<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 March 31, 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
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(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
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.
170,884 shares of common stock
------------------------------
$1.00 par value per share, at April 15, 1997
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY - CONSOLIDATED BALANCE SHEETS
March 31, 1997 and December 31, 1996
<CAPTION>
(UNAUDITED)
ASSETS 1997 1996
-------------- --------------
<S> <C> <C>
Cash $ 26,908 $ 52,772
Short Term Investment 60,000 60,000
Related Party Investment, At Market 2,955,040 2,995,520
Accounts Receivable 811,931 759,600
Notes Receivable 67,099 77,409
Tenant Leasehold Improvements, Net 3,792,376 4,131,175
Construction in Progress 2,909,188 1,592,153
Prepaid Expenses and Other Assets 467,673 482,754
Rental Income Property, At Cost 72,022,220 72,059,597
Less: Accumulated Depreciation (23,168,721) (22,841,620)
-------------- --------------
Net Rental Income Property 48,853,499 49,217,977
Real Estate Held for Sale 753,748 753,748
Equipment and Furniture, at Cost 7,967,769 7,847,000
Less: Accumulated Depreciation (4,550,661) (4,345,863)
-------------- --------------
Net Equipment and Furniture 3,417,108 3,501,137
-------------- --------------
Total Assets $ 64,114,570 $ 63,624,245
============== ==============
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
Liabilities:
Accounts Payable and Other Liabilities $ 1,089,444 $ 904,168
Related Party Loan 8,229,546 12,121,859
Income Taxes Payable 265,303 85,333
Deferred Income Taxes 953,858 926,196
Mortgage Notes Payable 30,620,418 26,905,057
-------------- --------------
Total Liabilities 41,158,569 40,942,613
Minority Interest 143,482 137,404
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 4,456,439 4,118,935
Unrealized Holding Gain for Securities 1,317,647 1,385,789
-------------- --------------
23,308,388 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 22,812,519 22,544,228
-------------- --------------
Total Liabilities and Stockholders' Investment $ 64,114,570 $ 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 THREE MONTHS ENDED MARCH 31, 1997 AND MARCH 31, 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
REVENUES:
Rent $ 3,907,318 $ 3,226,106
Rent, Related Party 172,648 157,181
Management and Service Fees 23,232 29,211
Management and Services Fees, Related Party 80,973 79,615
Real Estate Sales - 580,000
Interest and Other Income 12,509 14,866
Other Income, Related Party 41,259 39,177
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Total Revenues 4,237,939 4,126,156
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COSTS & EXPENSES:
Costs of Real Estate Sold - 349,179
Salaries and Employee Benefits 433,690 393,758
Depreciation 576,410 489,157
Maintenance and Repairs 700,987 461,750
Taxes Other than Income 325,539 273,137
Utilities 329,118 244,332
Interest 575,653 410,634
Interest, Related Party 158,203 211,609
Amortization of Leasehold Improvements 391,342 307,950
Leasing and Advertising 26,075 21,569
Professional Fees 31,678 23,111
Insurance 52,449 30,938
Other 95,243 88,058
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Total Costs and Expenses 3,696,387 3,305,182
Income Before Minority Interest and
Provision for Income Taxes 541,552 820,974
Minority Interest In Income of Subsidiary (6,078) (5,886)
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Income Before Provision for Income Taxes 535,474 815,088
PROVISION FOR INCOME TAXES:
Currently Payable 197,970 287,228
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NET INCOME $ 337,504 $ 527,860
============= =============
Earnings Per Share $ 1.97 $ 3.09
============= =============
Weighted Average Common Shares Outstanding 170,892 171,014
============= =============
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 THREE MONTHS ENDING MARCH 31, 1997 AND MARCH 31, 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
Retained Earnings, Beginning
of Period $ 4,118,935 $ 2,613,712
Net Income 337,504 527,860
------------- -------------
Retained Earnings, End of Period $ 4,456,439 $ 3,141,572
============= =============
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<PAGE> 5
<TABLE>
TOWER PROPERTIES COMPANY - CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDING MARCH 31, 1997 AND MARCH 31, 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 337,504 $ 527,860
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 576,410 489,157
Amortization of Leasehold Improvements 391,342 307,950
Gain on Real Estate Sales -- (230,821)
Change in Assets and Liabilities, Net:
Accounts Receivable (52,331) 78,582
Notes Receivable 10,310 7,026
Accounts Payable and Other Liabilities 185,276 124,640
Prepaid Expenses and Other Assets 15,081 38,594
Income Taxes Payable 179,970 (236,861)
------------- --------------
Net Cash Provided by Operating Activities 1,643,562 1,106,127
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CASH FLOW FROM INVESTING ACTIVITIES:
Increase in Construction in Progress (1,317,035) (1,471,518)
Proceeds from Sale of Land -- 544,322
Additions to Equipment & Furniture (120,769) (84,768)
Additions to Rental Income Property (7,134) --
Additions to Leasehold Improvements (52,543) (59,265)
------------- --------------
Net Cash Used in Investing Activities (1,497,481) (1,071,229)
------------- --------------
CASH FLOW FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (204,639) (132,699)
Proceeds from Long Term Borrowings 3,920,000 5,400,000
Reduction in Short Term Borrowings, Net (3,892,313) (5,255,000)
Purchase of Treasury Stock (1,071) --
Increase in Minority Interest 6,078 5,886
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Net Cash (Used In) Provided by Financing Activities (171,945) 18,187
------------- --------------
NET (DECREASE) INCREASE IN CASH (25,864) 53,085
CASH, Beginning of Period 52,772 5,577
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CASH, End of Period $ 26,908 $ 58,662
============= ==============
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> 6
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 three months of 1997 and 1996 for
long-term mortgages amounted to $575,653 and $410,634, respectively. Income
taxes paid during the first three months of 1997 and 1996 amounted to $18,000
and $524,089, respectively.
4. Certain prior quarter amounts have been reclassified to conform to the
1997 presentation.
5. Under SFAS No. 115, the investment in Commerce common stock is
classified as "available for sale", and is recorded at fair market value.
The unrealized gain of $2,091,503 net of tax effects of $773,856 is reflected
as a separate component of equity. The decrease in the net unrealized
holding gain for the three months from December 31, 1996 to March 31, 1997
was $68,142, net of deferred taxes.
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 or short-term notes
receivable. The Company's real estate held for sale is recorded at cost
which does not exceed its estimated realizable value.
<PAGE> 7
7. ACQUISITIONS:
On October 11, 1996, the Company purchased the 916-920 Walnut
commercial office buildings and the 102 East 8th Street parking lot assets
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.
<PAGE> 8
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 line of credit with Commerce Bank, N.A.
The Company has not experienced liquidity problems during the three months
ended March 31, 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 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 120 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 Mark Twain
Kansas City Bank. The proceeds from this loan were used to reduce the line
of credit.
<PAGE> 9
THREE MONTHS ENDED MARCH 31, 1997
COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 1996
RESULT OF OPERATIONS:
Increased occupancy in the Barkley Place office building, the change of
the 811 Main building from a single to a multi-tenant building, the
completion of the Phase II of the Hillsborough apartment complex, 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
21% increase in rental income of $696,679. Apartment rentals increased 15%.
The acquisition of the Stanley Warehouse and the 9221 Quivera office
building with combined income of $146,084 was responsible for 21% of the
total increase. The increase in rental income at the 811 Main building was
responsible for 50% of the total increase. The sale of twenty nine acres of
undeveloped land located in the New Mark sub-division in 1996 accounts for
the decrease in real estate sales and cost of real estate sold.
The increase of $239,237 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, 9221 Quivera and
the completion of the Phase II of Hillsborough apartment complex. The
increase in utilities is primarily due to changing 811 Main to multi-tenant
building.
The increase in amortization of leasehold improvements is primarily due
to the large expenditures for tenant improvements for the Commerce Tower, the
811 Main office building being amortized over the life of the respective
leases and the write off of the unamortized tenant improvements for Utilicorp
on the 18th and 22nd floor of the Commerce Tower.
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> 10
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: May 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 26,908
<SECURITIES> 3,015,040
<RECEIVABLES> 879,030
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,297,839
<PP&E> 79,989,989
<DEPRECIATION> 27,719,382
<TOTAL-ASSETS> 64,114,570
<CURRENT-LIABILITIES> 9,584,293
<BONDS> 30,620,418
<COMMON> 178,430
0
0
<OTHER-SE> 22,634,089
<TOTAL-LIABILITY-AND-EQUITY> 64,114,570
<SALES> 0
<TOTAL-REVENUES> 4,237,939
<CGS> 0
<TOTAL-COSTS> 2,962,531
<OTHER-EXPENSES> 6,078
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 733,856
<INCOME-PRETAX> 535,474
<INCOME-TAX> 197,970
<INCOME-CONTINUING> 337,504
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 337,504
<EPS-PRIMARY> 1.97
<EPS-DILUTED> 0
</TABLE>
