<PAGE> 1
FORM-10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITY EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1996
------------------------------------
Commission File Number 0-18261
TOWER PROPERTIES COMPANY
------------------------
(Exact name of registrant as specified in its charter)
Missouri (43-1529759)
------------------------ ----------------
(State of incorporation) (IRS tax number)
Suite 100, 911 Main Street, Kansas City, Missouri 64105
- -------------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
(816)-421-8255
----------------------------------------------------
(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 1 (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 the filing requirements for the past 90 days.
Yes X . No .
- ------------------------------ ------------------------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, at the close of the period covered by this report.
170,989 shares of common stock
------------------------------
$1.00 par value per share, at October 15, 1996
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY - CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
<CAPTION>
(UNAUDITED)
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
Cash $ 33,266 $ 5,577
Short Term Investment 60,000 60,000
Related Party Investment, At Market 2,405,676 2,359,413
Accounts Receivable 866,624 988,565
Notes Receivable 92,043 69,678
Tenant Leasehold Improvements, Net 4,273,705 4,555,924
Construction in Progress 1,626,628 3,016,024
Prepaid Expenses and Other Assets 466,649 346,478
Rental Income Property, At Cost 66,675,448 62,521,254
Less: Accumulated Depreciation (22,500,771) (21,492,176)
----------- -----------
Net Rental Income Property 44,174,677 41,029,078
Real Estate Held for Sale 837,140 1,147,859
Equipment and Furniture, at Cost 6,928,735 6,572,718
Less: Accumulated Depreciation (4,126,628) (3,647,253)
----------- -----------
Net Equipment and Furniture 2,802,107 2,925,465
----------- -----------
Total Assets $57,638,515 $56,504,061
=========== ===========
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
Liabilities:
Accounts Payable and Other Liabilities $ 1,783,196 $ 919,297
Related Party Loan 5,361,859 13,856,859
Income Taxes Payable - 436,086
Deferred Income Taxes 1,246,979 1,230,788
Mortgage Notes Payable 27,098,866 19,300,872
----------- -----------
Total Liabilities 35,490,900 35,743,902
Minority Interest 133,835 124,900
Preferred Stock, No Par Value
Authorized 60,000 Shares, None Issued - -
Stockholders' Investment:
Common Stock, Par Value $1.00
Authorized 1,000,000 Shares, Issued
178,430 Shares, Unchanged 178,430 178,430
Paid-In Capital 17,355,872 17,355,872
Retained Earnings 3,964,300 2,613,712
Unrealized Holding Gain for Securities 1,002,390 972,319
----------- -----------
22,500,992 21,120,333
Less Treasury Stock, At Cost (7,441 and
7,416 shares in 1996 and 1995, respectively) (487,212) (485,074)
----------- -----------
Total Stockholders' Investment 22,013,780 20,635,259
----------- -----------
Total Liabilities and Stockholders' Investment $57,638,515 $56,504,061
=========== ===========
The accompanying notes are an integral part of these consolidated balance sheets.
</TABLE>
<PAGE> 3
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
REVENUES:
Rent $10,622,879 $8,781,773
Rent, Related Party 518,117 425,865
Management and Service Fees 30,166 121,071
Management and Services Fees, Related Party 268,865 240,820
Real Estate Sales 580,000 -
Interest and Other Income 92,450 59,125
Other Income, Related Party 85,278 80,245
----------- ----------
Total Revenues 12,197,755 9,708,899
----------- ----------
COSTS & EXPENSES:
Costs of Real Estate Sold 351,199 -
Salaries and Employee Benefits 1,240,187 1,171,910
Depreciation 1,489,161 1,171,683
Maintenance and Repairs 1,826,200 1,580,880
Taxes Other than Income 880,891 821,991
Utilities 916,577 618,627
Interest 1,493,963 1,129,340
Interest, Related Party 415,724 225,783
Amortization of Leasehold Improvements 926,363 637,526
Leasing and Advertising 65,035 67,816
Professional Fees 87,842 73,644
Insurance 138,864 167,451
Other 273,947 215,582
----------- ----------
Total Costs and Expenses 10,105,953 7,882,233
Income Before Minority Interest and
Provision for Income Taxes 2,091,802 1,826,666
Minority Interest In Income of Subsidiary (8,935) (22,278)
----------- ----------
Income Before Provision for Income Taxes 2,082,867 1,804,388
PROVISION FOR INCOME TAXES:
Currently Payable 732,279 639,360
----------- ----------
NET INCOME $ 1,350,588 $1,165,028
=========== ==========
Earnings Per Share $ 7.87 $ 6.82
=========== ==========
Weighted Average Common Shares Outstanding 171,632 170,863
=========== ==========
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<PAGE> 4
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Retained Earnings, Beginning
of Period $ 2,613,712 $ 1,103,532
Net Income 1,350,588 1,165,028
----------- -----------
Retained Earnings, End of Period $ 3,964,300 $ 2,268,560
=========== ===========
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<PAGE> 5
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
REVENUES:
Rent $ 3,796,115 $ 3,011,174
Rent, Related Party 178,965 140,584
Management and Service Fees (2,153) 47,576
Management and Services Fees, Related Party 93,433 79,365
Interest and Other Income 52,205 18,644
Other Income, Related Party 18,604 18,642
----------- -----------
Total Revenues 4,137,169 3,315,985
----------- -----------
COSTS & EXPENSES:
Salaries and Employee Benefits 414,941 390,070
Depreciation 501,735 402,805
Maintenance and Repairs 722,422 498,098
Taxes Other than Income 302,421 273,997
Utilities 394,169 273,835
Interest 546,821 399,689
Interest, Related Party 93,288 88,015
Amortization of Leasehold Improvements 310,463 246,627
Leasing and Advertising 17,765 22,000
Professional Fees 31,981 26,678
Insurance 52,822 54,289
Other 89,399 66,007
----------- -----------
Total Costs and Expenses 3,478,227 2,742,110
Income Before Minority Interest and
Provision for Income Taxes 658,942 573,875
Minority Interest In Income of Subsidiary (5,672) (5,305)
----------- -----------
Income Before Provision for Income Taxes 653,270 568,570
PROVISION FOR INCOME TAXES:
Currently Payable 230,715 200,827
----------- -----------
NET INCOME $ 422,555 $ 367,743
=========== ===========
Earnings Per Share $ 2.47 $ 2.15
=========== ===========
Weighted Average Common Shares Outstanding 170,995 170,879
=========== ===========
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<PAGE> 6
<TABLE>
TOWER PROPERTIES COMPANY - CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,350,588 $ 1,165,028
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 1,489,161 1,171,683
Amortization of Leasehold Improvements 926,363 637,526
Decrease (Increase) in Accounts Receivables 121,941 (27,589)
(Increase) Decrease in Notes Receivables (22,365) 96,878
Increase in Accounts Payable and
Other Liabilities 863,899 314,644
Increase in Prepaid Expenses and
Other Assets (120,171) (1,624,282)
(Decrease) Increase in Income Taxes Payable (436,086) 215,078
Gain on Real Estate Sales (228,801) --
----------- -----------
Net Cash Provided by Operating Activities 3,944,529 1,948,966
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Increase in Construction of Hillsborough Phase II Apartments (4,080,000) --
Acquisition of Warehouse -- (2,600,000)
Decrease in Construction in Progress 1,389,396 --
Additions to Rental Property (74,194) (5,210)
Sale of Real Estate, Net 542,302 --
Additions to Real Estate Held for Sale, Net (2,782) (8,732)
Additions to Equipment & Furniture, Net (357,209) (337,656)
Additions to Leasehold Improvements (644,144) (1,054,401)
----------- -----------
Net Cash Used in Investing Activities (3,226,631) (4,005,999)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (502,006) (346,101)
Proceeds from Long Term Borrowings 8,300,000 --
(Decrease) Increase in Short Term Borrowings (8,495,000) 2,508,429
Purchase of Treasury Stock, Net (12,113) (15,470)
Treasury Stock Issued to Directors 9,975 9,945
Increase (Decrease) in Minority Interest 8,935 (93,784)
----------- -----------
Net Cash Used In Financing Activities (690,209) 2,063,019
----------- -----------
NET INCREASE IN CASH 27,689 5,986
CASH, Beginning of Period 5,577 23,225
----------- -----------
CASH, End of Period $ 33,266 $ 29,211
=========== ===========
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> 7
TOWER PROPERTIES COMPANY AND SUBSIDIARIES
FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The consolidated financial statements included herein have been
prepared by the Company and reflect all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the consolidated financial statements and the notes
thereto included in the company's latest annual report on Form 10-K as of
and for the year ended December 31, 1995.
The Company is primarily engaged in owning, developing, leasing and
managing real property located in Johnson County, Kansas and Clay and
Jackson County, Missouri. Substantially all of the improved real estate
owned by the Company and its subsidiaries consist of office buildings,
apartment complexes, a warehouse/office facility and automobile parking lots
and garages.
2. Tenant leasehold improvements are being amortized over the lives of
the related leases using the straight-line method.
3. Interest paid during the first nine months of 1996 and 1995 for
long-term mortgages amounted to $1,493,963 and $1,129,340, respectively.
Income taxes paid during the first nine months of 1996 and 1995 amounted to
$1,233,704 and $343,706, respectively.
4. Certain prior quarter amounts have been reclassified to conform to the
1996 presentation.
5. Under SFAS No. 115, the investment in Commerce Bancshares common stock
is classified as "available for sale", and is recorded at fair market value.
The unrealized gain of $1,542,138 net of tax effects of $539,748 is
reflected as a separate component of equity. The increase in the net
unrealized holding gain for the nine months from December 31, 1995 to
September 30, 1996 was $30,071 and $195,461 for the three months from June
30, 1996 to September 30, 1996.
6. REAL ESTATE HELD FOR SALE:
Revenue is recorded on the sale of real estate when title passes to
the buyer. All land sales are to builders for cash. The Company's real
estate held for sale is recorded at cost which does not exceed its estimated
realizable value.
<PAGE> 8
7. ACQUISITIONS:
On June 30, 1995, the Company purchased a warehouse/office facility
for $2,600,000. The warehouse/office facility is a 93,900 square foot,
single tenant commercial warehouse and office facility located in Overland
Park, Kansas. The Company used the line of credit with Commerce Bank, N.A.
to acquire the property. In November, 1995, a $1,950,000 twenty-year term
mortgage loan was secured for this property with State Farm Insurance at a
fixed rate of 8%. The proceeds of this loan were used to reduce the line of
credit with Commerce Bank, N.A.
On December 15, 1995, the Company acquired the 6601 College Boulevard
commercial office building for $7,700,000. The 6601 College Boulevard is a
six-story, 101,200 square foot commercial office building located in
Overland Park, Kansas. The Company used the line of credit with Commerce
Bank, N.A. to make this purchase. In March, 1996, a $5,400,000 twenty-year
term mortgage loan was secured for this property with Nationwide Life
Insurance Company at a fixed rate of 7.40%. The proceeds from this loan
were used to reduce the line of credit with Commerce Bank, N.A.
8. CONTINGENCIES:
Congress passed the Americans With Disabilities Act of 1990 (the Act)
which became effective January 26, 1992. The Act contains provisions for
building owners to provide persons with disabilities with accommodations and
access equal to, or similar to, that available to the general public.
Management cannot estimate the eventual impact of the Act on the financial
condition of the Company since certain provisions of the Act are open to
interpretation. The Company is implementing the requirements of the Act
that are readily achievable and will not constitute an undue burden on the
Company.
The Company is in the process of demolishing the North section of the
Rodeway Hotel and constructing a temporary 100 stall surface parking lot.
This site is included in the Redevelopment District established by the
Company and approved by the City of Kansas City, Missouri. The site is
planned for a commercial office building by the year 2005. The estimated
cost for the removal of asbestos, demolition, paving and landscaping of the
lot will be approximately $600,000, with year to date costs of $459,000.
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES:
The Company's principal assets consist of real estate holdings which
are not liquid assets. Real estate holdings include office buildings,
apartment complexes, a warehouse/office facility, parking facilities and
land held for future sale. The principal source of funds generated
internally is income from operations. The principal source of external
funds is long-term debt and line of credit with Commerce Bank, N.A. The
Company has not experienced liquidity problems during the six months ended
June 30, 1996. On June 30, 1995, the Company acquired a warehouse/office
facility located in Overland Park, Kansas, for $2,600,000. The Company used
the line of credit with Commerce Bank, N.A. to acquire the property. In
November, 1995, a $1,950,000 twenty-year term mortgage loan was secured for
this property with State Farm Insurance. The proceeds from this loan were
used to reduce the line of credit with Commerce Bank, N.A. On December 15,
1995, the Company acquired the 6601 College Boulevard commercial office
building, located in Overland Park, Kansas, for $7,700,000. The Company
used $7,700,000 of the line of credit with Commerce Bank, N.A. to make this
purchase. In March, 1996, a $5,400,000 twenty-year term mortgage loan was
secured with Nationwide Life Insurance Company at a fixed rate of 7.40%.
The proceeds from this loan were used to reduce the line of credit with
Commerce Bank, N.A.
NINE MONTHS ENDED SEPTEMBER 30, 1996
COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, 1995
RESULT OF OPERATIONS:
Increased occupancy in the Commerce Tower and Barkley Place office
buildings, the change at the 811 Main building from a single tenant with a
triple net lease to a multi-tenant, full service building effective April 1,
1996, the completion of Phase II of the Hillsborough apartment complex,
increased revenue from parking operations, the acquisition of the 9200 Cody
warehouse/office facility on June 30, 1995 and the December 15, 1995
acquisition of the 6601 College Boulevard office building are primarily
responsible for the increase in rental income of $1,933,358. Parking
revenue increased 8% and apartments rentals increased 10%. The acquisition
of 9200 Cody warehouse/office facility and the 6601 College Boulevard
commercial office building with combined income of $737,959 was responsible
for 38% of the total increase. The increase in rental income at the 811
Main building was responsible for 34% of the total increase. The sale of
twenty-nine acres of undeveloped land located in the New Mark Division
during the first quarter of 1996 accounts for the increase in real estate
sales and cost of real estate sold.
The increase of $245,320 in maintenance and repairs is primarily due
to changing 811 Main to a multi-tenant building effective April 1, 1996,
offset by the repairs to the chillers and the cleaning and sealing of the
exterior precast panels of the Commerce Tower
<PAGE> 10
building in 1995. The increase in depreciation and interest expense is a
direct result of the acquisition of the 9200 Cody warehouse/office facility and
the 6601 College Boulevard commercial office building and the completion of
Phase II of the Hillsborough apartment complex. The increase in utilities is
primarily due to severe weather conditions in the first two months of 1996,
changing 811 Main to a multi-tenant building, and the completion of Phase II of
the Hillsborough apartment complex.
The increase in amortization of leasehold improvements is primarily
due to the large expenditures for tenant improvements for both the Commerce
Tower and Barkley Place office buildings being amortized over the life of
the respective leases.
THREE MONTHS ENDED SEPTEMBER 30, 1996
COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 1995
RESULT OF OPERATIONS:
The change at the 811 Main building from a single tenant with a triple
net lease to a multi-tenant, full service building effective April 1, 1996,
the completion of Phase II of the Hillsborough apartment complex, increased
revenue from parking operations, the acquisition of the 9200 Cody
warehouse/office facility on June 30, 1995 and the December 15, 1995
acquisition of the 6601 College Boulevard office building are primarily
responsible for the increase in rental income of $823,322. The acquisition
of 6601 College Boulevard commercial office building with income of $201,216
was responsible for 24% of the total increase. The increase in rental
income at the 811 Main Building was responsible for 41% of the total
increase.
The increase in depreciation and interest expense is a direct result
of the acquisition of the 6601 College Boulevard commercial office building
and the completion of Phase II of the Hillsborough apartment complex. The
increase in maintenance and repairs, utilities and taxes other than real
estate is primarily due to changing 811 Main to a multi-tenant building
effective April 1, 1996 and the completion of Phase II of the Hillsborough
apartment complex.
The increase in amortization of leasehold improvements is primarily
due to the large expenditures for tenant improvements for both the Commerce
Tower and Barkley Place office buildings being amortized over the life of
the respective leases.
ENVIRONMENTAL ISSUES:
Due to governmental regulations regarding asbestos and uncertainty
surrounding the advantages and disadvantages of asbestos removal, Tower
Properties Company will continue to monitor the status of asbestos in its
buildings and will take appropriate action when required.
The cost to remove all asbestos from properties owned by Tower
Properties Company has not been determined; however, these removal costs
could have a significant adverse impact on the future operations and
liquidity of Tower Properties Company.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOWER PROPERTIES COMPANY
/s/ Benjamin F. Bryan
- ---------------------
Benjamin F. Bryan
Executive Vice President
/s/ Chester A. Wittwer, Jr.
- ---------------------------
Chester A. Wittwer, Jr.
Vice President
Date: November 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 33,266
<SECURITIES> 2,465,676
<RECEIVABLES> 958,667
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,550,886
<PP&E> 73,604,183
<DEPRECIATION> 26,627,399
<TOTAL-ASSETS> 57,638,515
<CURRENT-LIABILITIES> 7,145,055
<BONDS> 27,098,866
0
0
<COMMON> 178,430
<OTHER-SE> 21,835,350
<TOTAL-LIABILITY-AND-EQUITY> 57,638,515
<SALES> 0
<TOTAL-REVENUES> 12,197,755
<CGS> 0
<TOTAL-COSTS> 8,196,266
<OTHER-EXPENSES> 8,935
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,909,687
<INCOME-PRETAX> 2,082,867
<INCOME-TAX> 732,279
<INCOME-CONTINUING> 1,350,588
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,350,588
<EPS-PRIMARY> 7.87
<EPS-DILUTED> 0
</TABLE>
