<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, 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 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.
170,962 shares of common stock
------------------------------
$1.00 par value per share, at October 15, 1997
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY - CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
<CAPTION>
(UNAUDITED)
ASSETS 1997 1996
--------------- ---------------
<S> <C> <C>
Cash $ 15,563 $ 52,772
Short Term Investments 60,000 60,000
Related Party Investment, At Market 3,813,216 2,995,520
Accounts Receivable 698,001 759,600
Notes Receivable 225,276 77,409
Tenant Leasehold Improvements, Net 3,593,221 4,131,175
Construction in Progress 6,242,627 1,592,153
Prepaid Expenses and Other Assets 594,952 482,754
Rental Income Property, At Cost 72,327,697 72,059,597
Less: Accumulated Depreciation (23,927,578) (22,841,620)
--------------- ---------------
Net Rental Income Property 48,400,119 49,217,977
Real Estate Held for Sale 912,081 753,748
Equipment and Furniture, at Cost 8,383,670 7,847,000
Less: Accumulated Depreciation (4,946,367) (4,345,863)
--------------- ---------------
Net Equipment and Furniture 3,437,303 3,501,137
--------------- ---------------
Total Assets $ 67,992,359 $ 63,624,245
=============== ===============
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
Liabilities:
Accounts Payable and Other Liabilities $ 1,926,012 $ 904,168
Related Party Loan 10,054,546 12,121,859
Income Taxes Payable 137,871 85,333
Deferred Income Taxes 1,271,383 926,196
Mortgage Notes Payable 30,170,870 26,905,057
--------------- ---------------
Total Liabilities 43,560,682 40,942,613
Minority Interest 155,187 137,404
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 5,369,815 4,118,935
Unrealized Holding Gain for Securities 1,858,297 1,385,789
--------------- ---------------
24,762,414 23,039,026
Less Treasury Stock, At Cost (7,468 and
7,535 shares in 1997 and 1996, respectively) (485,924) (494,798)
--------------- ---------------
Total Stockholders' Investment 24,276,490 22,544,228
--------------- ---------------
Total Liabilities and Stockholders' Investment $ 67,992,359 $ 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 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
(UNAUDITED)
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
REVENUES:
Rent $11,970,755 $10,622,879
Rent, Related Party 546,327 518,117
Management and Service Fees 40,731 30,166
Management and Services Fees, Related Party 266,563 268,865
Real Estate Sales -- 580,000
Interest and Other Income 111,040 92,450
Other Income, Related Party 85,633 85,278
-------------- --------------
Total Revenues 13,021,049 12,197,755
-------------- --------------
COSTS & EXPENSES:
Costs of Real Estate Sold -- 351,199
Salaries and Employee Benefits 1,380,364 1,240,187
Depreciation 1,743,351 1,489,161
Maintenance and Repairs 2,212,057 1,826,200
Taxes Other than Income 977,130 880,891
Utilities 981,168 916,577
Interest 1,794,340 1,493,963
Interest, Related Party 396,917 415,724
Amortization of Leasehold Improvements 905,855 926,363
Leasing and Advertising 85,234 65,035
Professional Fees 75,523 87,842
Insurance 157,402 138,864
Other 297,960 273,947
-------------- --------------
Total Costs and Expenses 11,007,301 10,105,953
Income Before Minority Interest and
Provision for Income Taxes 2,013,748 2,091,802
Minority Interest In Income of Subsidiary (17,783) (8,935)
-------------- --------------
Income Before Provision for Income Taxes 1,995,965 2,082,867
PROVISION FOR INCOME TAXES:
Currently Payable 745,085 732,279
-------------- --------------
NET INCOME $ 1,250,880 $ 1,350,588
============== ==============
Earnings Per Share $ 7.32 $ 7.87
============== ==============
Weighted Average Common Shares Outstanding 170,913 171,632
============== ==============
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, 1997 AND SEPTEMBER 30, 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Retained Earnings, Beginning
of Period $4,118,935 $2,613,712
Net Income 1,250,880 1,350,588
------------ ------------
Retained Earnings, End of Period $5,369,815 $3,964,300
============ ============
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, 1997 AND SEPTEMBER 30, 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
REVENUES:
Rent $4,014,905 $3,796,115
Rent, Related Party 203,623 178,965
Management and Service Fees 13,032 (2,153)
Management and Services Fees, Related Party 83,789 93,433
Interest and Other Income 38,212 52,205
Other Income, Related Party 18,903 18,604
------------- -------------
Total Revenues 4,372,464 4,137,169
------------- -------------
COSTS & EXPENSES:
Costs of Real Estate Sold -- 285
Salaries and Employee Benefits 484,736 414,941
Depreciation 580,614 501,735
Maintenance and Repairs 755,792 722,422
Taxes Other than Income 326,052 302,421
Utilities 363,143 394,169
Interest 607,265 546,821
Interest, Related Party 118,028 93,288
Amortization of Leasehold Improvements 285,043 310,463
Leasing and Advertising 24,948 17,765
Professional Fees 24,068 31,981
Insurance 51,340 52,822
Other 100,490 89,114
------------- -------------
Total Costs and Expenses 3,721,519 3,478,227
Income Before Minority Interest and
Provision for Income Taxes 650,945 658,942
Minority Interest In Income of Subsidiary (5,888) (5,672)
------------- -------------
Income Before Provision for Income Taxes 645,057 653,270
PROVISION FOR INCOME TAXES:
Currently Payable 241,099 230,715
------------- -------------
NET INCOME $ 403,958 $ 422,555
============= =============
Earnings Per Share $ 2.36 $ 2.47
============= =============
Weighted Average Common Shares Outstanding 170,962 170,995
============= =============
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, 1997 AND SEPTEMBER 30, 1996
(UNAUDITED)
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,250,880 $ 1,350,588
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 1,743,351 1,489,161
Amortization of Leasehold Improvements 905,855 926,363
Decrease in Accounts Receivable 61,599 121,941
Increase in Notes Receivable (147,867) (22,365)
Increase in Accounts Payable and
Other Liabilities 1,021,844 863,899
Increase in Prepaid Expenses and
Other Assets (112,198) (120,171)
Incease (Decrease) in Income Taxes Payable 52,538 (436,086)
Gain on Real Estate Sales -- (228,801)
-------------- --------------
Net Cash Provided by Operating Activities 4,776,002 3,944,529
-------------- --------------
CASH FLOW FROM INVESTING ACTIVITIES:
Increase in Construction in Progress, Net (4,650,474) (2,690,604)
Proceeds from Sale of Land -- 542,302
Additions to Real Estate Held for Sale, Net (158,333) (2,782)
Additions to Equipment & Furniture, Net (549,048) (357,209)
Additions to Rental Property, Net (312,611) (74,194)
Additions to Leasehold Improvements (367,902) (644,144)
-------------- --------------
Net Cash Used in Investing Activities (6,038,368) (3,226,631)
-------------- --------------
CASH FLOW FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (654,187) (502,006)
Proceeds from Long Term Borrowings 3,920,000 8,300,000
Reduction in Short Term Borrowings (2,067,313) (8,495,000)
Purchase of Treasury Stock, Net (1,071) (12,113)
Treasury Stock Issued to Directors 9,945 9,975
Increase in Minority Interest 17,783 8,935
-------------- --------------
Net Cash Provided by (Used In) Financing Activities 1,225,157 (690,209)
-------------- --------------
NET (DECREASE) INCREASE IN CASH (37,209) 27,689
CASH, Beginning of Period 52,772 5,577
-------------- --------------
CASH, End of Period $ 15,563 $ 33,266
============== ==============
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, 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 nine months of 1997 and 1996 for
long-term mortgages amounted to $1,794,340 and $1,493,963, respectively.
Income taxes paid during the first nine months of 1997 and 1996 amounted to
$692,547 and $1,233,704, 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 $2,949,678 net of tax effects of $1,091,381 is
reflected as a separate component of equity. The increase in the net
unrealized holding gain for the nine months from December 31, 1996 to
September 30, 1997 was $472,508 and $555,952 for the three months from June
30, 1997 to September 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:
In October, 1997 a $6,750,000 fifteen-year term mortgage loan was
secured for the 811 Main office building with Federal Home Loan Insurance
Company at a fixed rate of 8.31%. In addition, a $5,000,000 twenty-year term
mortgage loan was secured for 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%. The proceeds of these loans were
used to reduce the line of credit with Commerce Bank, N.A. The remaining
balance of these loans was invested in short-term investments and will be
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 nine months ended
September 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
NINE MONTHS ENDED SEPTEMBER 30, 1997
COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 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
buildings 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 12% increase in rental income of
$1,376,086. Parking revenue increased 8% and apartments rentals increased
10%. The acquisition of the Stanley warehouse and the 9221 Quivera
commercial office building with combined income of $438,252 was responsible
for 32% of the total increase. The increase in rental income at the 811 Main
building was responsible for 32% 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 $140,177 is a direct
result in the increase of management personnel and the annual salary increase
effective October, 1996. The increase of $385,857 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 changing of the 811 Main building
to a multi-tenant, full service building, the acquisition of the 916-920
Walnut commercial office buildings and the completion of the Phase II of the
Hillsborough apartment complex are responsible for the increase in taxes
other than income. The increase in depreciation and interest expense is a
direct result of the acquisition of the Stanley warehouse, the 9221 Quivera
and 916-920 Walnut 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 SEPTEMBER 30, 1997
COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER, 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 buildings, the acquisition of the Stanley
<PAGE> 11
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 $243,448. Parking revenue increased 14% and apartments
rentals increased 7%. The acquisition of the Stanley warehouse and the 9221
Quivera commercial office building with combined income of $146,084 was
responsible for 60% of the total increase. The increase in rental income at
the 811 Main building was responsible for 11% of the total increase.
The increase in salaries and employee benefits of $69,795 is a direct
result in the increase of management personnel and the annual increase in
wages effective October 1996. The $33,370 increase in maintenance and
repairs is primarily due to increased expenditures of supplies and outside
services in the Commerce Tower and the acquisition of the 916-920 Walnut
office buildings. The increase in taxes other than income is due to the
acquisition of the 916-920 Walnut commercial office buildings and the
completion of the Phase II of the Hillsborough apartment complex. The
increase in depreciation 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 interest is due to the acquisition of the Stanley warehouse and the 9221
Quivera commercial office building and the 916-920 Walnut commercial office
buildings. The decrease in utilities is due to the reduction in both the
Commerce Tower and the Barkley Place office buildings.
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 nine 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: November 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 15,563
<SECURITIES> 3,873,216
<RECEIVABLES> 923,277
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,649,635
<PP&E> 80,711,367
<DEPRECIATION> 28,873,945
<TOTAL-ASSETS> 67,992,359
<CURRENT-LIABILITIES> 12,118,429
<BONDS> 30,170,870
<COMMON> 178,430
0
0
<OTHER-SE> 24,098,060
<TOTAL-LIABILITY-AND-EQUITY> 67,992,359
<SALES> 0
<TOTAL-REVENUES> 13,021,049
<CGS> 0
<TOTAL-COSTS> 8,816,044
<OTHER-EXPENSES> 17,783
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,191,257
<INCOME-PRETAX> 1,995,965
<INCOME-TAX> 745,085
<INCOME-CONTINUING> 1,250,880
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,250,880
<EPS-PRIMARY> 7.32
<EPS-DILUTED> 0
</TABLE>
