<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, 1999
-------------------------------
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.
182,870 shares of common stock
------------------------------
$1.00 par value per share, at July 15, 1999
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------- -------------
ASSETS
<S> <C> <C>
Investment in Commercial Properties:
Rental Property, Net $65,246,888 $66,184,736
Tenant Leasehold Improvements, Net 3,841,166 4,175,869
Equipment and Furniture, Net 3,982,756 4,221,000
Construction in Progress 5,875,364 2,900,811
------------- -------------
Commercial Properties, Net 78,946,174 77,482,416
Real Estate Held for Sale 396,453 430,717
Cash and Cash Equivalents 2,113,389 147,928
Investments At Market (Related Party) 4,311,137 4,552,133
Receivables 2,006,386 1,612,121
Prepaid Expenses and Other Assets 819,617 874,710
------------- -------------
TOTAL ASSETS $88,593,156 $85,100,025
============= =============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Liabilities:
Mortgage Notes $47,318,224 $41,072,416
Real Estate Bond Issue 6,400,000 6,400,000
Line of Credit (Related Party) -- 2,045,000
Accounts Payable and Other Liabilities 2,333,125 3,232,969
Deferred Income Taxes 2,773,737 2,867,725
Income Taxes Payable 90,139 64,673
------------- -------------
Total Liabilities 58,915,225 55,682,783
Commitments and Contingencies
Minority Interest 183,175 178,705
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
183,430 Shares 183,430 183,430
Paid-In Capital 18,457,481 18,272,313
Retained Earnings 8,809,215 8,684,079
Unrealized Holding Gain for Securities 2,103,036 2,250,043
------------- -------------
29,553,162 29,389,865
Less Treasury Stock, At Cost (560 and
2,345 shares in 1999 and 1998, respectively) (58,406) (151,328)
------------- -------------
Total Stockholders' Investment 29,494,756 29,238,537
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $88,593,156 $85,100,025
============= =============
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, 1999 AND JUNE 30, 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------- ------------
REVENUES
<S> <C> <C>
Rent $ 8,905,845 $7,641,531
Rent, Related Party 796,025 480,167
Management and Service Fees 45,648 65,261
Management and Service Fees, Related Party 221,528 203,716
Real Estate Sales/Proceeds from Easement 59,840 242,589
Interest and Other Income 238,608 137,705
------------- ------------
Total Revenues 10,267,494 8,770,969
------------- ------------
OPERATING EXPENSES
Operating Expenses 1,640,111 1,531,415
Maintenance and Repairs 3,118,031 1,423,991
Depreciation and Amortization 2,004,747 1,883,097
Taxes Other than Income 846,027 704,062
General, Administrative and Other 561,364 479,546
------------- ------------
Total Operating Expenses 8,170,280 6,022,111
OTHER EXPENSE
Interest (Including Related Party) 1,884,733 1,638,700
Net Income Before Minority Interest and
Provision for Income Taxes 212,481 1,110,158
Minority Interest In Income of Subsidiary (4,470) (8,017)
------------- ------------
Income Before Provision for Income Taxes 208,011 1,102,141
------------- ------------
PROVISION FOR INCOME TAXES
Currently Payable 82,875 432,980
------------- ------------
NET INCOME $ 125,136 $ 669,161
============= ============
Earnings Per Share:
Basic $ 0.69 $ 3.75
============= ============
Diluted $ 0.69 $ 3.75
============= ============
Weighted Average Common Shares Outstanding:
Basic 182,631 178,271
============= ============
Diluted 182,633 178,490
============= ============
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<PAGE> 4
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDING JUNE 30, 1999 AND JUNE 30, 1998
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
NET INCOME $125,136 $669,161
Unrealized holding gains (losses) on marketable
equity securities arising during the year (240,996) 371,907
Income tax benefit (expense) 93,989 (145,044)
Adjustment for tax rate change -- (74,876)
---------- ----------
Comprehensive income $(21,871) $821,148
========== ==========
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 SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 125,136 $ 669,161
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 1,425,297 1,281,581
Amortization of Leasehold Improvements 579,450 601,516
Change in Assets and Liabilities, Net:
Receivables (394,265) (83,100)
Prepaid Expenses and Other Assets 29,581 43,150
Accounts Payable and Other Liabilities (899,844) 703,182
Income Taxes Payable 25,466 235,434
------------- -------------
Net Cash Provided by Operating Activities 890,821 3,450,924
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction of New Mark Phase III -- (6,418,351)
(Increase) Decrease in Construction in Progress (2,974,553) 2,231,104
Net Change in Real Estate Held for Sale 34,264 (18,910)
Net Change in Unrealized Gain for Securities (147,007) 151,987
Net Change in Deferred Taxes on Related Party Investments (93,988) 219,921
Net Change in Related Party Investments 240,996 (371,907)
Additions to Equipment & Furniture, Net (226,171) (291,801)
Additions to Rental Income Property, Net (23,034) (8,800)
Additions to Leasehold Improvements, Net (244,747) (661,928)
------------- -------------
Net Cash Used in Investing Activities (3,434,240) (5,168,685)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (754,192) (652,137)
Amortization of Loan Costs 25,512 23,634
Proceeds from Long Term Borrowings 7,000,000 775,000
Net Change in Short Term Borrowings, Net (2,045,000) 430,000
Issuance of Common Stock -- 676,250
Sale of Treasury Stock 312,000 470,000
Purchase of Treasury Stock (43,864) (1,160)
Treasury Shares to Directors 9,954 10,064
Increase in Minority Interest 4,470 8,018
------------- -------------
Net Cash Provided by Financing Activities 4,508,880 1,739,669
------------- -------------
NET INCREASE IN CASH 1,965,461 21,908
CASH and CASH EQUIVALENTS, BEGINNING OF PERIOD 147,928 84,255
------------- -------------
CASH and CASH EQUIVALENTS, END OF PERIOD $ 2,113,389 $ 106,163
============= =============
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE> 6
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
REVENUES
Rent $4,503,272 $3,917,853
Rent, Related Party 409,296 241,081
Management and Service Fees 15,357 (7,121)
Management and Service Fees, Related Party 128,541 93,276
Real Estate Sales/Proceeds from Easement 59,840 --
Interest and Other Income 142,942 68,287
------------ ------------
Total Revenues 5,259,248 4,313,376
------------ ------------
OPERATING EXPENSES
Operating Expenses 811,381 742,043
Maintenance and Repairs 1,743,773 758,157
Depreciation and Amortization 1,001,007 967,670
Taxes Other than Income 423,036 352,031
General, Administrative and Other 302,832 269,911
------------ ------------
Total Operating Expenses 4,282,029 3,089,812
OTHER EXPENSE
Interest (Including Related Party) 954,379 843,178
Net Income Before Minority Interest and
Provision for Income Taxes 22,840 380,386
Minority Interest In Income of Subsidiary (1,210) (2,848)
------------ ------------
Income Before Provision for Income Taxes 21,630 377,538
------------ ------------
PROVISION FOR INCOME TAXES
Currently Payable 8,917 162,780
------------ ------------
NET INCOME $ 12,713 $ 214,758
============ ============
Earnings Per Share:
Basic $ 0.07 $ 1.19
============ ============
Diluted $ 0.07 $ 1.19
============ ============
Weighted Average Common Shares Outstanding:
Basic 182,967 181,032
============ ============
Diluted 182,967 181,032
============ ============
The accompanying notes are an integral part of these consolidated 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, 1998.
The Company is primarily engaged in owning, developing, leasing and
managing real property located in Johnson County, Kansas and Clay, Jackson and
St. Louis 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 $67,264 and $94,122 was capitalized during the first six
months of 1999 and 1998, respectively.
4. Interest paid during the first six months of 1999 and 1998 for long-term
mortgages amounted to $1,758,865 and $1,684,693, respectively. Interest paid
to related party was $74,087 and $48,129 for the first six months of 1999 and
1998, respectively. Income taxes paid during the first six months of 1999 and
1998 amounted to $57,409 and $197,546, respectively.
5. Certain prior quarter amounts have been reclassified to conform to the
1999 presentation.
6. 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 $3,447,600 net of tax effects of $1,344,564 is
reflected as a separate component of equity. There was a decrease in the net
realized holding gain for the six months from December 31, 1998 to June 30,
1999, of $147,007, net of deferred taxes, and an increase in the net
unrealized holding gain of $114,339, net of deferred taxes, for the three
months from March 31, 1999 to June 30, 1999.
<PAGE> 8
7. STOCK BASED COMPENSATION:
In January, 1999, the Company's Chairman exercised 2,000 nonqualified
stock options granted in 1999 with an exercise price of $156.00 per share.
Treasury shares were used to satisfy the options. The Company accounts for
the options under APB No. 25, under which no compensation cost has been
recognized.
8. COMMITMENTS AND CONTINGENCIES:
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 $5,910,000 as of
June 30, 1999. The Company also has an extraordinary repair project at Phase
I & II of the New Mark apartment complex due to sudden termite damage in the
amount of $1,334,000. The Company has agreed to the modernization of the
elevators at the 811 Main Building for approximately $608,000 with the project
beginning in the fourth quarter of 1999 and completing in the third quarter of
2000.
<PAGE> 9
9. BUSINESS SEGMENTS
In 1998 the Company adopted Statement of Financial Accounting Standards
No. 131, "Disclosures About Segments of an Enterprise and Related
Information". This statement requires the Company to define and report the
Company's business based on how management currently evaluates its business.
The Company groups its operations into three business segments,
commercial office, apartments, and parking. The Company's business segments
are separate business units that offer different real estate services. The
accounting policies for each segment are the same as those described in the
summary of significant accounting policies.
Following is information for each segment for the six months ended June
30, 1999 and 1998:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
JUNE 30, 1999
----------------------------------------------------------------------------------
COMMERCIAL
OFFICE APARTMENTS PARKING OTHER ELIMINATING TOTAL
------------ ------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
REVENUE FROM EXTERNAL CUSTOMERS 6,275,654 2,962,609 810,992 218,239 -- 10,267,494
LAND SALES -- -- -- 59,840 (59,840) --
INTEREST EXPENSE 844,261 801,226 -- 239,245 -- 1,884,733
DEPRECIATION AND AMORTIZATION 1,208,122 584,610 61,404 150,611 -- 2,004,747
SEGMENT NET INCOME BEFORE TAX &
MINORITY INTEREST 1,636,060 (564,993) (368,779) (489,806) -- 212,481
CAPITAL EXPENDITURES BY SEGMENT 338,384 113,617 -- 53,454 (505,455) --
IDENTIFIABLE SEGMENT ASSETS 36,545,842 25,781,951 5,619,859 7,915,108 -- 88,593,156
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
JUNE 30, 1998
----------------------------------------------------------------------------------
COMMERCIAL
OFFICE APARTMENTS PARKING OTHER ELIMINATING TOTAL
------------ ------------ ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
REVENUE FROM EXTERNAL CUSTOMERS 5,406,904 2,483,059 834,787 46,220 -- 8,770,969
LAND SALES 242,589 -- -- -- (242,589) --
INTEREST EXPENSE 678,378 813,352 -- 146,970 -- 1,638,700
DEPRECIATION AND AMORTIZATION 1,155,904 507,569 69,378 150,246 -- 1,883,097
SEGMENT NET INCOME BEFORE TAX &
MINORITY INTEREST 1,020,405 (810) 396,712 (306,149) -- 1,110,158
CAPITAL EXPENDITURES BY SEGMENT 807,378 110,355 2,277 72,068 (992,078) --
IDENTIFIABLE SEGMENT ASSETS 26,469,791 19,829,984 5,554,739 8,513,519 -- 74,471,339
</TABLE>
<PAGE> 10
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 six months ended June 30,
1999. 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. The Company
closed land sales in the amount of $1,400,000 in September, 1998 and
$2,600,000 in October, 1998. The proceeds were held by an exchange
corporation with the intention of enacting a tax-free exchange. The Company
identified the UMB Bank commercial office building, located in Clayton,
Missouri as a target exchange property and purchased the property in
December, 1998 for $9,400,000. The $4,000,000 generated from the land sales
and $5,400,000 in cash drawn on the Company's line of credit. In the
transaction, Tower also acquired the right to issue $6,400,000 in low
interest industrial revenue bonds. These proceeds were used to reduce the
line of credit. In April, 1999, the Company secured a $7,000,000 twenty-year
mortgage loan from Business Men's Assurance at a fixed rate of 6.9%. The
proceeds of this loan were be used to pay off the line of credit and the
balance invested in short-term money market accounts. The Company has
arranged permanent financing for Phase IV of the New Mark apartments in the
amount of $1,045,000 from Ohio National Life Insurance at a fixed rate of
7.78%. The loan will close in August, 1999 and the proceeds will be invested
in short-term money market accounts until needed for the major repairs at the
New Mark apartments and the continued construction of the Tower Parking
garage.
<PAGE> 11
SIX MONTHS ENDED JUNE 30, 1999
COMPARED WITH THE SIX MONTHS ENDED JUNE, 1998
RESULT OF OPERATIONS:
Overall total revenue increased $1,496,525. Increased occupancy in the
Commerce Tower and 811 Main commercial office buildings and the December 1,
1998 acquisition of the UMB Bank commercial office building in Clayton,
Missouri resulted in $1,115,655 of the total rental income increase of
$l,580,172. The completion of the Phase III New Mark apartments, an increase
in occupancy at the Hillsborough apartment complex offset by the decrease in
Phase I New Mark due to the termite repairs primarily accounts for the rest
of the increase. The decrease in real estate sales/proceeds from easement is
the 1998 easement granted by the Company to Kansas City Power and Light
easement on its 6601 College Boulevard commercial office building location,
offset by the sale of 7.48 acres of undeveloped land in the New Mark
sub-division. Interest and other income has increased due to the construction
fees earned on Commerce Bank property and department remodels and the interest
earned on short term investments.
The increase in operating expenses is primarily due to the increase in
management personnel needed to support the management contract for the
Commerce Trust, Commerce Bank and the Executive Plaza office buildings. The
completion of the Phase III New Mark apartments and the UMB Bank commercial
office building is primarily responsible for the increase in depreciation,
taxes other than income and general, administrative and other expense.
Maintenance and repairs increased due to the termite repairs at the New
Mark Phase I & II, 710 Main garage repairs, the completion of the Phase III
New Mark and the acquisition of the UMB Bank commercial office building. The
increase in interest expense, including related party, is primarily the
interest payments on the 9200 expansion mortgage loan closed in March, 1998,
the interest expense on the IRB issue, and the mortgage loan on the UMB Bank
building.
THREE MONTHS ENDED JUNE 30, 1999
COMPARED WITH THE THREE MONTHS ENDED JUNE, 1998
RESULT OF OPERATIONS:
Increased occupancy in the Commerce Tower and 811 Main commercial office
buildings and the December 1, 1998 acquisition of the UMB Bank commercial
office building in Clayton, Missouri resulted in increased revenue of
$523,848 which represents 70% of the total increase in rental income of
$753,634. The completion of the Phase III New Mark apartments, an increase
in occupancy at the Hillsborough apartment complex offset by the decrease in
Phase I New Mark due to the termite repairs primarily accounts for the rest
of the 30% increase. Management and service fee income increased due to
commission earned on new leases on Commerce Bank property. The increase in
real estate sales/proceeds from easement and other expense in the sale of
7.48 acres of undeveloped land in the New Mark sub-division. Interest and
other income has increased due to the construction fees earned on Commerce
Bank property and department remodels and the interest earned on short term
investments.
<PAGE> 12
The increase in operating expense is primarily due to the increase in
management personnel needed to support the management contract for the
Commerce Trust, Commerce Bank and the Executive Plaza office buildings. The
completion of the Phase III New Mark apartments and the UMB Bank commercial
office building is primarily responsible for the increase in depreciation,
taxes other than income and general, administrative and other expense.
Maintenance and repairs increased due to the termite repairs at the New
Mark Phase I & II, 710 Main garage repairs, the completion of the Phase III
New Mark and the acquisition of the UMB Bank commercial office building. The
increase in interest expense, including related party, is primarily the
interest payments on the 9200 expansion mortgage loan, the interest expense
on the IRB issue and the mortgage loan on the UMB Bank building closed in
April, 1999.
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 six months of
1999.
MARKET RISK DISCLOSURE
The Company is exposed to various market risks, including equity
investment prices and interest rates.
<PAGE> 13
The Company has $4,311,137 of equity securities as of June 30, 1999.
These investments are not hedged and are exposed to the risk of changing
market prices. The Company classifies these securities as
"available-for-sale" for accounting purposes and marks them to market on the
balance sheet at the end of each period. Management estimates that its
investments will generally be consistent with trends and movements of the
overall stock market excluding any unusual situations. An immediate 10% change
in the market price of our equity securities would have a $262,979 effect on
comprehensive income.
The Company has approximately $6,400,000 of variable rate debt as of
June 30, 1999. A 100 basis point change in each debt series benchmark would
impact net income on an annual basis by approximately $39,040.
PRONOUNCEMENTS ISSUED BUT NOT YET EFFECTIVE
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133). This statement establishes accounting and reporting
standards requiring that every derivative instrument, including certain
derivative instruments embedded in other contracts, be recorded in the
balance sheet at its fair value. SFAS 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. The Company will adopt SFAS 133 no later
than January 1, 2002. Management is currently evaluating the impact that
adoption of SFAS 133 will have on the Company's financial position and
results of operations.
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. Our elevator and
heating and cooling systems have been deemed Year 2000 compliant by our
respective vendors. We have successfully completed tests on these systems
without failures. All of our office systems have been upgraded to Year 2000
compliant software. Furthermore, the financial impact of making required
systems changes has not been material to the Company's consolidated financial
position, results of operations or cash flows.
Our greatest exposure for problems is our reliance on our utility
providers. While none will guarantee service without disruption, all of the
utilities expect to be Year 2000 compliant. Most of our utilities have
manual override alternatives should any interruption occur.
<PAGE> 14
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/ Robert C. Harvey, III
- -------------------------
Robert C. Harvey, III
Vice President and Chief Financial Officer
Date: August 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,113,389
<SECURITIES> 4,311,137
<RECEIVABLES> 2,006,386
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,967,059
<PP&E> 101,644,515
<DEPRECIATION> 32,018,418
<TOTAL-ASSETS> 88,593,156
<CURRENT-LIABILITIES> 2,423,264
<BONDS> 53,718,224
<COMMON> 183,430
0
0
<OTHER-SE> 29,311,326
<TOTAL-LIABILITY-AND-EQUITY> 88,593,156
<SALES> 0
<TOTAL-REVENUES> 10,267,494
<CGS> 0
<TOTAL-COSTS> 10,055,013
<OTHER-EXPENSES> 4,470
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,884,733
<INCOME-PRETAX> 208,011
<INCOME-TAX> 82,875
<INCOME-CONTINUING> 125,136
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125,136
<EPS-BASIC> 0.69
<EPS-DILUTED> 0.69
</TABLE>
