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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, 1999
--------------------------------
Commission File Number 0-18261
TOWER PROPERTIES COMPANY
------------------------
(Exact name of registrant as specified in its charter)
Missouri (43-1529759)
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(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.
182,981 shares of common stock
------------------------------
$1.00 par value per share, at April 15, 1999
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<TABLE>
<CAPTION>
TOWER PROPERTIES COMPANY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
1999 1998
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ASSETS
<S> <C> <C>
Investment in Commercial Properties:
Rental Property, Net $65,713,411 $66,184,736
Tenant Leasehold Improvements, Net 4,024,988 4,175,869
Equipment and Furniture, Net 4,070,346 4,221,000
Construction in Progress 3,953,985 2,900,811
------------- -------------
Commercial Properties, Net 77,762,730 77,482,416
Real Estate Held for Sale 430,717 430,717
Cash and Cash Equivalents 97,409 147,928
Investments At Market (Related Party) 4,123,697 4,552,133
Receivables 1,738,952 1,612,121
Prepaid Expenses and Other Assets 871,803 874,710
------------- -------------
Total Assets $85,025,308 $85,100,025
============= =============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Liabilities:
Mortgage Notes $40,719,490 $41,072,416
Real Estate Bond Issue 6,400,000 6,400,000
Line of Credit (Related Party) 3,445,000 2,045,000
Accounts Payable and Other Liabilities 2,100,038 3,232,969
Deferred Income Taxes 2,700,635 2,867,725
Income Taxes Payable 88,110 64,673
------------- -------------
Total Liabilities 55,453,273 55,682,783
Commitments and Contingencies
Minority Interest 181,965 178,705
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, Unchanged 183,430 183,430
Paid-In Capital 18,454,098 18,272,313
Retained Earnings 8,796,502 8,684,079
Unrealized Holding Gain for Securities 1,988,697 2,250,043
------------- -------------
29,422,727 29,389,865
Less Treasury Stock, At Cost (419 and
2,345 shares in 1999 and 1998, respectively) (32,657) (151,328)
------------- -------------
Total Stockholders' Investment 29,390,070 29,238,537
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $85,025,308 $85,100,025
============= =============
The accompanying notes are an integral part of these consolidated balance sheets.
</TABLE>
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<TABLE>
<CAPTION>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998
(UNAUDITED)
1999 1998
------------ ------------
<S> <C> <C>
REVENUES
Rent $4,402,573 $3,723,678
Rent,Related Party 386,729 239,086
Management and Service Fees 30,291 72,382
Management and Services Fees, Related Party 92,987 110,440
Real Estate Sales/Proceeds from Easement - 242,589
Interest and Other Income 95,666 69,418
------------ ------------
Total Revenues 5,008,246 4,457,593
------------ ------------
OPERATING EXPENSES
Operating Expenses 828,730 789,372
Maintenance and Repairs 1,374,258 665,834
Depreciation and Amortization 1,003,740 915,427
Taxes Other than Income 422,991 352,031
General, Administrative and Other 258,532 209,635
------------ ------------
Total Operating Expenses 3,888,251 2,932,299
OTHER EXPENSE
Interest (Including Related Party) 930,354 795,522
Net Income Before Minority Interest and
Provision for Income Taxes 189,641 729,772
Minority Interest In Income of Subsidiary (3,260) (5,169)
------------ ------------
Income Before Provision for Income Taxes 186,381 724,603
------------ ------------
PROVISION FOR INCOME TAXES
Currently Payable 73,958 270,200
------------ ------------
NET INCOME $112,423 $454,403
============ ============
Earnings Per Share:
Basic $0.62 $2.59
============ ============
Diluted $0.62 $2.58
============ ============
Weighted Average Common Shares Outstanding:
Basic 182,291 175,478
============ ============
Diluted 182,293 175,916
============ ============
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
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<TABLE>
<CAPTION>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDING MARCH 31, 1999 AND MARCH 31, 1998
1999 1998
----------- -----------
<S> <C> <C>
NET INCOME $ 112,423 $ 454,403
Unrealized holding gains (losses) on marketable
equity securities arising during the year (428,436) 263,523
Income tax benefit (expense) 167,090 (102,774)
Adjustment for tax rate change - 5,271
------------ ------------
Comprehensive income $(148,923) $ 620,423
============ ============
The accompanying notes are an integral part of these statements.
</TABLE>
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<TABLE>
<CAPTION>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998
(UNAUDITED)
1999 1998
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 112,423 $ 454,403
Adjustments to Reconcile Net Income to Net Cash
Provided by (Used in) Operating Activities:
Depreciation 714,015 614,205
Amortization of Leasehold Improvements 289,725 301,222
Change in Assets and Liabilities, Net:
Receivables (126,831) (84,358)
Prepaid Expenses and Other Assets 2,907 14,104
Accounts Payable and Other Liabilities (1,132,931) 1,144,509
Deferred Income Taxes (167,090) 97,503
Income Taxes Payable 23,437 262,118
-------------- --------------
Net Cash Provided by (Used in) Operating Activities (284,345) 2,803,706
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in Construction in Progress (1,053,174) (3,081,517)
Additions to Real Estate Held for Sale, Net -- (11,403)
Net Change in Unrealized Gain for Securities (261,346) 166,020
Net Change in Related Party Investments 428,436 (263,523)
Additions to Equipment & Furniture, Net (82,920) (165,877)
Additions to Rental Income Property, Net (9,116) (8,800)
Additions to Leasehold Improvements, Net (138,844) (312,244)
-------------- --------------
Net Cash Used in Investing Activities (1,116,964) (3,677,344)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (352,926) (320,126)
Proceeds from Long Term Borrowings -- 775,000
Net Change in Short Term Borrowings, Net 1,400,000 (720,000)
Issuance of Common Stock -- 676,250
Sale of Treasury Stock 312,000 470,000
Purchase of Treasury Stock (11,544) --
Increase in Minority Interest 3,260 5,169
-------------- --------------
Net Cash Provided by Financing Activities 1,350,790 886,293
-------------- --------------
NET INCREASE (DECREASE) IN CASH (50,519) 12,655
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 147,928 84,255
-------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 97,409 $ 96,910
============== ==============
The accompanying notes are an integral part of these statements.
</TABLE>
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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 $43,018 and $66,941 was capitalized during the first
three months of 1999 and 1998, respectively.
4. Interest paid during the three months of 1999 and 1998 for long-term
mortgages amounted to $828,656 and $839,642, respectively. Interest paid to
related party was $58,398 and $22,821 for the first three months of 1999
and 1998, respectively. Income taxes paid during the first three months of
1999 and 1998 amounted to $50,821 and $8,082, respectively.
5. Certain prior quarter amounts have been reclassified to conform to
the 1999 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 $3,260,159 net of tax effects of $1,271,462 is
reflected as a separate component of equity. The decrease in the net
unrealized holding gain for the three months from December 31, 1998 to
March 31, 1999 was $261,346, net of deferred taxes.
7. PENDING LAND SALE:
The Company entered into two agreements to sell approximately 19 acres
of land held for sale for $185,000, which will result in a gain of
approximately $113,000 when
<PAGE> 7
the transactions are consummated. 7.48 acres were sold in April, 1999 in the
amount of $59,840, with the balance to close in the second or third quarter.
8. 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.
9. 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 $7,615,000 as
of March 31, 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 $1,159,000. The Company has agreed to $325,000 in repairs
at the 710 Main Garage. Both projects should be completed by the end of the
second quarter 1999.
<PAGE> 8
10. BUSINESS SEGMENTS
In 1998 the Company adopted Statement of Financial Accounting Standards No.
131, "Disclosures About Segments of anEnterprise 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 three months ended
March 31, 1999 and 1998:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
March 31, 1999
--------------------------------------------------------------------------------
Commercial
Office Apartments Parking Other Eliminating Total
------------ ----------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenue from external customers 2,873,581 1,468,400 398,960 267,305 -- 5,008,246
Land sales -- -- -- -- -- --
Interest expense 355,945 400,315 -- 174,094 -- 930,354
Depreciation and amortization 604,429 292,305 30,702 76,304 -- 1,003,740
Segment net income before tax 625,379 (175,440) (109,551) (150,747) -- 189,641
Capital expenditures by segment 167,672 42,242 -- 32,468 (242,382) --
Identifiable segment assets 36,990,736 26,008,665 5,650,561 16,375,346 -- 85,025,308
<CAPTION>
--------------------------------------------------------------------------------
March 31, 1999
--------------------------------------------------------------------------------
Commercial
Office Apartments Parking Other Eliminating Total
------------ ----------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Revenue from external customers 2,752,874 1,224,368 407,984 72,367 -- 4,457,593
Land sales 242,589 -- -- -- (242,589) --
Interest expense 340,795 439,439 -- 15,288 -- 795,522
Depreciation and amortization 578,416 227,199 34,689 75,123 -- 915,427
Segment net income before tax 556,746 23,773 207,268 (58,015) -- 729,772
Capital expenditures by segment 385,011 60,125 1,103 52,542 (498,781) --
Identifiable segment assets 26,568,483 19,987,002 5,588,254 21,642,726 -- 73,786,465
</TABLE>
<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 line of credit with Commerce Bank, N.A. The Company
has not experienced liquidity problems during the three months ended March
31, 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
$2,700,000 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 with 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. The Company has arranged permanent financing of $7,000,000
from Business Men's Assurance at a fixed rate of 6.9%. The loan closed in
April, 1999 and the proceeds were used to pay off the line of credit and the
balance was invested in short-term money market accounts. These funds will
be disbursed in the future for major repairs at the 710 Garage, New Mark
apartments and the continued construction of the Tower Parking garage.
THREE MONTHS ENDED MARCH 31, 1999
COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 1998
RESULT OF OPERATIONS:
Total revenue increased $550,653. 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 a $585,225 increase in rental income. 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 for an easement on its
6601 College Boulevard commercial office building location.
The increase in operating expenses, taxes other than income and general,
administrative and other are a direct result of the completion of the Phase
III New Mark apartments and the December, 1998 acquisition of the UMB Bank
commercial office
<PAGE> 10
building. Maintenance and repairs increased primarily due to the termite
repair at New Mark Phase I & II, 710 Main garage repairs, the completion of the
Phase III New Mark and the acquisition of the UMB Bank building.
Interest expense, including related party, increased due to the
following factors: the mortgage loan on the 9200 Cody expansion closed in
March, 1998, the interest expense on the IRB issue and the increase in
related party line of credit.
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 three months of 1999.
MARKET RISK DISCLOSURE
The Company is exposed to various market risks, including equity
investment prices and interest rates.
The Company has $4,123,697 of equity securities as of March 31, 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 $251,545 effect on comprehensive income.
The Company has approximately $9,845,000 of variable rate debt as of
March 31, 1999. A 100 basis point change in each debt series benchmark would
impact net income on an annual basis by approximately $60,055.
<PAGE> 11
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, 2000. 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 issued 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 by the U.S. Government's deadline
of June 30, 1999. Most of our utilities have manual override alternatives
should any interruption occur.
<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/ Robert C. Harvey, III
- -------------------------
Robert C. Harvey, III
Vice President and Chief Financial Officer
Date: May 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> MAR-31-1999
<CASH> 97,409
<SECURITIES> 4,123,697
<RECEIVABLES> 1,738,952
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,810,834
<PP&E> 101,124,079
<DEPRECIATION> 31,430,322
<TOTAL-ASSETS> 85,025,308
<CURRENT-LIABILITIES> 5,633,148
<BONDS> 47,119,490
<COMMON> 183,430
0
0
<OTHER-SE> 29,206,640
<TOTAL-LIABILITY-AND-EQUITY> 85,025,308
<SALES> 0
<TOTAL-REVENUES> 5,008,246
<CGS> 0
<TOTAL-COSTS> 3,888,251
<OTHER-EXPENSES> 3,260
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 930,354
<INCOME-PRETAX> 186,381
<INCOME-TAX> 73,958
<INCOME-CONTINUING> 112,423
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 112,423
<EPS-PRIMARY> 0.62
<EPS-DILUTED> 0.62
</TABLE>
