<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 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.
182,868 shares of common stock
------------------------------
$1.00 par value per share, at October 15, 1999
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Investment in Commercial Properties:
Rental Property, Net $65,076,730 $66,184,736
Tenant Leasehold Improvements, Net 3,599,555 4,175,869
Equipment and Furniture, Net 3,845,163 4,221,000
Construction in Progress 8,719,278 2,900,811
----------- -----------
Commercial Properties, Net 81,240,726 77,482,416
Real Estate Held for Sale 396,453 430,717
Cash and Cash Equivalents 118,394 147,928
Investments At Market (Related Party) 3,788,981 4,552,133
Receivables 1,991,229 1,612,121
Prepaid Expenses and Other Assets 1,090,969 874,710
----------- -----------
TOTAL ASSETS $88,626,752 $85,100,025
=========== ===========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Liabilities:
Mortgage Notes $46,938,850 $41,072,416
Real Estate Bond Issue 6,400,000 6,400,000
Line of Credit (Related Party) 900,000 2,045,000
Accounts Payable and Other Liabilities 2,462,718 3,232,969
Deferred Income Taxes 2,570,096 2,867,725
Income Taxes Payable 126,078 64,673
----------- -----------
Total Liabilities 59,397,742 55,682,783
Commitments and Contingencies
Minority Interest -- 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 8,862,301 8,684,079
Unrealized Holding Gain for Securities 1,784,520 2,250,043
----------- -----------
29,287,732 29,389,865
Less Treasury Stock, At Cost (562 and
2,345 shares in 1999 and 1998, respectively) (58,722) (151,328)
----------- -----------
Total Stockholders' Investment 29,229,010 29,238,537
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $88,626,752 $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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
(UNAUDITED)
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
REVENUES
Rent $13,272,059 $11,636,430
Rent, Related Party 1,246,996 804,542
Management and Service Fees 49,361 65,562
Management and Service Fees, Related Party 458,465 297,684
Real Estate Sales/Proceeds from Easement 59,870 1,628,589
Interest and Other Income 363,146 244,248
----------- -----------
Total Revenues 15,449,897 14,677,055
----------- -----------
OPERATING EXPENSES
Operating Expenses 2,547,665 2,370,012
Maintenance and Repairs 4,679,029 2,260,727
Depreciation and Amortization 3,004,060 3,045,619
Taxes Other than Income 1,282,694 1,036,843
General, Administrative and Other 840,366 1,136,294
----------- -----------
Total Operating Expenses 12,353,814 9,849,495
OTHER EXPENSE
Interest (Including Related Party) 2,791,389 2,506,993
Net Income Before Minority Interest and
Provision for Income Taxes 304,694 2,320,567
Minority Interest In Income of Subsidiary (7,643) (13,850)
----------- -----------
Income Before Provision for Income Taxes 297,051 2,306,717
----------- -----------
PROVISION FOR INCOME TAXES
Currently Payable 118,829 904,996
----------- -----------
NET INCOME $ 178,222 $ 1,401,721
=========== ===========
Earnings Per Share:
Basic $ 0.98 $ 7.82
=========== ===========
Diluted $ 0.98 $ 7.82
=========== ===========
Weighted Average Common Shares Outstanding:
Basic 182,711 179,210
=========== ===========
Diluted 182,712 179,356
=========== ===========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
<CAPTION>
1999 1998
--------- ----------
<S> <C> <C>
NET INCOME $ 178,222 $1,401,721
Unrealized holding (losses) on marketable
equity securities arising during the year (763,152) (590,803)
Income tax benefit 297,629 230,413
Adjustment for tax rate change -- (74,876)
--------- ----------
Comprehensive income $(287,301) $ 966,455
========= ==========
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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
(UNAUDITED)
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 178,222 $ 1,401,721
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 2,134,885 1,943,003
Amortization of Leasehold Improvements 869,175 830,194
Amortization of Loan Costs 38,268 35,860
Asset Write-down (Law Library) -- 272,422
Change in Assets and Liabilities, Net:
Receivables (379,108) (230,016)
Prepaid Expenses and Other Assets (254,528) (30,405)
Accounts Payable and Other Liabilities (770,251) 1,329,531
Income Taxes Payable 61,405 532,450
----------- -----------
Net Cash Provided by Operating Activities 1,878,068 6,084,760
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction of New Mark Phase III -- (6,418,351)
(Increase) Decrease in Construction in Progress (5,818,467) 778,160
Net Change in Real Estate Held for Sale 34,264 (9,600)
Exchanged real estate escrow -- (951,722)
Net Change in Unrealized Gain for Securities (465,523) (435,266)
Net Change in Deferred Taxes on Related Party Investments (297,629) (155,536)
Net Change in Related Party Investments 763,152 590,803
Additions to Equipment & Furniture, Net (319,418) (494,122)
Additions to Rental Income Property, Net (331,623) (47,993)
Additions to Leasehold Improvements, Net (292,861) (853,396)
----------- -----------
Net Cash Used in Investing Activities (6,728,105) (7,997,023)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (1,133,566) (991,159)
Proceeds from Long Term Borrowings 7,000,000 775,000
Net Change in Short Term Borrowings, Net (1,145,000) 1,030,000
Issuance of Common Stock -- 676,250
Sale of Treasury Stock 312,000 470,000
Purchase of Treasury Stock (44,180) (11,757)
Treasury Shares to Directors 9,954 10,064
Increase (Decrease) in Minority Interest (178,705) 13,850
----------- -----------
Net Cash Provided by Financing Activities 4,820,503 1,972,248
----------- -----------
NET (DECREASE) INCREASE IN CASH (29,534) 59,985
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 147,928 84,255
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 118,394 $ 144,240
=========== ===========
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 SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
(UNAUDITED)
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
REVENUES
Rent $4,366,214 $4,043,974
Rent, Related Party 450,971 275,300
Management and Service Fees 3,713 301
Management and Service Fees, Related Party 236,937 93,968
Real Estate Sales/Proceeds from Easement 30 1,386,000
Interest and Other Income 124,538 106,543
---------- ----------
Total Revenues 5,182,403 5,906,086
---------- ----------
OPERATING EXPENSES
Operating Expenses 907,554 838,597
Maintenance and Repairs 1,560,998 836,736
Depreciation and Amortization 999,313 1,162,522
Taxes Other than Income 436,667 332,781
General, Administrative and Other 279,002 656,748
---------- ----------
Total Operating Expenses 4,183,534 3,827,384
OTHER EXPENSE
Interest (Including Related Party) 906,656 868,293
Net Income Before Minority Interest and
Provision for Income Taxes 92,213 1,210,409
Minority Interest In Income of Subsidiary (3,173) (5,833)
---------- ----------
Income Before Provision for Income Taxes 89,040 1,204,576
---------- ----------
PROVISION FOR INCOME TAXES
Currently Payable 35,954 472,016
---------- ----------
NET INCOME $ 53,086 $ 732,560
========== ==========
Earnings Per Share:
Basic $ 0.29 $ 4.05
========== ==========
Diluted $ 0.29 $ 4.05
========== ==========
Weighted Average Common Shares Outstanding:
Basic 182,869 181,059
========== ==========
Diluted 182,869 181,059
========== ==========
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 presentation 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 $158,296 and $97,449 was capitalized during the first nine
months of 1999 and 1998, respectively.
4. Interest paid during the first nine months of 1999 and 1998 for
long-term mortgages amounted to $2,686,960 and $2,521,448, respectively.
Interest paid to related party was $78,436 and $69,954 for the first nine
months of 1999 and 1998, respectively. Income taxes paid during the first
nine months of 1999 and 1998 amounted to $57,423 and $381,464, 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 $2,925,443 net of tax effects of $1,140,923 is
reflected as a separate component of equity. There was a decrease in the net
realized holding gain for the nine months from December 31, 1998 to September
30, 1999, of $465,523, net of deferred taxes, and an decrease in the net
unrealized holding gain of $318,516, net of deferred taxes, for the three
months from June 30, 1999 to September 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 $3,508,575 as of
September 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 $726,000. The Company has agreed to the modernization of
the elevators at the 811 Main Building for approximately $712,000 with the
project beginning in the fourth quarter of 1999 and completing in the third
quarter of 2000.
9. MERGER OF CONSOLIDATED SUBSIDIARY:
Effective September 24, 1999, the Company's 98.19 percent owned
subsidiary, Downtown Redevelopment Corporation (DRC) was merged into the
Company pursuant to the articles and plan of merger approved by the Boards of
Directors of DRC and the Company. As a result of the merger, minority
shareholders will receive cash of $1,360 per share upon presentation of their
DRC certificates to the Company. The Company employed the services of an
independent appraiser to value the minority interest in DRC. As of the
effective date of the merger, the minority interest in DRC has been eliminated
and the total purchase price of $300,220 is classified in accounts payable and
other liabilities in the accompanying balance sheet as of September 30, 1999.
10. TERMINATION OF TOWER PROPERTIES COMPANY RETIREMENT PLAN:
As of October 31, 1999, the Company terminated the defined benefit
retirement plan. In the opinion of management, the termination of the plan is
not expected to have a material impact on the financial statements.
<PAGE> 9
11. 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 nine months ended
September 30, 1999 and 1998:
<TABLE>
<CAPTION>
----------------------------------------------------------------------
- ----------------------
September 30, 1999
----------------------------------------------------------------------
- ----------------------
Commercial
Office Apartments Parking Other
Eliminating Total
---------- ---------- ---------- ---------- -----
- -------- ----------
<S> <C> <C> <C> <C> <C>
<C>
Revenue from external customers 9,375,684 4,451,512 1,162,562 460,139
- -- 15,449,897
Land sales -- -- -- 59,870
(59,870) --
Interest expense 1,286,205 1,190,501 -- 314,683
- -- 2,791,389
Depreciation and amortization 1,811,815 876,915 90,412 224,918
- -- 3,004,060
Income before tax & minority interest 2,273,623 (1,134,956) (365,776) (468,197)
- -- 304,694
Capital expenditures by segment 471,204 256,573 250,000 70,341
- -- 1,048,118
Identifiable segment assets 37,013,316 26,650,586 12,269,515 12,693,336
- -- 88,626,752
<CAPTION>
----------------------------------------------------------------------
- ----------------------
September 30, 1998
----------------------------------------------------------------------
- ----------------------
Commercial
Office Apartments Parking Other
Eliminating Total
---------- ---------- ---------- ---------- -----
- -------- ----------
<S> <C> <C> <C> <C> <C>
<C>
Revenue from external customers 7,451,410 3,849,825 1,212,080 2,163,740
- -- 14,677,055
Land sales 242,589 -- -- 1,386,000
(1,628,589) --
Interest expense 1,011,942 1,215,265 -- 279,786
- -- 2,506,993
Depreciation and amortization 1,908,876 814,306 90,936 231,501
- -- 3,045,619
Income before tax & minority interest 644,428 7,685 627,178 1,041,276
- -- 2,320,567
Capital expenditures by segment 1,081,169 228,774 193,808 147,867
(1,651,618) --
Identifiable segment assets 26,043,758 25,972,389 5,384,439 18,020,181
- -- 75,420,767
</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 nine months ended September
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 which was funded by $4,000,000 in 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 November, 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.
NINE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER, 1998
RESULT OF OPERATIONS:
Overall total revenue increased $772,842. 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 $1,563,321 of the total rental income increase of
$2,078,083. The completion of the Phase III New Mark apartments, an increase
in occupancy at the Hillsborough and Peppertree apartment complexes offset by
the decrease in occupancy in Phase I and II New Mark due to termite repairs,
loss of parking revenue due to repairs at the 710 Main parking garage and the
decrease in occupancy at the Barkley Place commercial office building
primarily accounts for the rest of the increase.
<PAGE> 11
Management and services fees, related party, increased due to the lease
commission fees earned on new leases for Commerce Bank properties. The
decrease in real estate sales/proceeds from easement is the 1998 easement
granted by the Company to Kansas City Power and Light on its 6601 College
Boulevard commercial office building location and the 1998 sale of 182 acres
of undeveloped land in the New Mark sub-division, offset by the 1999 sale of
7.48 acres. Interest and other income has increased due to the construction
fees earned on Commerce Bank properties 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 acquisition of the
UMB Bank commercial office building, offset by the 1998 asset write down of
the law library, is primarily responsible for the decrease in depreciation.
The completion of Phase III New Mark and the acquisition of UMB Bank is also
responsible for the increase in taxes other than income. Increased expenses
also relating to Phase III New Mark and UMB Bank as well as a decrease in
cost of sales, professional fees and insurance resulted in a decrease of
$295,298 in 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, the mortgage loan on the UMB Bank
building in April, 1999 offset by the increase in the 1999 capitalized
interest of $158,000 on construction as compared to $97,000 in 1998.
THREE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER, 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
$447,667 which represents 90% of the total increase in rental income of
$497,911. The completion of the Phase III New Mark apartments, loss of
parking revenue in 710 Main parking due to repairs and its exchange for the
700 Baltimore parking lot and the decrease in occupancy at the Barkley Place
commercial office building primarily accounts for the rest of the increase.
Management and service fee income, related party, increased due to commission
earned on new leases on Commerce Bank properties. The decrease in real estate
sales/proceeds from easement is the 1998 easement granted by the Company to
Kansas City Power and Light on its 6601 College Boulevard commercial office
building location and the 1998 sale of 182 acres of undeveloped land in the
New Mark sub-division, offset by the 1999 sale of 7.48 acres. Interest and
other income have increased due to the construction fees
<PAGE> 12
earned on Commerce Bank properties and department remodels and the interest
earned on short term investments.
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.
Depreciation and amortization decreased due to the completion of the Phase
III New Mark apartments and the UMB Bank commercial office building
acquisition offset by the 1998 asset write down of the law library. Taxes
other than income has increased due to the completion of Phase III New Mark
and the acquisition of UMB Bank. General, administrative and other expense
decreased due to the reduction in cost of sales, professional fees and
insurance.
Maintenance and repairs increased due to the termite repairs at the New
Mark Phase I & II, 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, offset
by the increase in capitalized interest.
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 nine 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 $3,788,981 of equity securities as of September 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 $231,128
effect on comprehensive income.
The Company has approximately $7,300,000 of variable rate debt as of
September 30, 1999. A 100 basis point change in each debt series benchmark
would impact net income on an annual basis by approximately $44,530.
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 has 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: November 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> SEP-30-1999
<CASH> 118,394
<SECURITIES> 3,788,981
<RECEIVABLES> 1,991,229
<ALLOWANCES> 0
<INVENTORY> 0
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0
0
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</TABLE>
