<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, 1998
--------------------------------
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 (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.
181,034 shares of common stock
------------------------------
$1.00 par value per share, at April 15, 1998
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY - CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
<CAPTION>
ASSETS 1998 1997
------------ ------------
<S> <C> <C>
Cash $ 33,753 $ 21,137
Short Term Investment 63,157 63,118
Related Party Investment, At Market 4,870,930 4,607,407
Accounts Receivable 1,033,886 907,012
Notes Receivable 168,349 210,865
Tenant Leasehold Improvements, Net 3,743,929 3,732,907
Construction in Progress 8,068,475 4,986,958
Prepaid Expenses and Other Assets 749,614 763,718
Rental Income Property, Net 50,668,603 51,055,746
Real Estate Held for Sale 923,484 912,081
Equipment and Furniture, Net 3,462,285 3,514,670
------------ ------------
Total Assets $ 73,786,465 $ 70,775,619
============ ============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Liabilities:
Accounts Payable and Other Liabilities $ 2,236,868 $ 1,092,359
Related Party Line of Credit 675,000 1,395,000
Income Taxes Payable 328,209 66,091
Deferred Income Taxes 1,451,890 1,354,387
Mortgage Notes Payable 42,089,489 41,634,615
------------ ------------
Total Liabilities 46,781,456 45,542,452
Minority Interest 164,836 159,667
Commitments and Contingencies
Stockholders' Investment:
Preferred Stock, No Par Value
Authorized 60,000 Shares, None Issued -- --
Common Stock, Par Value $1.00
Authorized 1,000,000 Shares, Issued
183,430 and 178,430 shares in 1998 and
and 1997, respectively 183,430 178,430
Paid-In Capital 18,175,272 17,355,872
Retained Earnings 6,111,080 5,656,677
Unrealized Holding Gain for Securities 2,524,657 2,358,637
------------ ------------
26,994,439 25,549,616
Less Treasury Stock, At Cost (2,396 and
7,396 shares in 1998 and 1997, respectively) (154,266) (476,116)
------------ ------------
Total Stockholders' Investment 26,840,173 25,073,500
------------ ------------
Total Liabilities and Stockholders' Investment $ 73,786,465 $ 70,775,619
============ ============
The accompanying notes are an integral part of these consolidated balance sheets.
</TABLE>
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<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND MARCH 31, 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
REVENUES:
Rent $ 3,823,787 $ 3,918,749
Rent, Related Party 138,977 161,217
Management and Service Fees 56,523 23,232
Management and Services Fees, Related Party 271,584 80,973
Proceeds from Easement 242,589 -
Interest and Other Income 69,418 53,768
----------- -----------
Total Revenues 4,602,878 4,237,939
----------- -----------
COSTS & EXPENSES:
Salaries and Employee Benefits 610,952 433,690
Depreciation 614,205 576,410
Maintenance and Repairs 665,834 700,987
Taxes Other than Income 352,031 325,539
Utilities 323,705 329,118
Interest 795,522 733,856
Amortization of Leasehold Improvements 301,222 391,342
Leasing and Advertising 30,242 26,075
Professional Fees 27,754 31,678
Insurance 54,588 52,449
Other 97,051 95,243
----------- -----------
Total Costs and Expenses 3,873,106 3,696,387
Income Before Minority Interest and
Provision for Income Taxes 729,772 541,552
Minority Interest In Income of Subsidiary (5,169) (6,078)
----------- -----------
Income Before Income Taxes 724,603 535,474
PROVISION FOR INCOME TAXES 270,200 197,970
----------- -----------
NET INCOME $ 454,403 $ 337,504
=========== ===========
Earnings Per Share:
Basic $ 2.59 $ 1.97
=========== ===========
Diluted $ 2.58 $ 1.97
=========== ===========
Weighted Average Common Shares Outstanding:
Basic 175,478 170,892
=========== ===========
Diluted 175,916 171,492
=========== ===========
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, 1998 AND MARCH 31, 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Retained Earnings, Beginning
of Period $ 5,656,677 $ 4,118,935
Net Income 454,403 337,504
----------- -----------
Retained Earnings, End of Period $ 6,111,080 $ 4,456,439
=========== ===========
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, 1998 AND MARCH 31, 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 454,403 $ 337,504
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 614,205 576,410
Amortization of Leasehold Improvements 301,222 391,342
Change in Assets and Liabilities, Net:
Accounts Receivable (126,874) (52,331)
Notes Receivable 42,516 10,310
Prepaid Expenses and Other Assets 14,104 15,081
Accounts Payable and Other Liabilities 1,144,509 185,276
Income Taxes Payable 262,118 179,970
----------- -----------
Net Cash Provided by Operating Activities 2,706,203 1,643,562
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Increase in Construction in Progress (3,081,517) (1,317,035)
Additions to Real Estate Held for Sale, Net (11,403) --
Additions to Equipment & Furniture, Net (165,877) (120,769)
Additions to Rental Income Property, Net (8,800) (7,134)
Additions to Leasehold Improvements, Net (312,283) (52,543)
----------- -----------
Net Cash Used in Investing Activities (3,579,880) (1,497,481)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (320,126) (204,639)
Proceeds from Long Term Borrowings 775,000 3,920,000
Reduction in Short Term Borrowings, Net (720,000) (3,892,313)
Issuance of Common Stock 676,250 --
Sale of Treasury Stock 470,000 --
Purchase of Treasury Stock - (1,071)
Increase in Minority Interest 5,169 6,078
----------- -----------
Net Cash Provided by (Used In) Financing Activities 886,293 (171,945)
----------- -----------
NET INCREASE (DECREASE) IN CASH 12,616 (25,864)
CASH, Beginning of Period 21,137 52,772
----------- -----------
CASH, End of Period $ 33,753 $ 26,908
=========== ===========
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, 1997.
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 consists of office buildings, apartment
complexes, a warehouse and a warehouse/office facility and automobile parking
lots and garages.
2. Rental revenue is recognized on a straight-line basis over the term of
individual leases.
3. Interest of $66,941 and $6,386 was capitalized during the first three
months of 1998 and 1997, respectively.
4. Interest paid during the first three months of 1998 and 1997 for
long-term mortgages amounted to $839,642 and $575,653, respectively. Interest
paid to related party was $22,821 and $164,589 for the first three months of
1998 and 1997, respectively. Income taxes paid during the first three months
of 1998 and 1997 amounted to $8,082 and $28,000, respectively.
5. Certain prior quarter amounts have been reclassified to conform to the
1998 presentation.
6. 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 $4,007,392 net of tax effects of $1,482,735 is
reflected as a separate component of equity. The increase in the net
unrealized holding gain for the three months from December 31, 1997 to March
31, 1998 was $166,020, net of deferred taxes.
7. COMMITMENTS AND 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
<PAGE> 7
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.
Due to governmental regulations regarding asbestos and the uncertainty
surrounding the advantages and disadvantages of asbestos removal, Tower
Properties Company will continue to monitor the status of asbestos in its
commercial office buildings and will take appropriate action when required.
The cost to remove all asbestos from properties owned by Tower
Properties Company cannot be determined; however, these removal costs could
have a significant adverse impact on the future operations and liquidity of
Tower Properties Company
The Company has outstanding construction commitments of $1,094,117 as
of March 31, 1998.
8. PENDING LAND SALE:
In February, 1998 the Company entered into an agreement to sell
approximately 15 acres of land held for sale for $2,800,000 which will result
in a gain after taxes of approximately $1,700,000, when the transaction in
consummated.
9. STOCK BASED COMPENSATION:
In January, 1998, the Company's Chairman exercised 5,000 nonqualified
stock options granted in 1997 with an exercise price of $94.00 per share.
Treasury shares were used to satisfy the options.
Also in January, 1998, an additional 5,000 nonqualified stock options
were granted to the Chairman with an exercise price of $135.25. The options,
exercisable for five years from the date of grant were exercised in March,
1998. Additional shares were issued to satisfy the options.
The Company accounts for the options under APB No. 25, under which no
compensation cost has been recognized.
10. COMPREHENSIVE INCOME:
In June, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", effective for periods beginning after December 15,
1997. SFAS No. 130 requires the display of comprehensive income and its
components in the financial statements. The Company has adopted SFAS No. 130
for the three months ending March 31, 1998. Comprehensive income for the
Company includes net income and unrealized appreciation on available for sale
securities. The following table presents comprehensive income for the three
months ending March 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net Income $454,403 $337,504
Unrealized appreciation 166,020 (68,142)
(depreciation) on available for
sale securities (net of deferred
tax (expense) benefit of $(97,503) and
$27,662 for 1998 and 1997,
respectively)
Total Comprehensive Income $620,423 $269,362
</TABLE>
<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, 1998. 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. During 1997, the Company began
construction of an additional 140 units at the New Mark apartment complex.
The Company used the line of credit with Commerce Bank, N.A. to fund the
construction. In October, 1997, a $5,000,000 twenty-year term mortgage loan
was secured for this property from Ohio National. The proceeds of this loan
were used to reduce the line of credit. Also in October, 1997, the Company
secured a $6,750,000 fifteen-year mortgage loan on the 811 Main office
building. The proceeds from this loan were used to pay off the line of
credit and the remainder was invested in short term investments until it was
necessary to borrow additional funds to finance the low rise elevator
modernization and the replacement of the chiller and cooling towers in the
Commerce Tower office building. In March, 1998, the Company secured a
$775,000 eighteen-year mortgage loan on the expansion of the 9200 Cody
warehouse/office facility. The proceeds from this loan were used to reduce
the line of credit.
THREE MONTHS ENDED MARCH 31, 1998
COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 1997
RESULT OF OPERATIONS:
Overall total revenue increased $364,939. The following is an
explanation of the significant changes. Parking income increased 12% due to
the opening of the 601 Main surface parking lot in March, 1997, the increased
parking spaces due to the demolition of the Texaco station at 600 Main
parking lot and the increase in rental rates for all surface parking with
Commerce Bank for their employee parking, and the 40% increase due to the
<PAGE> 9
expansion of the 9200 Cody warehouse/office facility in October, 1997, offset
by the decrease in occupancy in the 811 Main commercial office building and
the vacancy of the 9909 Lakeview warehouse in October, 1997 are primarily
responsible for the $117,202 decrease in rental income. The increase in
management fees income and salary expense is comprised of the fee earned for
management of and lease commission earned for the Commerce Trust, Commerce
Bank and the Executive Plaza office buildings, the management fee income
earned from payroll due to the increase in management and building personnel
and the payment of the 1997 buyout accrual for the union construction
employees paid in January, 1998. The Company granted and received $242,589
for a Kansas City Power and Light easement on its 6601 College Boulevard
commercial office building location.
The increase in depreciation is the depreciation of the low rise
elevators in the Commerce Tower and the expansion of the 9200 Cody
warehouse/office facility. The decrease of $35,153 in maintenance and
repairs is primarily due to elevator and escalator repairs in the Commerce
Tower and the snow removal expense at Hillsborough and Peppertree apartment
complexes during 1997. The increase in taxes other than income is the
increase in the real estate assessment of the Commerce Tower and the Stanley
warehouse real estate taxes previously paid by the tenant in a triple net
lease.
The increase in interest is primarily the interest payments on the
Phase III New Mark apartments and the 811 Main building/garage mortgage loans
offset by the reduction of the line of credit interest expense and the
capitalized interest during construction of the Phase III New Mark
construction project. The vacancy of the 5th, 8th, 12th, 18th and 22nd
floor UtiliCorp space in the Commerce Tower building is primarily the result
of the decrease in amortization of leasehold improvements.
ENVIRONMENTAL ISSUES:
In accordance with Federal, State and local laws regarding asbestos,
Tower Properties Company is not required to remove, but will continue to
monitor the status of asbestos in its commercial office buildings.
The cost to remove all asbestos from properties owned by Tower
Properties Company can not been determined; however, these removal costs
could have a significant adverse impact on the future operations and
liquidity of Tower Properties Company.
AMERICANS WITH DISABILITIES ACT:
Congress passed the Americans With Disabilities Act (the Act) of 1990
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. There have been no costs incurred during the first quarter of 1998.
<PAGE> 10
YEAR 2000
The Company has assessed the key financial, information and operational
systems. Management does not anticipate that the Company will encounter
significant operational issues related to the year 2000. Furthermore, the
financial impact of making required systems changes is not expected to be
material to the Company's consolidated financial position, results of
operations or cash flows.
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
For the quarter ended March 31, 1998, 5,000 shares of common stock were
sold at a price of $94.00 per share and 5,000 shares of common stock were
sold at a price of $135.25 per share in private offerings exempt from
registration under section 4(2) of the Securities Act of 1933. The
securities were offered and sold to one person who is an Executive Officer
and Director of the issuer and an "accredited investor". The purchase price
was paid in cash and no discounts or commissions were paid in connection with
the sale. The stock was acquired pursuant to the exercise of non-qualified
stock options.
<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/ Thomas R. Willard
- ---------------------
Thomas R. Willard
President
/s/ Chester A. Wittwer, Jr.
- ---------------------------
Chester A. Wittwer, Jr.
Vice President
Date: May 15, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 33,753
<SECURITIES> 4,934,087
<RECEIVABLES> 1,202,235
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,988,164
<PP&E> 84,235,289
<DEPRECIATION> 30,104,401
<TOTAL-ASSETS> 73,786,465
<CURRENT-LIABILITIES> 3,240,077
<BONDS> 42,089,489
<COMMON> 0
0
183,430
<OTHER-SE> 26,656,743
<TOTAL-LIABILITY-AND-EQUITY> 73,786,465
<SALES> 0
<TOTAL-REVENUES> 4,602,878
<CGS> 0
<TOTAL-COSTS> 3,077,584
<OTHER-EXPENSES> 5,169
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 795,522
<INCOME-PRETAX> 724,603
<INCOME-TAX> 270,200
<INCOME-CONTINUING> 454,403
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 454,403
<EPS-PRIMARY> 2.59
<EPS-DILUTED> 2.58
</TABLE>
