $ 0.34
========== ========== ========== ==========
Weighted average common shares outstanding:
Basic....................................... 35,355,638 34,751,269 35,287,438 34,718,472
Diluted..................................... 36,408,303 36,018,449 36,470,085 35,961,043
See accompanying notes.
4
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED) AND YEAR ENDED DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT SHARE DATA)
ACCUMULATED
COMMON SHARES COMMON OTHER
--------------------- STOCK PAR PAID-IN RETAINED COMPREHENSIVE TREASURY STOCKHOLDER
ISSUED TREASURY VALUE CAPITAL EARNINGS LOSS STOCK LOANS
---------- -------- --------- -------- --------- -------------- -------- -----------
Balance at January 1,
2000..................... 35,581,620 801,725 $356 $174,645 $ 88,160 $ -- $(9,363) $(98)
Net income............... -- -- -- -- 35,454 -- -- --
Issuance of restricted
stock.................. -- (219,053) -- 11 (49) -- 2,555 --
Forfeiture of restricted
stock.................. -- 10,261 -- (110) -- -- (123) --
Amortization of unearned
stock compensation..... -- -- -- -- -- -- -- --
Issuance of common
stock.................. 268,688 (141,997) 2 1,828 (358) -- 1,656 --
Stock repurchase......... -- 49,800 -- -- -- -- (566) --
Foreign currency
translation adjustment,
net of tax............. -- -- -- -- -- (366) -- --
Collection of stockholder
loans.................. -- -- -- -- -- -- -- 98
---------- -------- ---- -------- -------- ------- ------- ----
Balance at December 31,
2000..................... 35,850,308 500,736 358 176,374 123,207 (366) (5,841) --
Net income............... -- -- -- -- 4,285 -- -- --
Issuance of restricted
stock.................. -- (7,562) -- -- (2) -- 88 --
Forfeiture of restricted
stock.................. -- 9,097 -- (28) -- -- (95) --
Amortization of unearned
stock compensation..... -- -- -- -- -- -- -- --
Issuance of common
stock.................. 29,207 (400,089) 1 111 (1,951) -- 4,635 --
Stock repurchase......... -- 213,400 -- -- -- -- (2,241) --
Foreign currency
translation adjustment,
net of tax............. -- -- -- -- -- (1,424) -- --
---------- -------- ---- -------- -------- ------- ------- ----
Balance at June 30, 2001... 35,879,515 315,582 $359 $176,457 $125,539 $(1,790) $(3,454) $ --
========== ======== ==== ======== ======== ======= ======= ====
UNEARNED
STOCK
COMPENSATION TOTAL
------------- --------
Balance at January 1,
2000..................... $(2,048) $251,652
Net income............... -- 35,454
Issuance of restricted
stock.................. (2,517) --
Forfeiture of restricted
stock.................. 84 (149)
Amortization of unearned
stock compensation..... 1,708 1,708
Issuance of common
stock.................. -- 3,128
Stock repurchase......... -- (566)
Foreign currency
translation adjustment,
net of tax............. -- (366)
Collection of stockholder
loans.................. -- 98
------- --------
Balance at December 31,
2000..................... (2,773) 290,959
Net income............... -- 4,285
Issuance of restricted
stock.................. (86) --
Forfeiture of restricted
stock.................. 71 (52)
Amortization of unearned
stock compensation..... 701 701
Issuance of common
stock.................. -- 2,796
Stock repurchase......... -- (2,241)
Foreign currency
translation adjustment,
net of tax............. -- (1,424)
------- --------
Balance at June 30, 2001... $(2,087) $295,024
======= ========
See accompanying notes.
5
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS
ENDED JUNE 30
-------------------
2001 2000
-------- --------
(IN THOUSANDS)
OPERATING ACTIVITIES
Cash flows from earnings:
Net income................................................ $ 4,285 $12,093
Reconciliation of net income to net cash provided by
earnings:
Depreciation and amortization........................... 13,891 11,017
Amortization of employment contracts and unearned
compensation.......................................... 1,595 2,249
Bad debt expense........................................ 2,315 1,433
Minority interest....................................... (199) 3,180
Deferred income tax provision........................... -- 183
Income from investments in unconsolidated
subsidiaries.......................................... (5,529) (2,563)
-------- -------
Net cash provided by earnings......................... 16,358 27,592
Cash flows from changes in working capital, net of
acquisitions:
Accounts receivable....................................... 13,700 8,858
Receivables from affiliates............................... (3,222) (6,802)
Notes receivable and other assets......................... 1,166 (17,091)
Real estate held for sale................................. (17,710) (34,943)
Notes payable on real estate held for sale................ 8,817 32,886
Accounts payable and accrued expenses..................... (15,033) (13,043)
Payables to affiliates.................................... (287) (240)
Income taxes recoverable/payable.......................... (4,686) (6,490)
Other liabilities......................................... 711 6,718
-------- -------
Net cash flows from changes in working capital........ (16,544) (30,147)
-------- -------
Net cash used in operating activities....................... (186) (2,555)
-------- -------
INVESTING ACTIVITIES
Expenditures for furniture and equipment.................... (6,870) (8,694)
Acquisitions of real estate service companies............... (1,078) (3,253)
Investments in unconsolidated subsidiaries.................. (12,810) (24,200)
Distributions from unconsolidated subsidiaries.............. 2,325 7,458
-------- -------
Net cash used in investing activities....................... (18,433) (28,689)
-------- -------
FINANCING ACTIVITIES
Principal payments on long-term debt and capital lease
obligations............................................... (200,400) (53,949)
Proceeds from long-term debt................................ 188,882 70,720
Contributions from minority interest........................ 1,400 3,743
Distributions to minority interest.......................... (7,523) (8,218)
Purchase of common stock.................................... (2,241) (566)
Proceeds from exercise of stock options..................... 889 237
Proceeds from issuance of common stock...................... 1,907 1,367
Collections of stockholder loans............................ -- 98
-------- -------
Net cash provided by (used in) financing activities......... (17,086) 13,432
-------- -------
Net decrease in cash and cash equivalents................... (35,705) (17,812)
Cash and cash equivalents, beginning of period.............. 55,637 47,528
-------- -------
Cash and cash equivalents, end of period.................... $ 19,932 $29,716
======== =======
See accompanying notes.
6
TRAMMELL CROW COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
---------------------- ----------------------
2001 2000 2001 2000
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Net income....................................... $4,265 $8,393 $4,285 $12,093
Other comprehensive loss:
Foreign currency translation adjustments, net
of tax benefit of $351 and $843 in the three
and six months ended June 30, 2001,
respectively................................. (506) -- (1,424) --
------ ------ ------ -------
Comprehensive income............................. $3,759 $8,393 $2,861 $12,093
====== ====== ====== =======
See accompanying notes.
7
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL
The consolidated interim financial statements of Trammell Crow Company (the
"Company") included herein have been prepared in accordance with the
requirements for interim financial statements and do not include all disclosures
required under accounting principles generally accepted in the United States
("GAAP") for complete financial statements. These financial statements should be
read in conjunction with the consolidated financial statements included in the
Company's annual report on Form 10-K for the year ended December 31, 2000. In
the opinion of management, all adjustments and eliminations, consisting only of
recurring adjustments, necessary for a fair presentation of the financial
statements for the interim periods have been made. Interim results of operations
are not necessarily indicative of the results to be expected for the full year.
The Company has experienced and expects to continue to experience quarterly
variations in revenues and net income as a result of several factors. The
Company's quarterly revenues tend to increase throughout the year, particularly
in the last quarter of the year, because its clients have demonstrated a
tendency to close transactions toward the end of the year. The timing and
introduction of new contracts, the disposition of investments in real estate
assets, the recognition of incentive fees towards the latter part of the fiscal
year as contractual targets are met and other factors may also cause quarterly
fluctuations in the Company's results of operations.
USE OF ESTIMATES
The preparation of the financial statements in accordance with GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.
INCOME TAXES
The Company accounts for income taxes using the liability method. Deferred
income taxes result from temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
federal income tax purposes, and are measured using the enacted tax rates and
laws that will be in effect when the differences reverse.
EARNINGS PER SHARE
The weighted-average common shares outstanding used to calculate diluted
earnings per share for the three and six months ended June 30, 2001 include
1,052,665 and 1,182,647 shares, respectively, to reflect the dilutive effect of
options to purchase shares of common stock. The weighted-average common shares
outstanding used to calculate diluted earnings per share for the three and six
months ended June 30, 2000 include 1,267,180 and 1,242,571 shares, respectively,
to reflect the dilutive effect of options to purchase shares of common stock.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, BUSINESS COMBINATIONS, and No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS, effective for
8
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
1. GENERAL (CONTINUED)
fiscal years beginning after December 15, 2001. Under the new rules, goodwill
and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with the
statements. Other intangible assets will continue to be amortized over their
useful lives.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Based on goodwill
recorded at June 30, 2001, application of the nonamortization provisions of the
statement is expected to result in an increase in net income of $2,773 ($0.08
per share) per year. The Company will perform the first of the required
impairment tests of goodwill and indefinite lived intangible assets as of
January 1, 2002 and, therefore, has not yet determined what the effect of these
tests will be on the earnings and financial position of the Company.
RECLASSIFICATIONS
The Company reorganized certain elements of its business effective
January 1, 2001. Consequently, the Institutional and Corporate segments reported
in 2000 have been reorganized into the Global Services segment and the
Development and Investment segment in 2001. Within the Global Services segment,
the Company delivers property and facilities management, brokerage and corporate
advisory, and project and construction management services for both corporate
customers (typically the primary occupants of commercial properties) and
institutional customers (investors and landlords who typically do not occupy the
properties). All of the Company's real estate development, capital markets and
investment activities are conducted through the Development and Investment
segment. Revenues for the three and six months ended June 30, 2001 have been
presented under this segment format. Revenues for the three and six months ended
June 30, 2000 have been reclassified to conform to the presentation for 2001. As
a result, the classification of 2000 revenue items differs from the amounts
reported in previously filed documents. These reclassifications did not impact
net income (see Note 9).
2. REAL ESTATE HELD FOR SALE
During the six months ended June 30, 2001, the Company sold 16 real estate
projects for an aggregate net sales price of $40,905 resulting in an aggregate
gain on disposition of $3,826. In three other transactions, the Company
recognized an aggregate of $741 of deferred gain resulting from dispositions in
prior periods. During the six months ended June 30, 2000, the Company sold ten
real estate projects for an aggregate sales price of $46,300, resulting in an
aggregate gain on disposition of $8,472.
In addition, during the six months ended June 30, 2001, the Company sold 75%
of its interest in a partnership that owned real estate at a sales price equal
to $2,238 (75% of the partnership's net book value) and provided partial
financing of the purchase in the amount of $186. During the six months ended
June 30, 2000, the Company received $15,160 from a real estate partnership in
which it has a 10% interest, representing reimbursement of costs expended in
excess of the Company's required capital contribution of $354. In two other
transactions during the six months ended June 30, 2000, the Company sold its
interest, at net book value, in partnerships which owned real estate with a cost
of $16,827 and had debt and outstanding payables totaling the same amount. Also
during the six months ended June 30, 2000, the
9
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
2. REAL ESTATE HELD FOR SALE (CONTINUED)
Company entered into two agreements with land sellers whereby the Company
acquired property subject to a nonrecourse purchase money mortgage with the
contractual right to deed back to the seller any property not sold by a certain
date. During the six months ended June 30, 2000, in accordance with its rights
under this agreement, the Company deeded land with a fair market value of $6,108
back to the lender. No gains or losses were recognized on these transactions.
3. INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES
Investments in unconsolidated subsidiaries consist of the following:
JUNE 30, DECEMBER 31,
2001 2000
--------- -------------
Real estate development................................ $37,971 $29,443
E-Commerce and Other................................... 27,834 26,160
------- -------
$65,805 $55,603
======= =======
On June 30, 2000, the Company purchased approximately 10.0% of the
outstanding stock of Savills plc ("Savills"), a property services firm
headquartered in the United Kingdom and a leading provider of real estate
services in Europe, Asia-Pacific and Australia, for approximately $21,000. The
investment is classified as an "other" investment in the table above.
Summarized operating results for unconsolidated subsidiaries accounted for
on the equity method are as follows:
FOR THE SIX MONTHS
ENDED JUNE 30,
--------------------
2001 2000
--------- --------
REAL ESTATE DEVELOPMENT:
Total revenues......................................... $ 29,465 $ 20,873
Total expenses......................................... (20,431) (9,042)
--------- --------
Net income............................................. $ 9,034 $ 11,831
========= ========
OTHER:
Total revenues......................................... $ 93,252 $ 17,925
Total expenses......................................... (86,629) (16,442)
--------- --------
Net income............................................. $ 6,623 $ 1,483
========= ========
TOTAL:
Total revenues......................................... $ 122,717 $ 38,798
Total expenses......................................... (107,060) (25,484)
--------- --------
Net income............................................. $ 15,657 $ 13,314
========= ========
10
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
4. ACCRUED EXPENSES
Accrued expenses consist of the following:
JUNE 30, DECEMBER 31,
2001 2000
--------- -------------
Payroll and bonuses.................................... $27,217 $ 38,422
Commissions............................................ 28,794 41,475
Deferred income........................................ 11,445 6,381
Development costs...................................... 4,576 2,724
Insurance.............................................. 2,363 936
Other.................................................. 7,923 11,219
------- --------
$82,318 $101,157
======= ========
5. LONG-TERM DEBT
Long-term debt consists of the following:
JUNE 30, DECEMBER 31,
2001 2000
--------- -------------
Borrowings under a $150,000 line of credit with a
bank................................................. $64,000 $75,105
Other.................................................. 5,008 1,377
------- -------
Total long-term debt................................... 69,008 76,482
Less current portion of long-term debt................. 1,808 1,377
------- -------
$67,200 $75,105
======= =======
At June 30, 2001, the Company had an unused borrowing capacity (taking into
account letters of credit and borrowings outstanding) under its $150,000 line of
credit of approximately $68,890.
11
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
6. STOCKHOLDERS' EQUITY
A summary of the Company's stock option activity for the six months ended
June 30, 2001, is as follows:
EXERCISE PRICE EXERCISE PRICE EXERCISE PRICE EXERCISE PRICE
OF $3.85 OF $10.20 TO OF $14.51 TO OF $22.76 TO
(BELOW $14.50 (AT $22.75 (AT $36.00 (AT
MARKET PRICE MARKET PRICE MARKET PRICE MARKET PRICE
AT GRANT DATE) AT GRANT DATE) AT GRANT DATE) AT GRANT DATE) TOTAL
-------------- -------------- -------------- -------------- ---------
OPTIONS OUTSTANDING:
December 31, 2000............... 1,613,123 1,567,343 3,626,449 231,416 7,038,331
Granted......................... -- 1,546,793 -- -- 1,546,793
Exercised....................... (229,770) -- -- -- (229,770)
Forfeited....................... -- (74,250) (275,571) (3,042) (352,863)
--------- --------- --------- ------- ---------
June 30, 2001................... 1,383,353 3,039,886 3,350,878 228,374 8,002,491
========= ========= ========= ======= =========
OPTIONS EXERCISABLE AT JUNE 30,
2001.......................... 1,383,353 427,400 2,541,615 185,727 4,538,095
========= ========= ========= ======= =========
In May 2001, the Company announced that its Board of Directors had approved
a stock repurchase program. The repurchase program authorized the repurchase of
up to $15,000 of the Company's common stock from time to time in open market
purchases or through privately negotiated transactions. Through June 30, 2001,
the Company had repurchased 213,400 shares at an average cost of $10.50 per
share with funds generated from operations and existing cash. The Company placed
the repurchased shares in treasury. The Company intends to reissue such shares
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 and other equity-based incentive plans, as well as for other corporate
purposes.
7. FINANCIAL INSTRUMENTS
The Company's $150,000 line of credit agreement requires the Company to
maintain an interest rate swap to manage market risks related to changes in
interest rates. Through March 24, 2000, the Company had an interest rate swap
outstanding with a notional amount of $125,000. This swap agreement established
a fixed interest pay rate of 5.52% on a portion of the Company's variable rate
debt. On March 24, 2000, the interest rate swap agreement was renewed for a
twelve-month period ending March 24, 2001, with a notional amount of $150,000
through June 26, 2000, a notional amount of $125,000 through September 25, 2000
and a notional amount of $100,000 through March 24, 2001. This swap agreement
established a fixed interest pay rate of 6.65% on a portion of the Company's
variable rate debt. On March 24, 2001, the interest rate swap agreement was
renewed for a twenty-four month period ending March 24, 2003, with a notional
amount of $150,000. This swap agreement established a fixed interest pay rate of
4.68% on a portion of the Company's variable rate debt. Under these swap
agreements, if the actual LIBOR-based rate is less than the specified fixed
interest rate, the Company is obligated to pay the differential interest amount,
such amount being recorded as incremental interest expense. Conversely, if the
LIBOR-based rate is greater than the specified fixed interest rate, the
differential interest amount is
12
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
7. FINANCIAL INSTRUMENTS (CONTINUED)
paid to the Company and recorded as a reduction of interest expense. The
weighted average receive rates under these swap agreements for the three and six
months ended June 30, 2001 were 4.48% and 5.17%, respectively, and 6.34% and
6.17% for the three and six months ended June 30, 2000, respectively. In
connection with these agreements, the Company recorded incremental interest
expense of $70 and $235 for the three and six months ended June 30, 2001,
respectively, and incremental interest expense of $134 for the three months
ended June 30, 2000 and a reduction to interest expense of $14 for the six
months ended June 30, 2000.
The Company's participation in derivative transactions has been limited to
hedging purposes. Derivative instruments are not held or issued for trading
purposes. The adoption of Financial Accounting Standards Board Statement
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, on
January 1, 2001, resulted in $402 being recognized as expense related to the
interest rate swap agreement for the three and six months ended June 30, 2001.
The loss is due to a change in fair value of the interest rate swap agreement.
8. COMMITMENTS AND CONTINGENCIES
At June 30, 2001, the Company had guaranteed $21,382 of real estate notes
payable of others. These notes are collateralized by the underlying real estate
and have maturity dates through May 2005. The Company had outstanding letters of
credit totaling $9,751 at June 30, 2001, which expire at varying dates through
October 2003.
In addition, at June 30, 2001, the Company had several completion and budget
guarantees relating to development projects. Management does not expect to incur
any material losses under these guarantees.
The Company and its subsidiaries are defendants in lawsuits that arose in
the normal course of business. In management's judgment, the ultimate liability,
if any, from such legal proceedings will not have a material effect on the
Company's results of operations or financial position.
9. SEGMENT INFORMATION
DESCRIPTION OF SERVICES BY SEGMENT
During the first quarter of 2001, the Company announced an internal
reorganization of its business, effective January 1, 2001, designed to
consolidate all of the property and facilities management, brokerage and
corporate advisory, and construction and project management services delivered
to both corporate and institutional customers under a single leadership
structure referred to as the Global Services Group. The reorganization also
created a national organization, the Development and Investment Group, focused
solely on the Company's development and investment activities, both those
performed on behalf of institutional and corporate customers on a fee basis and
those pursuant to which the Company takes an ownership position. While the
services provided by the Company remained the same, the reorganization changed
the way the Company's business is managed and financial resources are allocated.
Therefore, the Company's reportable segments, Global Services and Development
and Investment, have changed correspondingly for 2001.
13
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. SEGMENT INFORMATION (CONTINUED)
The Company also separately reports its activities in e-commerce
initiatives, including related overhead, in a third segment. The E-Commerce
segment does not include investments in ongoing technology advancements internal
to the Company's other two business segments.
MEASUREMENT OF SEGMENT PROFIT OR LOSS AND SEGMENT ASSETS
The Company evaluates performance and allocates resources among its three
reportable segments based on income before income taxes and EBITDA (as defined
in footnote 3 to the table below). The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies.
FACTORS MANAGEMENT USED TO IDENTIFY THE COMPANY'S REPORTABLE SEGMENTS
The Company's reportable segments are defined by the nature of the service
provided and activities conducted. Because development services require
specialized knowledge, the new organizational structure allows the group of
individuals with specialized knowledge and experience in development activities
to perform these services with greater focus through the Company's Development
and Investment segment. The structure of the Global Services segment allows the
Company to better utilize resources for the provision of similar services in
specific geographic areas. The E-Commerce segment captures distinct e-commerce
business and investments and is separately managed.
Virtually all of the Company's revenues are from customers located in the
United States. No individual customer accounts for more than 10% of the
Company's revenues.
14
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. SEGMENT INFORMATION (CONTINUED)
Summarized financial information for the Company's three reportable segments
follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
2001 2000(1) 2001 2000(1)
-------- -------- -------- --------
GLOBAL SERVICES:
Total revenues...................................... $168,164 $163,063 $323,175 $301,954
Costs and expenses(2)............................... 162,101 146,973 313,549 280,922
-------- -------- -------- --------
Income before income tax expense.................... 6,063 16,090 9,626 21,032
Depreciation and amortization....................... 5,880 5,295 12,081 9,376
Interest expense.................................... 1,262 1,544 2,963 2,555
-------- -------- -------- --------
EBITDA(3)........................................... $ 13,205 $ 22,929 $ 24,670 $ 32,963
======== ======== ======== ========
DEVELOPMENT AND INVESTMENT:
Total revenues...................................... $ 25,315 $ 23,027 $ 44,795 $ 47,380
Costs and expenses(2)............................... 23,752 24,580 45,960 47,706
-------- -------- -------- --------
Income (loss) before income tax expense (benefit)... 1,563 (1,553) (1,165) (326)
Depreciation and amortization....................... 1,113 1,056 1,810 1,641
Interest expense.................................... 2,611 2,699 5,258 5,189
-------- -------- -------- --------
EBITDA(3)........................................... $ 5,287 $ 2,202 $ 5,903 $ 6,504
======== ======== ======== ========
E-COMMERCE:
Total revenues...................................... $ -- $ -- $ -- $ --
Costs and expenses(2)............................... 454 547 1,256 547
-------- -------- -------- --------
Income (loss) before income tax expense (benefit)... (454) (547) (1,256) (547)
Depreciation and amortization....................... -- -- -- --
Interest expense.................................... -- -- -- --
-------- -------- -------- --------
EBITDA(3)........................................... $ (454) $ (547) $ (1,256) $ (547)
======== ======== ======== ========
TOTAL:
Total revenues...................................... $193,479 $186,090 $367,970 $349,334
Costs and expenses(2)............................... 186,307 172,100 360,765 329,175
-------- -------- -------- --------
Income before income tax expense.................... 7,172 13,990 7,205 20,159
Depreciation and amortization....................... 6,993 6,351 13,891 11,017
Interest expense.................................... 3,873 4,243 8,221 7,744
-------- -------- -------- --------
EBITDA(3)........................................... $ 18,038 $ 24,584 $ 29,317 $ 38,920
======== ======== ======== ========
JUNE 30, DECEMBER 31,
2001 2000(1)
--------- -------------
TOTAL ASSETS:
Global Services............................................. $379,617 $404,879
Development and Investment.................................. 319,390 319,391
E-Commerce.................................................. 5,043 2,164
-------- --------
Total consolidated assets................................... $704,050 $726,434
======== ========
15
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
9. SEGMENT INFORMATION (CONTINUED)
(1) The 2000 segment information has been reclassified to reflect the changes in
the Company's reportable segments effective January 1, 2001 and the addition
of the E-Commerce segment in the third quarter of 2000.
(2) Costs and expenses for the three and six months ended June 30, 2001 include
non-cash compensation expense related to the amortization of employment
contracts and unearned stock compensation of $665 and $1,415 related to the
Global Services segment and $108 and $180 related to the Development and
Investment segment, respectively. Costs and expenses for the three and six
months ended June 30, 2000 include non-cash compensation expense related to
the amortization of employment contracts and unearned stock compensation of
$1,160 and $1,969 related to the Global Services segment and $159 and $280
related to the Development and Investment segment, respectively. Through
June 30, 2001, there had been no non-cash compensation expense related to
the E-Commerce segment.
(3) EBITDA represents earnings before interest, income taxes and depreciation
and amortization. Management believes that EBITDA can be a meaningful
measure of the Company's operating performance, cash generation and ability
to service debt. However, EBITDA should not be considered as an alternative
to: (i) net earnings (determined in accordance with GAAP); (ii) operating
cash flow (determined in accordance with GAAP); or (iii) liquidity. There
can be no assurance that the Company's calculation of EBITDA is comparable
to similarly titled items reported by other companies.
10. RESTRUCTURING CHARGES
During the first quarter of 2001 the Company announced an internal
reorganization of its business designed to consolidate all of the property and
facilities management, brokerage and corporate advisory, and construction and
project management services delivered to both corporate and institutional
customers under a single leadership structure. As part of the reorganization, in
April 2001, the Company advised approximately 90 employees across all functions
and levels that their jobs were being eliminated as part of a cost-cutting
effort focusing on inefficiencies and redundancies. The Company incurred
restructuring charges of $947 through June 30, 2001, consisting primarily of
involuntary employee termination benefits including severance and outplacement
benefits. As of June 30, 2001, all of the affected employees had been terminated
and no remaining charges were accrued at June 30, 2001. During the three months
ended June 30, 2001, approximately 30 other employees were terminated in actions
unrelated to the reorganization. The restructuring charge does not include
severance or other costs associated with the termination of these other
employees.
In July 2001, approximately 55 additional employees at 25 different
locations throughout the United States were notified of their job eliminations
effective July 31, 2001. The functions and levels of these eliminations were
similar to the earlier reductions. The Company incurred approximately $663 of
severance and outplacement benefits related to these terminations.
In July 2001, the Company also formalized and communicated its previously
announced internal reorganization designed to centralize and improve the
efficiency of its accounting operations. The plan calls for the consolidation of
client accounting operations into three regional centers in Dallas, Texas,
Memphis, Tennessee, and Seattle, Washington, and the consolidation of the
Company's internal accounting
16
TRAMMELL CROW COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2001
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
10. RESTRUCTURING CHARGES (CONTINUED)
in Dallas, Texas. The accounting restructuring plan contemplates the termination
of approximately 200 accounting personnel at 18 locations throughout the United
States, with termination dates ranging from July 2001 through April 2002, at an
approximate cost of $2,149 in severance, stay pay and outplacement services.
Over the next year, management expects this plan to provide a net reduction in
headcount of approximately 70 employees, as eliminated positions are replaced by
new hires in Dallas, Memphis and Seattle. The plan is anticipated to be complete
in the second quarter of 2002.
11. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is summarized below:
SIX MONTHS ENDED
JUNE 30,
----------------------
2001 2000
-------- --------
Non-cash activities:
Issuance of restricted stock, net of forfeitures......... $ 7 $813
Capital lease obligations................................ 1,516 --
Distribution receivable from sale of investment in
unconsolidated subsidiary.............................. 4,425 --
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Company's
unaudited Consolidated Financial Statements and the notes thereto included in
Item 1 of this Quarterly Report on Form 10-Q.
OVERVIEW
Trammell Crow Company is one of the largest diversified commercial real
estate service firms in North America. Effective January 1, 2001, the Company
reorganized its business to consolidate all of the property and facilities
management, brokerage and corporate advisory, and project and construction
management services delivered to both corporate and institutional customers
under a single leadership infrastructure referred to as the Global Services
Group. The reorganization also created a national organization, referred to as
the Development and Investment Group, through which all of the Company's real
estate development, capital markets and investment activities are conducted. The
Company continues to capture all activities related to e-commerce, including
related overhead, in a third segment. Because the reorganization changed the way
the Company's business is managed and financial resources are allocated, the
Company's reportable segments changed correspondingly in 2001 although the
services provided by the Company remained the same.
Within the Global Services segment, with approximately 7,000 employees, the
Company provides institutional customers (investors and landlords who typically
do not occupy the properties) with services relating to all aspects of building
operations, tenant relations and oversight of building improvement processes. In
addition, corporate customers (typically the primary occupants of commercial
properties) are provided with comprehensive day-to-day occupancy-related
services, including administration, maintenance and repair of facilities, office
services (such as security, reprographics, mail, cafeteria, shipping and
receiving, and reception services) and call center services (including
work-order, dispatch, vendor management, and emergency response) which are
provided 24 hours a day through the Company's centralized call center. The
brokerage services provided to institutional customers include project leasing
(leasing space) and investment sales (buying and selling land or
income-producing properties). The corporate advisory services business includes
services provided to corporate customers, such as tenant representation,
acquisition and disposition brokerage, portfolio management, lease
administration, and lease portfolio audits. The Company's project and
construction management services include space planning, construction, site
consolidations, workspace moves, and management of furniture, signage, and
cabling requirements. The Global Services group is organized into 14 different
geographic and customer-centric "mega markets," many of which are multi-city.
The Company's focus on establishing itself as a dominant brand facilitates the
accumulation of strong resources within the "mega-markets."
Through the Development and Investment segment, encompassing approximately
250 to 300 employees, the Company provides development and investment services,
both those performed on behalf of institutional and corporate customers on a fee
basis, and those pursuant to which the Company takes an ownership position. The
Company provides comprehensive project development and construction services and
acquires and disposes of commercial real estate projects. The development
services provided include financial planning, site acquisition, procurement of
approvals and permits, design and engineering coordination, construction bidding
and management, tenant finish coordination, project closeout and project finance
coordination. The Company will continue to focus its efforts in this area on
risk-mitigated opportunities for institutional customers and fee development and
build-to-suit projects for corporate customers, including those in higher
education and healthcare. With an organization comprised of professionals
dedicated fully to development and investment activities, the Company is better
positioned to pursue and execute new development business, particularly
programmatic business with the Company's large customers, and exploit niche
market opportunities.
The Company's activities related to e-commerce, including related overhead,
are captured in the E-Commerce segment. The E-Commerce segment also includes the
Company's investments in e-commerce
18
related companies. In 2000, the Company entered into an alliance with other
leading real estate service companies to develop e-commerce initiatives that
leverage the collective experience and delivery capabilities of the alliance
members to benefit their customers and the real estate industry generally. The
alliance and its members have made investments in a web-based procurement
platform and a web-based transaction platform, including an Internet listing
site for properties available for sale or lease, that are intended to make real
estate professionals more effective by helping them save time in completing
their job responsibilities.
RESULTS OF OPERATIONS--THREE AND SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO
THREE AND SIX MONTHS ENDED JUNE 30, 2000
REVENUES. The Company's total revenues increased $7.4 million, or 4.0%, to
$193.5 million for the three months ended June 30, 2001 and increased
$18.7 million, or 5.4%, to $368.0 million for the six months ended June 30, 2001
from the comparable periods in the prior year.
GLOBAL SERVICES REVENUE
CORPORATE REVENUES
Facilities management revenue, which represented 22.2% and 23.1% of the
Company's total revenue for the three and six months ended June 30, 2001,
respectively, increased $11.7 million, or 37.4%, to $43.0 million for the three
months ended June 30, 2001 and increased $24.2 million, or 39.9%, to
$84.9 million for the six months ended June 30, 2001 from comparable periods in
the prior year. The revenue growth for the three and six months ended June 30,
2001 primarily resulted from (i) the addition of several new customers,
(ii) the expansion of services provided to existing customers, and (iii) the
operations of Trammell Crow Savills, a joint venture with Savills plc,
headquartered in London, formed in June 2000 to provide real estate outsourcing
services in Europe and Asia. A significant portion of the overall increase in
facilities management revenue consists of reimbursement of salaries, wages and
benefits.
Corporate advisory services revenue, which represented 13.9% and 14.3% of
the Company's total revenue for the three and six months ended June 30, 2001,
respectively, decreased $11.5 million, or 29.9%, to $26.9 million for the three
months ended June 30, 2001 and decreased $11.7 million, or 18.1%, to
$52.8 million for the six months ended June 30, 2001 from the comparable periods
in the prior year. The decrease is due to a reduction in transaction volume as a
result of increasing reluctance on the part of customers and others to make new
real estate commitments due to the downturn in the economy, which has resulted
in decreased demand for commercial space. In addition, the number of brokers
employed during the first and second quarters of 2001 has decreased, as compared
to the first and second quarters of 2000.
Revenues from project management services totaled $13.0 million and $25.6
million and represented 6.7% and 7.0% of the Company's total revenue for the
three and six months ended June 30, 2001, respectively. These revenues increased
$3.2 million, or 32.7%, for the three months ended June 30, 2001 and increased
$6.1 million, or 31.3%, for the six months ended June 30, 2001 from comparable
periods in the prior year. The revenue growth for the three and six months ended
June 30, 2001 was primarily due to the (i) the addition of several new
customers, (ii) the operations of Trammell Crow Savills, and (iii) the expansion
of services provided to existing customers.
INSTITUTIONAL REVENUES
Property management revenue, which represented 23.8% and 24.2% of the
Company's total revenue for the three and six months ended June 30, 2001,
respectively, increased $6.5 million, or 16.4%, to $46.1 million for the three
months ended June 30, 2001 and increased $9.6 million, or 12.1%, to
$89.1 million for the six months ended June 30, 2001 from the comparable periods
in the prior year. The
19
increase for the three and six months ended June 30, 2001 was primarily due to
an overall increase of 5% from June 30, 2000 to June 30, 2001 in the total
number of square feet under management and in the percentage of managed space
represented by office product, which generates higher property management
revenues per square foot than other product types.
Brokerage revenue, which represented 18.0% and 16.8% of the Company's total
revenue for the three and six months ended June 30, 2001, respectively,
decreased $3.9 million, or 10.1%, to $34.8 million for the three months ended
June 30, 2001 and decreased $6.0 million, or 8.9%, to $61.7 million for the six
months ended June 30, 2001 from the comparable periods in the prior year. The
decrease is due to a reduction in transaction volume as a result of increasing
reluctance on the part of customers and others to make new real estate
commitments due to the downturn in the economy, which has resulted in decreased
demand for commercial space. In addition, the number of brokers employed during
the first and second quarters of 2001 has decreased, as compared to the first
and second quarters of 2000.
Construction management revenues totaled $3.5 million and $8.0 million and
represented 1.8% and 2.2% of the Company's total revenue for the three and six
months ended June 30, 2001, respectively. These revenues decreased $1.7 million,
or 32.7%, for the three months ended June 30, 2001 and decreased $1.6 million,
or 16.7%, for the six months ended June 30, 2001 from comparable periods in the
prior year. Construction management revenues are generated from services
including space planning, construction, site consolidations, workspace moves and
management of furniture, signage and cabling requirements that are directly
related to the customer's real estate demands. The decrease for the three and
six months ended June 30, 2001 is a result of a reduction in transaction volume
due to an increasing reluctance on the part of customers and others to make new
real estate commitments due to the downturn in the economy.
DEVELOPMENT AND INVESTMENT REVENUE
Revenues from development and construction fees totaled $18.3 million and
$34.7 million and represented 9.5% and 9.4% of the Company's total revenue for
the three and six months ended June 30, 2001, respectively. These revenues
decreased $0.2 million, or 1.1%, for the three months ended June 30, 2001 and
decreased $1.0 million, or 2.8%, for the six months ended June 30, 2001 from
comparable periods in the prior year. The decrease for the three and six months
ended June 30, 2001 is primarily due to a decrease of $2.1 million and
$6.5 million, respectively, in development fees and incentive development fees
as a result of a reduction in transaction volume due to an increasing reluctance
on the part of customers and others to make new real estate commitments due to
the downturn in the economy. This decrease was partially offset by an increase
of $0.7 million and $3.2 million for the three and six months ended June 30,
2001, respectively, of rental revenue from real estate properties held for sale
as the Company made more opportunistic acquisitions of operational projects in
late 2000 and the first half of 2001 than in previous years. Also partially
offsetting the development fee decrease was an increase in revenues generated
from services including construction bidding and management, tenant finish
coordination, project closeout and general contracting of $1.7 million and
$2.8 million for the three and six months ended June 30, 2001, respectively.
Income from investments in unconsolidated subsidiaries, which represented
2.3% and 1.3% of the Company's total revenue for the three and six months ended
June 30, 2001, respectively, increased $3.2 million, or 266.7%, to $4.4 million
for the three months ended June 30, 2001 and increased $2.1 million, or 80.8%,
to $4.7 million for the six months ended June 30, 2001 from the comparable
periods in the prior year. The revenue growth for the three and six months ended
June 30, 2001 is primarily the result of a large transaction that closed in
June 2001, resulting in revenue to the Company of $3.8 million. There were no
comparable transactions in the second quarter of 2000, although there were three
transactions in the first quarter of 2000 with aggregate revenues of
$1.5 million.
Gain on disposition of real estate totaled $2.3 million and $4.6 million and
represented 1.2% and 1.3% of the Company's total revenue for the three and six
months ended June 30, 2001, respectively. These
20
gains decreased $0.6 million, or 20.7%, for the three months ended June 30, 2001
and decreased $3.9 million, or 45.9%, for the six months ended June 30, 2001
from comparable periods in the prior year. For the three months ended June 30,
2001, the Company sold 8 real estate projects for an aggregate net sales price
of $21.5 million, resulting in an aggregate gain on disposition of $2.3 million.
For the three months ended June 30, 2000, the Company sold 4 real estate
projects for an aggregate net sale price of $13.5 million, resulting in an
aggregate gain on disposition of $2.9 million. For the six months ended
June 30, 2001, the Company sold 16 real estate projects for an aggregate net
sales price of $40.9 million, resulting in an aggregate gain on disposition of
$3.8 million, and recognized deferred gain of $0.7 million relating to
dispositions in previous periods. For the six months ended June 30, 2000, the
Company sold ten real estate projects for an aggregate net sales price of $46.3
million, resulting in an aggregate gain on disposition of $8.5 million.
The Company's corporate development activity has remained stable with an
increase in development and construction activity related to higher education,
offset by declines in corporate build-to-suits. Some of the Company's
development resources focus on providing development services to institutional
clients that invest in speculative commercial real estate projects. Since the
latter part of 1999, the Company has become more cautious in developing
speculative real estate. The caution reflects the fact that demand for new
product in many of the markets in which the Company operates has declined with
the overall downturn in the economy.
COSTS AND EXPENSES. The Company's costs and expenses increased $14.2
million, or 8.3%, to $186.3 million for the three months ended June 30, 2001 and
increased $31.6 million, or 9.6%, to $360.8 million for the six months ended
June 30, 2001 from the comparable periods in the prior year.
The increase in costs and expenses was largely due to a $16.5 million, or
16.5%, and $33.0 million, or 16.4%, increase in salaries, wages and benefits for
the three and six months ended June 30, 2001, respectively, from the comparable
periods in the prior year. The increase for the three and six months ended
June 30, 2001 is primarily due to increases in staffing to support internal
growth in the Company's business, including new assignments for the Company's
outsourcing business, rising pressure on labor costs, and the operations of
Trammell Crow Savills. For the three and six months ended June 30, 2001,
$13.4 million and $27.9 million, respectively, of this increase related to
salaries, wages and benefits that were reimbursed by customers. This was offset
by a decrease in bonus expense due to the Company's institution of a new bonus
plan effective as of the beginning of 2001. Under the new bonus plan, a
substantial majority of employee bonuses will be paid from a pool, the size of
which will be determined by the Company's pre-bonus income before income taxes.
Consistent with the new plan, the portion of the subject bonuses accrued each
quarter is based on the percentage of targeted pre-bonus income before income
taxes achieved in that quarter. In 2000 and prior years, there was no such
company-wide bonus plan overlay; as a result, in prior years estimated employee
annual incentive bonuses were generally accrued evenly throughout the year. The
new bonus plan benefited income before income taxes by approximately
$6.0 million and $14.2 million for the three and six months ended June 30, 2001,
respectively.
Commissions decreased $4.7 million, or 15.2%, to $26.2 million, for the
three months ended June 30, 2001 and decreased $5.8 million, or 11.1%, to
$46.5 million for the six months ended June 30, 2001 from the comparable periods
in the prior year. The decrease in commission expense for the three and six
months ended June 30, 2001 corresponds to the decrease in the Company's
corporate advisory services and brokerage revenue, which was driven by a
reduction in transaction volume as a result of increasing reluctance on the part
of customers and others to make new real estate commitments due to the downturn
in the economy, which has resulted in decreased demand for commercial space. In
addition, the commission expense decrease was driven by a decrease in the number
of brokers employed during the first and second quarters of 2001, as compared to
the first and second quarters of 2000.
21
General and administrative expenses increased $3.1 million, or 11.0%, to
$31.4 million for the three months ended June 30, 2001 and increased $3.4
million, or 6.3%, to $57.2 million for the six months ended June 30, 2001 from
comparable periods in the prior year. The increase for the three and six months
ended June 30, 2001 is primarily due to a company-wide increase in
administrative costs resulting from the overall increase in number of employees
(approximately 6,900 at June 30, 2000 and approximately 7,400 at June 30, 2001).
In addition, development-related pursuit costs expensed increased $1.4 million
and $1.2 million for the three and six months ended June 30, 2001, respectively,
from the comparable periods in the prior year.
Other expenses (consisting of depreciation, amortization and interest)
increased $0.3 million, or 2.8%, to $10.9 million, for the three months ended
June 30, 2001 and increased $3.3 million, or 17.6%, to $22.1 million for the six
months ended June 30, 2001 from comparable periods in the prior year.
Depreciation and amortization increased $0.6 million and $2.9 million for the
three and six months ended June 30, 2001, respectively. Interest expense
decreased $0.3 million and increased $0.5 million for the three and six months
ended June 30, 2001, respectively. The increase in depreciation and amortization
for the three and six months ended June 30, 2001 is primarily related to
depreciation expense on information systems-related assets accounted for as
capital leases and amortization of transition costs incurred in connection with
certain outsourcing contracts. The decrease in interest expense for the three
months ended June 30, 2001 is a result of a lower average outstanding balance
related to the Company's revolving line of credit as well as a decrease in
capital lease payments (related to information systems-related assets) from
second quarter 2000 to second quarter 2001. The increase in interest expense for
the six months ended June 30, 2001 is attributable to an increase in the number
of real estate properties held for sale that have become operational (under
GAAP, once a property is operational, interest is expensed rather than
capitalized as it is during the construction period). In addition, increased
interest expense related to the Company's revolving line of credit resulting
from higher average outstanding balances in the first quarter 2001, and an
increase in capital lease payments from the first quarter 2000 to the first
quarter 2001.
Minority interest decreased $1.9 million, or 95.0%, to $0.1 million for the
three months ended June 30, 2001 and decreased $3.4 million, or 106.3%, to
($0.2) million for the six months ended June 30, 2001 from comparable periods in
the prior year. The decrease for the three months ended June 30, 2001 is
primarily a result of two larger transactions in 2000 with an aggregate expense
of $1.7 million, with no comparable expense in 2001. The decrease for the six
months ended June 30, 2001 is primarily a result of two larger transactions in
2000 with an aggregate expense of $2.3 million compared to a large transaction
in 2001 with income of $1.0 million.
During the first quarter of 2001 the Company announced an internal
reorganization of its business designed to consolidate all of the property and
facilities management, brokerage and corporate advisory, and construction and
project management services delivered to both corporate and institutional
customers under a single leadership structure. As part of the reorganization, in
April 2001, the Company advised approximately 90 employees across all functions
and levels that their jobs were being eliminated as part of a cost-cutting
effort focusing on inefficiencies and redundancies. The Company incurred
restructuring charges of $.9 million through June 30, 2001, consisting primarily
of involuntary employee termination benefits including severance and
outplacement benefits. As of June 30, 2001, all of the affected employees had
been terminated and no remaining charges were accrued at June 30, 2001. During
the three months ended June 30, 2001, approximately 30 other employees were
terminated in actions unrelated to the reorganization. The restructuring charge
does not include severance or other costs associated with the termination of
these other employees.
In July 2001, approximately 55 additional employees at 25 different
locations throughout the United States were notified of their job eliminations
effective July 31, 2001. The functions and levels of these eliminations were
similar to the earlier reductions. The Company incurred approximately
$.7 million of severance and outplacement benefits related to these
terminations.
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In July 2001, the Company also formalized and communicated its previously
announced internal reorganization designed to centralize and improve the
efficiency of its accounting operations. The plan calls for the consolidation of
client accounting operations into three regional centers in Dallas, Texas,
Memphis, Tennessee, and Seattle, Washington, and the consolidation of the
Company's internal accounting in Dallas, Texas. The accounting restructuring
plan contemplates the termination of approximately 200 accounting personnel at
18 locations throughout the United States, with termination dates ranging from
July 2001 through April 2002, at an approximate cost of $2.1 million in
severance, stay pay and outplacement services. Over the next year, management
expects this plan to provide a net reduction in headcount of approximately 70
employees, as eliminated positions are replaced by new hires in Dallas, Memphis
and Seattle. The plan is anticipated to be complete in the second quarter of
2002.
INCOME BEFORE INCOME TAXES. The Company's income before income taxes
decreased $6.8 million, or 48.6%, to $7.2 million for the three months ended
June 30, 2001 and decreased $13.0 million, or 64.4%, to $7.2 million for the six
months ended June 30, 2001 from the comparable prior year periods due to the
fluctuations in revenues and expenses above. The Company believes that the
current quarter results are not indicative of full year results due to changes
in revenue composition and fluctuations in timing and volume of activity from
quarter to quarter.
NET INCOME. Net income decreased $4.1 million, or 48.8%, to $4.3 million
for the three months ended June 30, 2001 as compared to the same period in the
prior year, and decreased $7.8 million, or 64.5%, to $4.3 million for the sixth
months ended June 30, 2001 for the same period in the prior year, due to the
fluctuations in revenues and expenses described above.
QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY
The results of operations for any quarter are not necessarily indicative of
results for any future period. The Company's revenues and net income during the
fourth fiscal quarter historically have been greater than in each of the first
three fiscal quarters, primarily because its clients have demonstrated a
tendency to close transactions toward the end of the fiscal year. The timing and
introduction of new contracts, the disposition of investments in real estate
assets, the recognition of incentive fees towards the latter part of the fiscal
year as contractual targets are met and other factors may also cause quarterly
fluctuations in the Company's results of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources requirements include the
funding of working capital needs, primarily accounts receivable from its
clients; the funding of capital investments, including the acquisition of or
investments in other real estate service companies; capital payments to obtain
service contracts; the repurchase of its shares; expenditures for real estate
held for sale and payments on notes payable associated with its development and
investment activities; and expenditures related to upgrading the Company's
management information systems. The Company finances its operations with
internally generated funds and borrowings under the Credit Facility (described
below) and had an unused borrowing capacity under its line of credit of $68.9
million at June 30, 2001. The portion of the Company's development and
investment business that includes the acquisition and development of real estate
is financed with loans secured by underlying real estate, external equity,
internal sources of funds, or a combination thereof.
Net cash used in operating activities totaled $0.2 million for the six
months ended June 30, 2001, compared to $2.6 million for the same period in
2000. This change is primarily due to lower net income for the six months ended
June 30, 2001 as compared to the same period in the prior year. In addition, the
change is due to $8.9 million of cash used, net of related borrowings, in the
first six months of 2001 to acquire real estate held for sale compared to $2.1
million used in the same period of 2000. This decrease is
23
partially offset by less cash expended in 2001 for upfront payments on service
contracts and escrow deposits and other pursuit costs for real estate
development than in the comparable period of 2000.
Net cash used in investing activities totaled $18.4 million for the six
months ended June 30, 2001, compared to net cash used by investing activities of
$28.7 million for the same period in 2000. This change is primarily due to a
decrease in cash used for investments in unconsolidated subsidiaries, net of
distributions, of $10.5 million in 2001 compared to $16.7 million in 2000. Also,
there was a decrease of cash used for furniture and equipment expenditures of
$6.9 million in 2001 compared to $8.7 million in 2000. Cash used for
acquisitions of real estate service companies decreased from $3.3 million in
2000 to $1.1 million in 2001.
Net cash used in financing activities totaled $17.1 million for the six
months ended June 30, 2001, compared to net cash provided by financing
activities of $13.4 million for the same period in 2000. This change is
attributable to payments, net of borrowings, in 2001 of $11.5 million, primarily
under the Credit Facility (described below), compared to borrowings, net of
payments, of $16.8 million in 2000. In addition, the Company made distributions
to minority interest holders, net of contributions, of $6.1 million in 2001,
compared to distributions to minority interest holders, net of contributions, of
$4.5 million in 2000. In addition, the Company repurchased common stock in 2001
for $2.2 million compared to $0.6 million in 2000. The Company also received
$2.8 million in 2001 compared to $1.6 million in 2000, from the exercise of
stock options and issuance of common stock.
In December 2000, the Company obtained a $150.0 million revolving line of
credit (the "Credit Facility") arranged by Bank of America, N.A., as the
administrative agent (the "Administrative Agent"), which replaced the Company's
prior revolving line of credit. Under the terms of the Credit Facility, the
Company can obtain loans, which are Base Rate Loans, or Eurodollar Rate Loans.
Base Rate Loans bear interest at a base rate plus a margin, which ranges from 0%
to 0.50% depending on the Company's leverage ratio. The base rate is the higher
of the prime-lending rate announced from time-to-time by the Administrative
Agent or an average federal funds rate plus 0.5%. Eurodollar Rate Loans bear
interest at the Eurocurrency rate plus a margin, which ranges from 1.625% to
2.25%, depending upon the Company's leverage ratio. The Credit Facility contains
various covenants such as the maintenance of minimum equity, liquidity,
revenues, interest coverage ratios and fixed charge ratios. The Credit Facility
also includes limitations on payment of cash dividends or other distributions of
assets, restrictions on recourse indebtedness, restrictions on liens and certain
restrictions on 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 $150.0 million commitment. The Credit Facility is guaranteed by certain
significant subsidiaries of the Company and is secured by a pledge of a stock of
such significant subsidiaries and a pledge of certain intercompany indebtedness.
At June 30, 2001, the Company had outstanding borrowings of $64.0 million under
the Credit Facility. The Credit Facility requires the Company to enter into one
or more interest rate swap agreements for the Company's indebtedness in excess
of $50.0 million ensuring the net interest is fixed, capped or hedged. In March
2000, the Company renewed an existing interest rate swap agreement for a
twelve-month period ending March 24, 2001 with a fixed interest pay rate of
6.65% and a notional amount of $150.0 million through June 26, 2000, a notional
amount of $125.0 million through September 25, 2000 and a notional amount of
$100.0 million through March 24, 2001. On March 24, 2001, the interest rate swap
agreement was renewed for a twenty-four month period ending March 24, 2003 with
a fixed interest pay rate of 4.68% and a notional amount of $150.0 million. The
weighted average receive rate for the swap agreement was 5.17% for the six
months ended June 30, 2001. The Company's participation in derivative
transactions has been limited to hedging purposes, and derivative instruments
are not held for trading purposes. The Company expects to continue to borrow
under the Credit Facility to finance future strategic acquisitions, fund its co-
investment activities and provide the Company with an additional source of
working capital.
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In August 1997, Trammell Crow BTS, Inc., a wholly-owned subsidiary of the
Company ("TC BTS"), obtained a $20.0 million credit facility (the "Retail BTS
Facility") from KeyBank National Association ("KeyBank"). In September 1999, the
Retail BTS Facility was modified to increase the credit facility to $30.0
million. Under the modified terms of the Retail BTS Facility, until July 31,
2001, subsidiaries of TC BTS could obtain loans at one of a LIBOR-based interest
rate, KeyBank's prime rate or a combination of the two interest rates. No new
loans can be obtained under the Retail BTS Facility. The proceeds of any such
loans must be used for the construction of retail facilities. On June 30, 2001,
the outstanding balance owed under the Retail BTS Facility was $3.2 million. The
Retail BTS facility is secured by a first mortgage on and assignment of all
rents from the constructed facilities. In addition, TC BTS must guarantee all
obligations of its subsidiaries for loans made pursuant to the Retail BTS
Facility. The Company must also guarantee the repayment obligations under the
Retail BTS Facility with respect to such loans and must guarantee the timely
lien-free completion of each retail facility to which such loans relate. As
guarantor, the Company is subject to various covenants such as maintenance of
net worth and liquidity and key financial data. The Retail BTS Facility also
contains various covenants, such as the maintenance of a minimum net worth and
liquidity of TC BTS and prohibition on other TC BTS guarantees of build-to-suit
retail projects.
In December 1998, TCC NNN Trading, Inc. ("TCC Triple Net") obtained a
two-year $20.0 million revolving line of credit ("Triple Net Facility") from
KeyBank. Under the terms of the Triple Net Facility, TCC Triple Net could obtain
loans at a LIBOR-based interest rate or prime rate, the proceeds of which must
have been used for the acquisition of retail properties subject to "triple net"
leases. The Triple Net Facility expired in December 2000; therefore, no new
loans can be made under the Triple Net Facility. On June 30, 2001, the
outstanding balance under the Triple Net Facility was $3.3 million, and the
loans mature in September 2001. The Triple Net Facility is nonrecourse to TCC
Triple Net and is secured by a first mortgage and assignment of all rents from
the acquired properties. The Company guaranteed from 10% to 40% of each such
loan depending on the credit rating of the tenant occupying the acquired
property. The Company's guarantee percentage will be reduced to 10% for any loan
upon the receipt of a qualifying purchase agreement relating to the property
underlying such loan. The maximum amount of any advance related to a single
property was either (i) 90% of the property's acquisition costs and certain
related costs (if the property's tenant has a debt rating of BBB or higher), or
(ii) 80% of the property's acquisition costs and certain related costs (if the
property's tenant has a debt rating of BB+ or lower). The Triple Net Facility
also contains various covenants, such as the maintenance of minimum equity and
liquidity of the Company and covenants relating to certain key financial data of
the Company.
The Company does not anticipate paying any dividends in the foreseeable
future. The Company believes that funds generated from operations, together with
existing cash and available credit under the Credit Facility and loans secured
by underlying real estate will be sufficient to finance its current operations,
planned capital expenditure requirements, payment obligations for development
purchases, acquisitions of service companies, the repurchase of its shares and
internal growth for the foreseeable future. The Company's need, if any, to raise
additional funds to meet its working capital and capital requirements will
depend upon numerous factors, including the success and pace of its
implementation of its growth strategy. The Company regularly considers capital
raising alternatives to be able to take advantage of available avenues to
supplement its working capital, including strategic corporate partnerships or
other alliances, bank borrowings and the sale of equity and/or debt securities.
In May 2001, the Company announced that its Board of Directors had approved
a stock repurchase program. The repurchase program authorized the repurchase of
up to $15.0 million of the Company's common stock from time to time in open
market purchases or through privately negotiated transactions. Through June 30,
2001, the Company had repurchased 213,400 shares at an average cost of $10.50
per share with funds generated from operations and existing cash. The Company
has not repurchased any additional shares since June 30, 2001. The Company
placed the repurchased shares in treasury and has reissued shares (and expects
to reissue additional shares) in connection with the Company's employee
25
stock purchase plan and option exercises or restricted stock grants under the
Company's Long-Term Incentive Plan, as well as for other corporate purposes.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this Quarterly
Report on Form 10-Q, including without limitation statements containing the
words "believes," "anticipates," "expects," "projects" and words of similar
import, are forward-looking statements within the meaning of the federal
securities laws. Such forward-looking statements involve known and unknown
risks, uncertainties and other matters which may cause the actual results,
performance or achievements of the Company or industry results to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such risks, uncertainties and other
matters include, but are not limited to (i) the timing of individual
transactions, (ii) the ability of the Company to identify and implement cost
containment measures (including those undertaken in connection with the
previously announced internal reorganization) and achieve economies of scale,
(iii) the ability of the Company to implement and manage effectively its
e-commerce initiatives, (iv) the ability of the Company to compete effectively
in the international arena, (v) the ability of the Company to attract new
corporate and institutional customers; (vi) the ability of the Company to manage
fluctuations in net earnings and cash flow which could result from the Company's
participation as a principal in real estate investments, (vii) the Company's
ability to continue to pursue its growth strategy, (viii) the Company's ability
to compete in highly competitive national and local business lines and (ix) the
Company's ability to attract and retain qualified personnel in all areas of its
business (particularly management). In addition, the Company's ability to
achieve certain anticipated results will be subject to other factors affecting
the Company's business that are beyond the Company's control, including but not
limited to general economic conditions (including the cost and availability of
capital for investment in real estate and customers' willingness to make real
estate commitments) and the effect of government regulation on the conduct of
the Company's business. Given these uncertainties, readers are cautioned not to
place undue reliance on such forward-looking statements. The Company disclaims
any obligation to update any such statements or publicly announce any updates or
revisions to any of the forward-looking statements contained herein to reflect
any change in the Company's expectation with regard thereto or any change in
events, conditions, circumstances or assumptions underlying such statements.
Reference is hereby made to the disclosures contained under the heading "Risk
Factors" in "Item 1. Business" of the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 29, 2001.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is to changes in interest rates.
The Company is exposed to market risk related to its Credit Facility and loans
secured by real estate properties as discussed in "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and Capital
Resources." The Credit Facility and the majority of the loans secured by real
estate bear interest at variable rates and are subject to fluctuations in the
market. However, due to its purchase of an interest rate swap agreement, which
the Company uses to hedge a portion, but not all, of its exposure to
fluctuations in interest rate, the effects of interest rate changes are limited.
The Company's earnings are also somewhat affected by fluctuations in the value
of the U.S. dollar as compared to foreign currencies as a result of its
operations in Europe, Asia, Australia and Latin America. There have been no
significant changes in the interest rate or foreign currency market risks since
December 31, 2000.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation incidental to its
business. In the Company's opinion, no litigation to which the Company is
currently a party, if decided adversely to the Company, is
26
likely to have a material adverse effect on the Company's results of operations,
cash flows or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders held on May 25, 2001, the following
proposals were submitted to stockholders with the following results:
1. Election of the individuals named below to serve as Class I Directors of
the Company until its Annual Meeting of Stockholders in 2004 or until
their respective successors are elected and qualified or until their
earlier death, resignation or removal from office.
NUMBER OF SHARES
---------------------
FOR WITHHELD
---------- --------
Robert E. Sulentic............................. 29,853,941 631,024
Curtis Feeny................................... 29,944,265 540,700
Rowland T. Moriarty............................ 29,735,792 749,173
The following individuals are Class II Directors of the Company, whose
terms expire at the Company's Annual Meeting of Stockholders in 2002:
James R. Erwin and Jeffrey M. Heller. The following individuals are Class
III Directors of the Company, whose terms expire at the Company's Annual
Meeting of Stockholders in 2003: J. McDonald Williams, H. Pryor
Blackwell, William F. Concannon and Henry J. Faison.
2. Approval of an amendment to the Company's Employee Stock Purchase Plan
that (a) increased by 1,000,000 the number of shares of Common Stock that
may be issued under the Employee Stock Purchase Plan and (b) instituted a
six-month holding period during which Common Stock purchased pursuant to
the Employee Stock Purchase Plan may not be disposed of in any manner,
including by means of assignment or hypothecation.
NUMBER OF SHARES
----------------
For................................................. 29,908,251
Against............................................. 568,273
Abstain............................................. 8,441
3. Ratification of the selection of Ernst & Young LLP as independent
accountants for the Company for the fiscal year ended December 31, 2001.
NUMBER OF SHARES
----------------
For................................................. 30,359,135
Against............................................. 120,909
Abstain............................................. 4,921
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.3 Form of Indemnification Agreement, with schedule of
signatories
10.7.3 Third Amendment to the Company's Employee Stock Purchase
Plan (previously filed as an exhibit to the Company's Form
S-8 (File Number 333-62884) filed with the Securities and
Exchange Commission on June 13, 2001 and incorporated herein
by reference)
(b) Reports on Form 8-K filed since March 31, 2001:
On April 13, 2001 the Company filed a Current Report on Form 8-K
reporting other events pursuant to Item 5 of Form 8-K. Unaudited
reclassified Consolidated Statements of Income and Segment Information
for the years ended December 31, 2000 and 1999 were filed as exhibits to
the Form 8-K.
27
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRAMMELL CROW COMPANY
By: /s/ DEREK R. MCCLAIN
-----------------------------------------
Derek R. McClain
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER AND DULY
AUTHORIZED TO SIGN THIS REPORT ON BEHALF
OF THE REGISTRANT)
Date: August 14, 2001
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