<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 June 30, 1997
-------------------------------
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 102, 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.
170,962 shares of common stock
------------------------------
$1.00 par value per share, at July 15, 1997
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY - CONSOLIDATED BALANCE SHEETS
June 30, 1997 and December 31, 1996
<CAPTION>
(UNAUDITED)
ASSETS 1997 1996
------------ ------------
<S> <C> <C>
Cash $ 5,257 $ 52,772
Short Term Investments 60,000 60,000
Related Party Investment, At Market 2,930,752 2,995,520
Accounts Receivable 969,916 759,600
Notes Receivable 62,289 77,409
Tenant Leasehold Improvements, Net 3,832,087 4,131,175
Construction in Progress 4,388,103 1,592,153
Prepaid Expenses and Other Assets 512,073 482,754
Rental Income Property, At Cost 72,051,664 72,059,597
Less: Accumulated Depreciation (23,553,764) (22,841,620)
------------ ------------
Net Rental Income Property 48,497,900 49,217,977
Real Estate Held for Sale 771,746 753,748
Equipment and Furniture, at Cost 8,131,165 7,847,000
Less: Accumulated Depreciation (4,739,567) (4,345,863)
------------ ------------
Net Equipment and Furniture 3,391,598 3,501,137
------------ ------------
Total Assets $ 65,421,721 $ 63,624,245
============ ============
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
Liabilities:
Accounts Payable and Other Liabilities $ 1,910,509 $ 904,168
Related Party Loan 8,504,546 12,121,859
Income Taxes Payable 208,003 85,333
Deferred Income Taxes 944,871 926,196
Mortgage Notes Payable 30,397,858 26,905,057
------------ ------------
Total Liabilities 41,965,787 40,942,613
Minority Interest 149,299 137,404
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 4,965,857 4,118,935
Unrealized Holding Gain for Securities 1,302,345 1,385,789
------------ ------------
23,802,504 23,039,026
Less Treasury Stock, At Cost (7,546 and
7,535 shares in 1997 and 1996, respectively) (495,869) (494,798)
------------ ------------
Total Stockholders' Investment 23,306,635 22,544,228
------------ ------------
Total Liabilities and Stockholders' Investment $ 65,421,721 $ 63,624,245
============ ============
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 SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
<CAPTION>
June, 1997 June, 1996
------------ ------------
<S> <C> <C>
REVENUES:
Rent $ 7,955,850 $ 6,826,764
Rent, Related Party 342,704 339,152
Management and Service Fees 27,699 32,319
Management and Services Fees, Related Party 182,774 175,432
Real Estate Sales -- 580,000
Interest and Other Income 72,828 40,245
Other Income, Related Party 66,730 66,674
------------ ------------
Total Revenues 8,648,585 8,060,586
------------ ------------
COSTS & EXPENSES:
Costs of Real Estate Sold -- 350,914
Salaries and Employee Benefits 895,628 825,246
Depreciation 1,162,737 987,426
Maintenance and Repairs 1,456,265 1,103,778
Taxes Other than Income 651,078 578,470
Utilities 618,025 522,408
Interest 1,187,075 947,142
Interest, Related Party 278,889 322,436
Amortization of Leasehold Improvements 620,812 615,900
Leasing and Advertising 60,286 47,270
Professional Fees 51,455 55,861
Insurance 106,062 86,042
Other 197,470 184,833
------------ ------------
Total Costs and Expenses 7,285,782 6,627,726
Income Before Minority Interest and
Provision for Income Taxes 1,362,803 1,432,860
Minority Interest In Income of Subsidiary (11,895) (3,263)
------------ ------------
Income Before Provision for Income Taxes 1,350,908 1,429,597
PROVISION FOR INCOME TAXES:
Currently Payable 503,986 501,564
------------ ------------
NET INCOME $ 846,922 $ 928,033
============ ============
Earnings Per Share $ 4.96 $ 5.43
============ ============
Weighted Average Common Shares Outstanding 170,888 171,011
============ ============
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 SIX MONTHS ENDING JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Retained Earnings, Beginning
of Period $ 4,118,935 $ 2,613,712
Net Income 846,922 928,033
------------ ------------
Retained Earnings, End of Period $ 4,965,857 $ 3,541,745
============ ============
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 JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
REVENUES:
Rent $ 4,048,532 $ 3,600,658
Rent, Related Party 170,056 181,971
Management and Service Fees 4,467 3,108
Management and Services Fees, Related Party 101,801 95,817
Interest and Other Income 60,319 25,379
Other Income, Related Party 25,471 27,497
----------- -----------
Total Revenues 4,410,646 3,934,430
----------- -----------
COSTS & EXPENSES:
Costs of Real Estate Sold -- 1,735
Salaries and Employee Benefits 461,938 431,488
Depreciation 586,327 498,269
Maintenance and Repairs 755,278 642,028
Taxes Other than Income 325,539 305,333
Utilities 288,907 278,076
Interest 611,422 536,508
Interest, Related Party 120,686 110,827
Amortization of Leasehold Improvements 229,470 307,950
Leasing and Advertising 34,211 25,701
Professional Fees 19,777 32,750
Insurance 53,613 55,104
Other 102,227 96,775
----------- -----------
Total Costs and Expenses 3,589,395 3,322,544
Income Before Minority Interest and
Provision for Income Taxes 821,251 611,886
Minority Interest In Income of Subsidiary (5,817) 2,623
----------- -----------
Income Before Provision for Income Taxes 815,434 614,509
PROVISION FOR INCOME TAXES:
Currently Payable 306,016 214,336
----------- -----------
NET INCOME $ 509,418 $ 400,173
=========== ===========
Earnings Per Share $ 2.98 $ 2.34
=========== ===========
Weighted Average Common Shares Outstanding 170,884 171,008
=========== ===========
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 SIX MONTHS ENDING JUNE 30, 1997 AND JUNE 30, 1996
(UNAUDITED)
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 846,922 $ 928,033
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 1,162,737 987,426
Amortization of Leasehold Improvements 620,812 615,900
(Increase) Decrease in Accounts Receivable (210,316) 141,708
Decrease in Notes Receivable 15,120 14,401
Increase in Accounts Payable and
Other Liabilities 1,006,341 605,741
(Increase) Decrease in Prepaid Expenses and
Other Assets (29,319) 98,657
Increase (Decrease) in Income Taxes Payable 122,670 (427,225)
Gain on Real Estate Sales -- (229,086)
----------- -----------
Net Cash Provided by Operating Activities 3,534,967 2,735,555
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Increase in Construction in Progress, Net (2,795,950) (2,503,287)
Proceeds from Sale of Land -- 542,587
Additions to Real Estate Held for Sale, Net (17,998) (2,782)
Additions to Equipment & Furniture, Net (296,544) (210,066)
Additions to Rental Property, Net (36,578) (28,010)
Additions to Leasehold Improvements (321,724) (441,507)
----------- -----------
Net Cash Used in Investing Activities (3,468,794) (2,643,065)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (427,199) (312,041)
Proceeds from Long Term Borrowings 3,920,000 8,300,000
Reduction in Short Term Borrowings (3,617,313) (8,070,000)
Purchase of Treasury Stock, Net (1,071) (11,238)
Treasury Stock Issued to Directors -- 9,975
Increase in Minority Interest 11,895 3,263
----------- -----------
Net Cash Used In Financing Activities (113,688) (80,041)
----------- -----------
NET INCREASE IN CASH (47,515) 12,449
CASH, Beginning of Period 52,772 5,577
----------- -----------
CASH, End of Period $ 5,257 $ 18,026
=========== ===========
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 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, 1996.
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 and 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 six months of 1997 and 1996 for
long-term mortgages amounted to $1,187,075 and $947,142, respectively.
Income taxes paid during the first six months of 1997 and 1996 amounted to
$381,316 and $928,789, respectively.
4. Certain prior quarter amounts have been reclassified to conform to the
1997 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 $2,067,215 net of tax effects of $764,870 is reflected
as a separate component of equity. The decrease in the net unrealized
holding gain for the six months from December 31, 1996 to June 30, 1997 was
$83,444 and $15,302 for the three months from March 31, 1997 to June 30,
1997.
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 October 11, 1996, the Company purchased the 916-920 Walnut
commercial office buildings and the parking lot located at 102 East 8th
Street for $700,000 and assumed liabilities of $5,867. 916 Walnut is a
eight-story commercial office building and 920 Walnut is a two-story
commercial office building located in Kansas City, Missouri. The Company
used the line of credit with Commerce Bank, N.A. to acquire the property.
On December 18, 1996, the Company purchased the 9909 Lakeview Avenue
warehouse facility for $3,675,000. The property is a 115,000 square foot
warehouse located in Lenexa, Kansas. The Company used the line of credit
with Commerce Bank, N.A. to acquire the property. In February, 1997, a
$2,720,000 twenty-year term mortgage loan was secured for this property with
Prudential Insurance of America at a fixed rate of 7.70%. The proceeds from
this loan were used to reduce the line of credit.
On December 27, 1996, the Company purchased the 9221 Quivera commercial
office building and an additional 70,000 square foot vacant parcel of land
for $1,750,000. 9221 Quivera is a one-story, 24,000 square foot commercial
office building located in Overland Park, Kansas. The Company used the line
of credit with Commerce Bank, N.A. to acquire the property. In March, 1997,
a $1,200,000 loan with a twenty-year amortization and a five-year balloon
payment was secured for this property with Mark Twain Kansas City Bank, at a
fixed rate of 7.95%. The proceeds of this loan were used to reduce the line
of credit.
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.
9. SUBSEQUENT EVENTS:
The Company signed a $5,000,000 twenty-year term mortgage loan
commitment, securing the third phase of the New Mark apartment complex which
is presently under construction, with Ohio National Life Insurance Company at
a fixed rate of 8.125%. In addition, the Company signed a $6,750,000
fifteen-year term mortgage loan commitment, securing the 811 Main office
building, with Federal Home Loan Insurance Company at a fixed rate of 8.50%.
These loans will close in August, 1997 and the proceeds will be used to
reduce the line of credit with Commerce Bank, N.A. The balance will be
invested in short-term investments and used to finance the construction of
the apartments and the new garage at 9th and Walnut.
<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 and 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 a line of credit with Commerce Bank,
N.A. The Company has not experienced liquidity problems during the six
months ended June 30, 1997. 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 for this property with Nationwide
Life Insurance. The proceeds from this loan were used to reduce the line of
credit with Commerce Bank, N.A. During 1996, the Company constructed an
additional 68 units at the Hillsborough apartment complex. The Company used
the line of credit with Commerce Bank, N.A. to fund the construction project.
In April, 1996, a $2,900,000 twenty-year term mortgage loan was secured for
this property with Penn Mutual. The proceeds from this loan were used to
reduce the line of credit with Commerce Bank, N.A. On October 11, 1996, the
Company acquired the 916-920 Walnut office buildings and the 102 E. 8th
Street parking lot in Kansas City, Missouri for $700,000. The Company used
the line of credit with Commerce Bank, N.A. to acquire the property. On
December 18, 1996, the Company acquired the 9909 Lakeview Avenue warehouse
located in Lenexa, Kansas, for $3,675,000. The Company used the line of
credit with Commerce Bank, N.A. to acquire this property. In February, 1997,
a $2,720,000 twenty-year term mortgage loan was secured for this property
from Prudential Insurance of America. The proceeds of this loan were used to
reduce the line of credit. On December 27, 1996, the Company acquired the
9221 Quivera commercial office building and an adjoining 70,000 square foot
vacant parcel of land, located in Overland Park, Kansas for $1,750,000. The
Company used the line of credit with Commerce Bank, N.A. to make this
purchase. In March, 1997, a $1,200,000 loan with a twenty-year amortization
and a five-year balloon payment was secured for this property with Mercantile
Bank and Trust. The proceeds from this loan were used to reduce the line of
credit.
<PAGE> 10
SIX MONTHS ENDED JUNE 30, 1997
COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 1996
RESULT OF OPERATIONS:
Increased occupancy in the Barkley Place office building, 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 916-920 Walnut commercial office
building on October 11, 1996, the acquisition of the Stanley warehouse on
December 18, 1996 and the December 27, 1996 acquisition of the 9221 Quivera
office building, offset by the decrease in occupancy in the Commerce Tower
are primarily responsible for the 16% increase in rental income of
$1,132,638. Parking revenue increased 5% and apartments rentals increased
12%. The acquisition of the Stanley warehouse and the 9221 Quivera
commercial office building with combined income of $292,168 was responsible
for 26% of the total increase. The increase in rental income at the 811 Main
building was responsible for 36% 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 decrease in real estate sales and
cost of real estate sold.
The increase in salaries and employee benefits of $70,382 is a direct
result in the increase of management personnel and the annual salary increase
effective October, 1996. The increase of $352,487 in maintenance and repairs
is primarily due to changing the 811 Main building to a multi-tenant, full
service building effective April 1, 1996 and the elevator and escalator
repairs in the Commerce Tower in 1997. The increase in depreciation and
interest expense is a direct result of the acquisition of the Stanley
warehouse, the 9221 Quivera and 916-920 commercial office buildings and the
completion of Phase II of the Hillsborough apartment complex.
The increase in utilities is primarily due to changing 811 Main to a
multi-tenant building and the acquisition of the 916-920 Walnut office
building, offset by a reduction in both the Commerce Tower and Barkley Place
office buildings. The increase in insurance expense is primarily due to a
reduction in the 1996 expense based on an audit of the 1995 workers compensation
coverage received in 1996.
THREE MONTHS ENDED JUNE 30, 1997
COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 1996
RESULT OF OPERATIONS:
The change at the 811 Main building from a single tenant 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 October 11, 1996 acquisition of the 916-920 Walnut
office building, the acquisition of the Stanley warehouse on December 18,
1996 and the December 27, 1996 acquisition of the 9221 Quivera office
building are primarily responsible for the increase in rental income of
$435,959. Parking revenue increased 12% and apartments rentals increased 8%.
The
<PAGE> 11
acquisition of the Stanley warehouse and the 9221 Quivera commercial
office building with combined income of $146,084 was responsible for 34% of
the total increase. The increase in rental income at the 811 Main building
was responsible for 14% of the total increase.
The increase in salaries and employee benefits of $30,450 is a direct
result in the increase of management personnel and the annual increase in
wages effective October 1996. The $113,250 increase in maintenance and
repairs is primarily due to the changing of the 811 Main building to a
multi-tenant building effective April 1, 1996, the elevator and escalator
repairs in the Commerce Tower and the acquisition of the 916-920 Walnut office
building. The increase in depreciation and interest expense is a direct
result of the acquisition of the Stanley warehouse and the 9221 Quivera
commercial office building and the completion of Phase II of the Hillsborough
apartment complex. The increase in utilities is due to the 811 Main building
and the acquisition of the 916-920 Walnut office building, offset by the
reduction in both the Commerce Tower and the Barkley Place office buildings.
The increase in taxes other than income is primarily due to the changing of
the 811 Main to a multi-tenant building and the completion of Phase II of the
Hillsborough apartment complex
The decrease in amortization of leasehold improvements in 1997 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 for the six months of 1996.
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> 12
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/ Thomas R. Willard
- ---------------------
Thomas R. Willard
President
/s/ Chester A. Wittwer, Jr.
- ---------------------------
Chester A. Wittwer, Jr.
Vice President
Date: August 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 5,257
<SECURITIES> 2,990,752
<RECEIVABLES> 1,032,205
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,928,390
<PP&E> 80,182,829
<DEPRECIATION> 28,293,331
<TOTAL-ASSETS> 65,421,721
<CURRENT-LIABILITIES> 10,623,058
<BONDS> 30,397,858
<COMMON> 178,430
0
0
<OTHER-SE> 23,128,205
<TOTAL-LIABILITY-AND-EQUITY> 65,421,721
<SALES> 0
<TOTAL-REVENUES> 8,648,585
<CGS> 0
<TOTAL-COSTS> 5,819,818
<OTHER-EXPENSES> 11,895
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,465,964
<INCOME-PRETAX> 1,350,908
<INCOME-TAX> 503,986
<INCOME-CONTINUING> 846,922
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 846,922
<EPS-PRIMARY> 4.96
<EPS-DILUTED> 0
</TABLE>
