<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 March 31, 2000
--------------------------------
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 Zip Code
executive offices)
(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.
182,782 shares of common stock
--------------------------------------------
$1.00 par value per share, at April 15, 2000
<PAGE> 2
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
<CAPTION>
(UNAUDITED)
2000 1999
---------------- ---------------
<S> <C> <C>
ASSETS
Investment in Commercial Properties:
Rental Property, Net $75,565,796 $76,109,334
Tenant Leasehold Improvements, Net 3,536,908 3,871,804
Equipment and Furniture, Net 3,915,232 4,068,565
Construction in Progress 1,174,837 1,266,623
--------------- ---------------
Commercial Properties, Net 84,192,773 85,316,326
Real Estate Held for Sale 396,453 396,453
Cash and Cash Equivalents 195,472 145,362
Investments At Market (Related Party) 3,507,471 3,809,718
Receivables 1,872,088 2,555,254
Prepaid Expenses and Other Assets 1,179,659 1,200,207
--------------- ---------------
TOTAL ASSETS $91,343,916 $93,423,320
=============== ===============
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Liabilities:
Mortgage Notes $47,135,130 $47,567,080
Real Estate Bond Issue 6,400,000 6,400,000
Line of Credit (Related Party) 3,716,000 5,065,030
Accounts Payable and Other Liabilities 2,419,434 2,837,461
Deferred Income Taxes 2,288,719 2,406,595
Income Taxes Payable 171,307 --
--------------- ---------------
Total Liabilities 62,130,590 64,276,166
Commitments and Contingencies
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 18,460,693 18,460,693
Retained Earnings 9,031,607 8,760,535
Other Comprehensive Income 1,612,799 1,797,170
--------------- ---------------
29,288,530 29,201,828
Less Treasury Stock, At Cost (648 and
516 shares in 2000 and 1999, respectively) (75,204) (54,674)
--------------- ---------------
Total Stockholders' Investment 29,213,326 29,147,154
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $91,343,916 $93,423,320
=============== ===============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE> 3
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999
(UNAUDITED)
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
REVENUES
Rent $4,477,882 $4,402,573
Rent, Related Party 422,145 386,729
Management and Service Fees 195 130
Management and Services Fees, Related Party 116,910 121,391
Interest and Other Income 155,748 97,423
-------------- --------------
Total Revenues 5,172,880 5,008,246
-------------- --------------
OPERATING EXPENSES
Operating Expenses 937,746 828,730
Maintenance and Repairs 917,629 1,374,258
Depreciation and Amortization 1,107,051 1,003,740
Taxes Other than Income 413,102 422,991
General, Administrative and Other 274,022 258,532
-------------- --------------
Total Operating Expenses 3,649,550 3,888,251
OTHER EXPENSE
Interest (Including Related Party) 1,078,950 930,354
Income Before Minority Interest and
Provision for Income Taxes 444,379 189,641
Minority Interest In Income of Subsidiary -- (3,260)
-------------- --------------
Income Before Provision for Income Taxes 444,379 186,381
-------------- --------------
PROVISION FOR INCOME TAXES
Currently Payable 173,307 73,958
-------------- --------------
NET INCOME $ 271,072 $ 112,423
============== ==============
Earnings Per Share:
Basic $ 1.48 $ 0.62
============== ==============
Diluted $ 1.48 $ 0.62
============== ==============
Weighted Average Common Shares Outstanding:
Basic 182,835 182,291
============== ==============
Diluted 182,835 182,293
============== ==============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE> 4
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999
<CAPTION>
2000 1999
------------- -------------
<S> <C> <C>
NET INCOME $ 271,072 $ 112,423
Unrealized holding (losses) on marketable
equity securities arising during the year (302,247) (428,436)
Deferred Income tax benefit 117,876 167,090
------------- -------------
Comprehensive Income (loss) $ 86,702 $(148,923)
============= =============
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE> 5
<TABLE>
TOWER PROPERTIES COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999
(UNAUDITED)
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 271,072 $ 112,423
Adjustments to Reconcile Net Income to Net Cash
Provided by (Used in) Operating Activities:
Depreciation 772,155 714,015
Amortization of Leasehold Improvements 334,896 289,725
Change in Assets and Liabilities, Net:
Receivables 683,166 (126,831)
Prepaid Expenses and Other Assets 20,549 2,907
Accounts Payable and Other Liabilities (418,027) (1,132,931)
Income Taxes Payable 171,307 23,437
-------------- --------------
Net Cash Provided by (Used in) Operating Activities 1,835,118 (117,255)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (Increase) in Construction in Progress 91,786 (1,053,174)
Additions to Equipment & Furniture, Net (69,081) (82,920)
Additions to Rental Income Property, Net (6,203) (9,116)
Additions to Leasehold Improvements, Net -- (138,844)
-------------- --------------
Net Cash Provided by (Used in) Investing Activities 16,502 (1,284,054)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments on Mortgages (431,950) (352,926)
Net Change in Short Term Borrowings, Net (1,349,030) 1,400,000
Sale of Treasury Stock -- 312,000
Purchase of Treasury Stock (20,530) (11,544)
Increase in Minority Interest -- 3,260
-------------- --------------
Net Cash Provided by (Used in) Financing Activities (1,801,510) 1,350,790
-------------- --------------
NET INCREASE (DECREASE) IN CASH 50,110 (50,519)
CASH and CASH EQUIVALENTS, Beginning of Period 145,362 147,928
-------------- --------------
CASH and CASH EQUIVALENTS, End of Period $ 195,472 $ 97,409
============== ==============
The accompanying notes are an integral part of these consolidated financial 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 Tower Properties Company (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, 1999.
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, parking
facilities and land held for future sales.
2. Rental revenue is recognized on a straight-line basis over the term of
individual leases.
3. Interest of $0 and $23,892 was capitalized during the first three months
of 2000 and 1999, respectively.
4. Interest paid during the three months of 2000 and 1999 for long-term
mortgages amounted to $931,856 and $828,656, respectively. Interest paid to
related party was $83,330 and $58,398 for the first three months of 2000 and
1999, respectively. Income taxes paid during the first three months of 2000
and 1999 amounted to $2,000 and $50,821, respectively.
5. Certain prior quarter amounts have been reclassified to conform to the
2000 presentation.
6. Under SFAS No. 115, the investment in Commerce Bancshares, Inc. common
stock is classified as "available for sale", and is recorded at fair value.
The unrealized gain of $2,643,933 net of tax effects of $1,031,134 is
reflected as a separate component of equity. The decrease in the net
unrealized holding gain for the three months from January 1, 2000 to March
31, 2000, net of deferred taxes, was $184,371.
<PAGE> 7
7. COMMITMENTS AND CONTINGENCIES:
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. During the first three months of 2000, the Company made
modifications to certain properties at a cost of approximately $9,900.
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 the 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 $2,645,000 as of
March 31, 2000 for structural repairs to the 811 Main garage. No amounts
have been expensed to date related to the structural repairs. The Company
also has an extraordinary repair project at Phase II of the New Mark
apartment complex due to sudden termite damage with remaining estimated
expense of $59,000. $115,000 has been expensed to date for repair of the
termite damage. The Company has agreed to the modernization of the elevators
at the 811 Main Building for approximately $729,000 with a remaining
obligation of $277,000 as of March 31, 2000. The project began in the fourth
quarter of 1999 and will be completed in the third quarter of 2000.
<PAGE> 8
8. BUSINESS SEGMENTS
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, 2000 and 1999:
<TABLE>
<CAPTION>
--------------------------------------------------------------------
March 31, 2000
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COMMERCIAL CORPORATE
OFFICE APARTMENTS PARKING AND OTHER TOTAL
---------- ---------- ------- --------- -----
<S> <C> <C> <C> <C> <C>
REVENUE FROM EXTERNAL CUSTOMERS 3,000,663 1,526,300 340,477 305,440 5,172,880
INTEREST EXPENSE 434,435 401,750 75,034 167,731 1,078,950
DEPRECIATION AND AMORTIZATION 630,720 304,047 90,228 82,056 1,107,051
SEGMENT INCOME (LOSS) BEFORE TAX 535,882 44,058 (18,631) (116,930) 444,379
CAPITAL EXPENDITURES BY SEGMENT 5,771 61,342 11,013 4,220 82,346
IDENTIFIABLE SEGMENT ASSETS 37,862,997 26,522,816 11,877,906 15,080,196 91,343,916
<CAPTION>
--------------------------------------------------------------------
March 31, 1999
--------------------------------------------------------------------
COMMERCIAL CORPORATE
OFFICE APARTMENTS PARKING AND OTHER TOTAL
---------- ---------- ------- --------- -----
<S> <C> <C> <C> <C> <C>
REVENUE FROM EXTERNAL CUSTOMERS 2,873,581 1,468,400 398,960 267,305 5,008,246
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 INCOME (LOSS) 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
</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, 2000. In April, 1999 the Company secured a $7,000,000 twenty-year
mortgage loan on the UMB Bank commercial office building from Business Men's
Assurance at a fixed rate of 6.9%. The proceeds of this loan were used to
pay off the line of credit and the balance invested in short-term money
market accounts. In December, 1999, the Company secured a $1,045,000
eighteen-year mortgage loan for Phase IV of the New Mark apartments from Ohio
National Life Insurance at a fixed rate of 7.78%. The proceeds were used to
pay for the major repairs at the New Mark apartments and the construction of
the Tower garage.
Cash and cash equivalents on hand at March 31, 2000 totaled $195,472, an
increase of $50,110 from December 31, 1999. The increase in cash and cash
equivalents is due to changes in the level of capital expenditures and
financing activities in the respective quarters, as well as an increase in
cash flows from operating activities, primarily due to changes in accounts
receivable and current liabilities. Management believes the Company's
current cash position and the properties' ability to provide operating cash
flow should enable the Company to fund anticipated capital expenditures and
service debt in 2000.
THREE MONTHS ENDED MARCH 31, 2000
COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 1999
RESULTS OF OPERATIONS:
Total revenue increased $164,634. The completion of Phase IV New Mark
apartments and the Tower Garage, an increase in occupancy at the New Mark
Phase III and the Hillsborough apartment complexes and the pass through of an
increase in real estate taxes as additional rent at the UMB Bank commercial
office building offset by the loss of parking revenue due to the exchange of
the 710 Main parking garage for the 700 Baltimore lot primarily resulted in a
$110,725 increase in rental income.
<PAGE> 10
Management and service fees decreased primarily due to the decrease in
rentable income in preparation of the Commerce Trust commercial office
building renovation. A real estate commission earned on the leasing of a
non-company owned warehouse accounts for the increase in interest and other
income.
The change in operating expenses, taxes other than income and general,
administrative and other are a direct result of the completion of the New
Mark Phase IV apartments and the completion of the Tower Garage and the
contract management fee of our parking facilities. Salaries and employee
benefits, which are included in operating expenses, have increased primarily
due to the leasing commission earned on the leasing of the non-company
warehouse. Maintenance and repairs decreased primarily due to the termite
repair at New Mark Phase I & II and the completion of the New Mark Phase IV
and the Tower Garage.
Interest expense, including related party, increased due to the following
factors: the mortgage loan on the UMB Bank commercial office building April,
1999, the mortgage loan on New Mark Phase IV in December, 1999, the January,
2000 increase in the related party line of credit and a reduction in the
first quarter capitalized interest on construction of $-0- as compared to
$23,892 in 1999.
MARKET RISK DISCLOSURE
The Company is exposed to various market risks, including equity
investment prices and interest rates.
The Company has $3,507,741 of equity securities as of March 31, 2000.
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 fair value on
the balance sheet at the end of each period. Management estimates that the
value of its investments will generally move consistently with trends and
movements of the overall stock market excluding any unusual situations. An
immediate 10% change in the fair value of the Company's equity securities would
have a $213,956 effect on comprehensive income.
The Company has approximately $10,116,000 of variable rate debt as of
March 31, 2000. A 100 basis point change in each debt series benchmark would
impact net income on an annual basis by approximately $61,708.
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, effective July 1, 2000, requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. The Company is currently evaluating the
impact of adopting SFAS 133, however, it is not expected to have a material
impact on the Company's financial position and results of operations.
<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/ Robert C. Harvey, III
- -------------------------
Robert C. Harvey, III
Vice President and Chief Financial Officer
Date: May 15, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 195,472
<SECURITIES> 3,507,471
<RECEIVABLES> 1,872,088
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,466,435
<PP&E> 111,421,711
<DEPRECIATION> 31,544,230
<TOTAL-ASSETS> 91,343,916
<CURRENT-LIABILITIES> 6,306,741
<BONDS> 53,535,130
<COMMON> 183,430
0
0
<OTHER-SE> 29,029,896
<TOTAL-LIABILITY-AND-EQUITY> 91,343,916
<SALES> 0
<TOTAL-REVENUES> 5,172,880
<CGS> 0
<TOTAL-COSTS> 3,649,550
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,078,950
<INCOME-PRETAX> 444,379
<INCOME-TAX> 173,307
<INCOME-CONTINUING> 271,072
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 271,072
<EPS-BASIC> 1.48
<EPS-DILUTED> 1.48
</TABLE>
