SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________
Commission file number 0-13174
THE MARINA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
INDIANA 35-1689935
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11691 Fall Creek Road, Indianapolis, IN 46256
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (317)845-0270
Name of each exchange on which registered: NASDAQ
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partner Units and Depositary Receipts
(Title of class)
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 such filing
requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter)
is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K . (X)
The aggregate market value of the voting stock held by non-
affiliates of the registrant, based upon the average closing bid
and asked prices of such stock as of March 22, 1996, and assuming
solely for purposes of this calculation that all executive
officers and Directors of the registrant are affiliates, was
approximately $15,158,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1 - Business................................ 3
Item 2 - Properties.............................. 11
Item 3 - Legal Proceedings....................... 12
Item 4 - Submission of Matters to a Vote of
Security Holders........................ 12
PART II
Item 5 - Market for Partnership's Common Equity
and Related Security Holder Matters..... 12
Item 6 - Selected Financial Data................. 14
Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 15
Item 8 - Financial Statements and Supplementary
Data.................................... 20
Item 9 - Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure.............................. 34
PART III
Item 10 - Directors and Executive Officers........ 34
Item 11 - Executive Compensation.................. 35
Item 12 - Security Ownership of Certain Beneficial
Owners and Management................... 37
Item 13 - Certain Relationships and Related
Transactions............................ 41
PART IV
Item 14 - Exhibits, Financial Statement Schedules,
and Reports on Form 8-K................. 41
SIGNATURES........................................... 43
<PAGE>
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PART I
ITEM 1. BUSINESS.
GENERAL
The Marina Limited Partnership (the "Partnership") was
organized as an Indiana limited partnership under the laws of the
State of Indiana on October 7, 1986 for the purpose of
reorganizing the business of The Marina Corporation (the
"Company"). The Company was reorganized into a publicly traded
limited partnership in order to eliminate the "double" federal
income tax on its future earnings and distributions. The
Partnership is the successor-issuer to the Company. On December
29, 1986, the shareholders of the Company approved the plan to
reorganize the Company into the Partnership. On December 30,
1986, pursuant to the plan of reorganization, all of the assets
and liabilities of the Company were transferred to the Partnership
in exchange for a number of units of interest ("Units") in the
Partnership equal to the number of outstanding shares of the
Company's Common Stock, and the Company distributed the Units to
or for the benefit of its shareholders. Units represent either
general partner interests ("General Partner Units") or limited
partner interests ("Limited Partner Units"). See Item 5, "Market
for Partnership's Common Equity and Related Security Holder
Matters." Following the distribution of the Units, the Company
was dissolved.
The Partnership's principal executive offices are located at
11691 Fall Creek Road, Indianapolis, Indiana 46256, and its
telephone number is 317/845-0270. The affairs of the Partnership
are managed by its general partner, The Marina II Corporation (the
"General Partner"), an Indiana corporation. The General Partner's
principal executive offices and telephone number are the same as
those of the Partnership.
INVESTMENT REAL ESTATE
On December 31, 1995, the Partnership owned approximately
385 acres of investment real estate. Approximately 322 acres of
this investment real estate are adjacent to Geist Lake, and
approximately 63 acres are adjacent to Morse Lake. Substantially
all of the properties consist of partially wooded, gently rolling
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land adjacent to the lakes. Homesite sales revenue accounted for
50 percent of the Partnership's revenues for 1995, 44 percent for
1994, and 40 percent for 1993. Gains on sale of investment land
accounted for 5 percent of the Partnership's revenues for 1995, 1
percent for 1994, and 4 percent for 1993.
GEIST LAKE. Geist Lake is an artificially created reservoir
located within 15 to 20 miles driving distance of the downtown
business district of Indianapolis, Indiana. On December 31, 1995,
the Partnership's investment real estate at Geist Lake consisted
of approximately 322 acres, which are zoned either for single-
family residential use, multi-family residential use, commercial
use, recreational use, or agricultural use. Approximately
seventeen acres of the land at Geist Lake is being used for Geist
Marina and Marina Village. See "Marina Operations" and
"Investment Real Estate -- Commercial Development," below.
MORSE LAKE. Morse Lake is an artificially created reservoir
located within 25 to 30 miles driving distance of the downtown
business district of Indianapolis, Indiana. On December 31, 1995,
the Partnership's investment properties at Morse Lake consisted of
approximately 63 acres zoned for single-family residential,
commercial, and agricultural use. Approximately twenty acres of
the land at Morse Lake are being used for the Morse Marina. See
"Marina Operations," below.
RESIDENTIAL DEVELOPMENT. Bridgewater, located near Geist
Marina, was the Partnership's first single-family homesite
project. It will include 81 homesites, of which 68 homesites have
been developed in the first three phases. In 1995, the
Partnership sold four homesites in Bridgewater. All but one of
the eight finished homesites remaining to be sold from the first
three phases are the more expensive waterfront sites. The fourth
phase, Bridgewater Island, is planned for development in 1996 or
1997, and it is expected to include 13 exclusive waterfront
homesites. The Partnership will spend approximately $540,000 to
complete development of the island.
The Partnership sold 40 homesites from Cambridge, a single-
family residential development located at Geist Lake. The
Partnership completed development of 65 homesites in the fifth
section of Cambridge. Of the 40 homesites sold in Cambridge in
1995, 31 homesites
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were from the newly completed fifth section. This compares with
28 homesites sold in Cambridge by the Partnership in 1994. Marina
I, a joint venture, sold 31 homesites in Cambridge in 1995,
compared to 28 homesites sold in 1994. At December 31, 1995, the
Partnership had 39 homesites remaining to be sold in sections one,
two, and five of Cambridge, while Marina I had 82 homesites
remaining to be sold in sections three and four of Cambridge.
When complete, Cambridge will include more than 400 homesites.
The Partnership is developing Morse Overlook, a residential
development near Morse Marina. It is expected to include
approximately 50 homesites, of which nearly one-half will be
waterfront. Homesites will be available for sale during the
second quarter of 1996. The Partnership plans to spend
approximately $675,000 in 1996 to complete development of Morse
Overlook.
The Partnership's current land ownership and the land owned
by Marina I will take a number of years to develop and sell under
reasonable market conditions. However, due to a sand and gravel
mining project in Geist Lake by Irving Materials, Inc. ("Irving"),
the availability of some of the land for residential development
by Marina I may be delayed for seven years or more. The
Partnership may acquire additional land for development during
this period to properly balance the mix of off-water homesites to
waterfront homesites and to continue development until the balance
of the Marina I land is available. See "Investment Real Estate --
Marina I," below.
HOMESITE FINANCING ARRANGEMENTS. The Partnership sells
residential homesites for cash or contract. The Partnership
finances homesite purchases, and requires a minimum down payment
of 10% of the price of the homesite. The balance of the contract
price, plus interest, is payable over seven years, although
typically most contracts are paid in full within two years. In
1995, interest rates on homesites sold on contract were 9% the
first year, 10% in the second year, and 12% in years three through
seven. In 1994, interest rates on homesites sold on contract were
8% the first year, 10% in the second year, and 12% in years three
through seven. Homesites sold on contract prior to October 1993
have interest rates of 9% in the first year, 12% in the second
year, and 14% in years three through seven.
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MARKETING. The Partnership has a builder support program
with limited financial incentives for builders who build in the
Partnership's residential projects. The portion of the homesite
sales price, which may be refundable under builder programs if the
home remains on the market for four to eight months after
completion, is deferred until the refund period expires. At
December 31, 1995, $46,000 had been deferred for the builder
support program. In 1995, $6,000 was paid to a builder under the
builder support program.
COMMERCIAL DEVELOPMENT. The Partnership is developing and
selling land at Geist Crossing, a shopping center site near Geist
Lake. In January 1995, the Partnership sold 1.3 acres of
commercial property at Geist Crossing to a national drug store
chain for $675,000, which resulted in a gain of $217,000. In
February 1995, the Partnership sold .5 acres of commercial
property at Geist Crossing for $200,000 to a fast-food chain for
additional parking. A gain of $11,000 was recognized on the sale.
In March 1995, the Partnership sold 5 acres of commercial property
at Geist Crossing for $803,000 for retail shops connected to the
Kroger store. A gain of $79,000 was recognized. In May 1995, the
Partnership sold 1.5 acres of commercial property at Geist
Crossing for $600,000 for retail shops. A gain of $191,000 was
recognized on the sale. The remaining land at Geist Crossing
includes three less valuable outlots and a three acre parcel
recently zoned retail, which is contiguous but more remote from
the high traffic corner. The Partnership plans to spend
approximately $200,000 in 1996 to complete development of these
commercial sites.
The Partnership began operating a 20,000 square foot retail
and office development known as Marina Village in 1995. This new
building includes 12,000 square feet of retail space, of which
9,000 square feet has been leased, and 8,000 square feet of office
space, of which 2,000 square feet is the office of the
Partnership. The Partnership spent $1,013,000 in 1995 for
construction of this building. The Partnership plans to spend
approximately $160,000 for tenant finishings in 1996.
MARINA I. The Partnership is the general partner of The
Marina I L.P., an Indiana limited partnership ("Marina I"), which
has a right to receive and develop
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initially approximately 140 acres of land in the vicinity of Geist
Lake. Irving Materials, Inc. ("Irving") is the sole limited
partner of Marina I. Irving continues to mine and extract sand
and gravel from the remaining property, and it contributes
parcels of the land to Marina I when it has completed the
extraction. In 1995, Irving increased its investments in Marina I
with contributions of land in sections three and five in
Cambridge. The Partnership is responsible for developing and
selling the property for residential use.
The Partnership, as general partner, and Irving, as limited
partner, received $810,200 and $789,800, respectively, in
distributions during 1995. Marina I received $844,269 from the
Partnership in 1995 as its share of profit earned on homesites
sold by the Partnership in Cambridge, section 5, that were
partially owned by Marina I. Additionally, the Partnership
recognized $979,957 in equity earnings from Marina I for the 31
homesites sold in Cambridge and other related activities in 1995.
See "Investment Real Estate -- Residential Development," above.
FLATFORK CREEK UTILITY. The Partnership and Irving are each
50 percent shareholders of Flatfork Creek Utility, Inc., an
Indiana corporation (the "Corporation.") The Corporation was
formed to complete the construction of and operate the wastewater
treatment plant and interceptor sewer line to service land in the
northeast Geist area. Construction of the interceptor sewer line
and the first phase of the wastewater treatment plant was
completed in the fourth quarter of 1994. The first phase of the
plant will serve approximately 430 homes. The Corporation is
subject to certain regulations of the Indiana Utility Regulatory
Commission. The Corporation recorded a $112,000 net loss for
1995, of which the Partnership accounted for its 50% share of the
Corporation's net loss against its investment in the Corporation.
The Corporation expects operating losses for the next several
years. The contributions received from developers requiring
service are expected to be sufficient to fund debt service
requirements and provide funds for operations. The Corporation
has a $2,382,257 bank loan outstanding at December 31, 1995. The
Partnership and Irving have each guaranteed the loan.
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DOCKSIDE CAFE. The Partnership is a limited partner of
Dockside Cafe L.P., an Indiana limited partnership ("Dockside
Cafe"), which operates the Blue Heron restaurant in Marina Village
at Geist Lake and Carrigan Crossing at Morse Lake. The
Partnership received $46,000 in distributions from Dockside Cafe
in 1995. The Partnership has leased the restaurants to Dockside
Cafe, and has recognized $267,667 in rental income in 1995.
MARINA OPERATIONS
The Partnership owns two marinas located at Geist and Morse
Lakes. The marinas consist of approximately 1,200 boat docks, two
public access boat launching ramps, and several storage and other
buildings. The operating season for the marinas depends upon
weather conditions, but is typically from the middle of April
through the middle of October. The marinas charge rental fees for
the use of their docks; ramp fees for the use of their launching
ramps; and fees for boat storage. The marinas also sell boats,
gasoline, boating accessories, and boating supplies, and repair
boats.
The operation of the marinas accounted for 30 percent of the
Partnership's revenues in 1995, 40 percent in 1994, and 48 percent
in 1993. The principal sources of revenues for the marinas are
from the rental of boat docks, boat launching fees, boat sales,
service repair work and, to a lesser extent, from winter boat
storage, and the sale of gasoline, boating supplies, food items
and miscellaneous services.
The operations of the marinas are affected by inclement
weather, which tends to discourage boating and reduce revenues.
Also, because Geist and Morse Lakes are reservoirs for the
Indianapolis area water supply, the levels of the lakes may fall
during drought periods, making boating hazardous and reducing
recreational use.
RECREATIONAL FACILITIES
In March 1995, the Partnership purchased the recreational
facilities at Geist Lake for $425,000 from The New Shorewood
Limited Partnership ("Shorewood"), the successor to The Shorewood
Corporation. See "Relationship Between the Partnership and
Shorewood" below. The recreational facilities include a clubhouse
and three separate pools located near Geist Lake. The
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Clubhouse is available for rental throughout the year. The
operating season for the pools begins on the Memorial Day weekend
and extends to the Labor Day weekend. The Partnership's
residential developments have access to these recreational
facilities, as do purchasers of Shorewood's remaining homesites
and residents of Shorewood developments at Geist Lake.
FUTURE OPERATIONS
The General Partner expects that the Partnership will
continue to: (1) sell investment real estate from time to time
depending on market conditions and other factors; (2) pursue
development activities; (3) seek to enhance the value of the
Partnership's investment real estate by making certain
improvements and by acquiring additional surrounding real estate;
and (4) acquire additional real estate for investment. See Item
7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
COMPETITION
INVESTMENT REAL ESTATE. Although there are numerous real
estate properties in the Indianapolis metropolitan area available
for development of homesites, there are only a limited number of
water-oriented properties. The Partnership believes that, of
those water-oriented properties that are or will be economically
suitable for development of homesites, the Partnership's
properties are among those with the greatest long-term development
potential, primarily because of the character of the lakes to
which the Partnership's properties are adjacent and the extent and
types of development at such lakes. There are, however, water-
oriented properties owned by other developers that are available
for development of homesites that are equally desirable.
Shorewood continues to have a number of completed waterfront
homesites for sale which competes directly with the Partnership's
properties, and this inventory will have an impact on the
Partnership's waterfront homesite sales to the extent they are
more or less effective in marketing. It is expected that it will
take approximately two years for Shorewood to liquidate its
homesite inventory. See "Relationship between the Partnership and
Shorewood," below. Competition in commercial development has
become more significant due to the increased zoning of land for
commercial use in the area of Geist Lake.
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MARINAS. The Geist Marina provides the only boat docks, gas
pumps and launching ramps on Geist Lake available to the general
public. At Morse Lake, the Town of Cicero operates boat docks and
gas pumps in competition with the Morse Marina.
REGULATION
The Partnership's real estate is subject to governmental
regulations, particularly zoning regulations, restrictions on
construction in flood plains, wetlands protection, and
restrictions on water and septic systems. To the extent
applicable, any developer of the property must comply with such
regulations, as well as the Federal Interstate Land Sales Full
Disclosure Act, water pollution and water quality control
regulations, and other miscellaneous regulatory requirements. The
Partnership cannot predict the cost or effect of future
regulations on the development potential of its real estate.
EMPLOYEES
The Partnership has eighteen (18) full-time employees (most
of whom are primarily engaged in the operation of the marinas) and
a number of part-time employees who work on a seasonal basis. The
General Partner is responsible for the management of the
Partnership's affairs. There are four officers of the General
Partner, who are employees of the General Partner. Two of the
four officers devote their full-time duties to activities of the
General Partner and the Partnership.
RELATIONSHIP BETWEEN THE PARTNERSHIP AND SHOREWOOD
The Company was originally organized in 1982 as a wholly-
owned subsidiary of The Shorewood Corporation ("Shorewood"). In
1985, Shorewood became a wholly-owned subsidiary of Meritor
Savings Bank ("Meritor"), and divested itself of the Company by
distributing shares of the Company to the former Shorewood
shareholders. Meritor was taken over by the Federal Deposit
Insurance Corporation ("FDIC") in late 1992 because of large
continuing losses which impaired its capital. The Partnership
made an unsuccessful bid in 1994 for the purchase of Shorewood.
Shorewood was sold by the FDIC to another bidder and is now
privately-held.
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Since 1985, there have been a number of business
relationships between the Partnership and Shorewood. Currently,
Shorewood's successor leases a portion of a building from the
Partnership. In March 1995, the Partnership purchased the
Shorewood recreational facilities at Geist Lake. See
"Recreational Facilities" above.
TAXATION OF INTERESTS IN PUBLICLY TRADED PARTNERSHIPS
The Omnibus Budget Reconciliation Act of 1987 (OBRA) changed
provisions of the federal tax law to treat publicly traded
partnerships (PTP) as if they were corporations for purposes of
income taxation. PTP's existing as of December 17, 1987 remain
exempt from income taxation as a corporation until their first
taxable year beginning after 1997, unless a substantial new line
of business is added. The General Partner believes that the
Partnership's business is the holding of real estate for
investment, the operation and sales activities of the marinas, and
real estate development activities. However, no ruling has been
received or requested from the Internal Revenue Service with
regard to this issue.
OBRA also provides that the passive loss rule of Internal
Revenue Code Section 469 is to be applied separately for the tax
attribute items of each PTP, and that a partner's share of net
income from a PTP will generally not be treated as income from a
passive activity but rather as portfolio income. In general,
under these separate application rules, the income from the
Partnership may not offset losses from a partner's other passive
activities.
ITEM 2. PROPERTIES.
The Partnership's properties are substantially described in
Item 1 of this Part I. See "Investment Real Estate" and "Marina
Operations."
The Partnership has title to all of its real estate,
substantially all of which has been covered by blanket title
insurance commitments. All of the properties are subject to
certain telephone, highway, pipeline and electric power line
easements. The Morse and Geist Lake properties are also subject
to the easements and restrictions of the Indianapolis Water
Company ("IWC"), which owns the reservoirs for water supply
purposes. In connection with the maintenance,
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protection and operation of its water supply reservoirs, IWC has
retained a 20-foot easement around the shoreline of both
reservoirs and has imposed restrictions on the adjacent land. IWC
is permitted access to the lakes for all purposes reasonably
necessary to their operation and maintenance as reservoirs, and
certain uses of the land that could cause pollution of the lakes
are prohibited. There are no mortgages on the Partnership's real
estate properties.
ITEM 3. LEGAL PROCEEDINGS.
There is no material proceeding in which any director,
officer or affiliate of the Partnership, or any associate of any
such director or officer, is a party, or has a material interest,
adverse to the Partnership. The Partnership is not involved in
any administrative or judicial proceedings arising under any
federal, state or local provisions which have been enacted or
adopted to regulate the discharge of materials into the
environment or otherwise relating to the protection of the
environment other than those normally encountered as part of the
development business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders of the
Partnership in the fourth quarter of 1995.
PART II
ITEM 5. MARKET FOR PARTNERSHIP'S COMMON EQUITY AND RELATED
SECURITY HOLDER MATTERS.
The Partnership's Limited Partner Units trade on The NASDAQ
SmallCap Market tier of The NASDAQ Stock Market under the symbol
MRNCZ. The following table sets forth for the periods indicated
the representative high and low bid prices of the Partnership's
Limited Partner Units as reported by NASDAQ. Such prices
represent quotations between dealers without adjustments for
retail mark-up, mark-down, or commissions and do not necessarily
represent actual transactions.
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<TABLE>
<CAPTION>
1994 1995
High Low High Low
Bid Bid Bid Bid
<S> <C> <C> <C> <C>
Fiscal Quarter Ended
March 31 $22 1/2 $22 $24 1/4 $21
June 30 21 1/2 21 24 22
September 30 21 21 24 1/2 23
December 31 22 20 31 1/2 23 1/2
</TABLE>
On March 22, 1996, the closing bid and asked prices of the
Limited Partner Units were $30.00 bid and $35.50 asked, and there
were approximately 523 record holders of Limited Partner Units of
the Partnership.
On April 17, 1995, the Partnership made a cash distribution
of $2.00 per unit. On April 18, 1994, the Partnership made a cash
distribution of $1.00 per unit. No other cash distributions were
made during 1994 and 1995.
The General Partner intends to cause the Partnership to make
cash distributions from its net cash flow as often as the General
Partner, in its discretion, believes it to be feasible and prudent
for the Partnership. Although the number, amount, and timing of
cash distributions in any given year may vary substantially, it is
currently anticipated that the Partnership will make cash
distributions in an amount sufficient to cover the tax liability
incurred by Partners from Partnership operations. The preceding
discussion regarding cash distributions are forward looking
statements. There can be no assurance as to the amount or timing
of Partnership cash distributions, and the Partnership is not
obligated to make any such distributions.
Pursuant to the reorganization of the Company into the
Partnership, Units in the Partnership received by the Company (and
subsequently distributed to the shareholders of the Company) were
divided between General Partner Units and Limited Partner Units.
The economic interests in the Partnership represented by a General
Partner Unit and Limited Partner Unit are identical. General
Partner Units are vested with the authority to manage the affairs
of the Partnership. Limited Partner Units carry no management
authority.
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ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below for the years
ended December 31, 1995, 1994, 1993, 1992, and 1991, are derived
from the financial statements of the Partnership, which have been
audited by KPMG Peat Marwick LLP, independent certified public
accountants. The financial statements for the years ended
December 31, 1995, 1994, and 1993, and the auditors' report
thereon, are included in Part II, Item 8.
<TABLE>
(In thousands, except per unit or share amounts)
<CAPTION>
Years Ended December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Selected Statement
of Earnings Data:
Homesite sales $4,992 $3,331 $2,061 $1,502 $ 548
Marina revenues 3,065 3,062 2,451 2,246 2,161
Gain on land sales 498 67 229 - -
Equity in earnings of
investee companies 920 693 45 (2) 212
Other revenues 602 409 369 309 493
Earnings before
income taxes 4,391 2,705 1,739 1,002 832
Net earnings 4,391 2,705 1,739 1,002 832
Earnings per
unit 1) 6.50 4.01 2.57 1.48 1.23
Cash distribution
per unit 1) 2.00 1.00 .85 .75 .75
</TABLE>
<TABLE>
<CAPTION>
As of December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Selected Balance
Sheet Data:
Total assets $17,691 $14,459 $12,449 $12,305 $11,011
Debt obligations - - - - -
Partners' equity 16,786 13,744 11,708 10,542 10,010
</TABLE>
1. Earnings per unit and cash distribution per unit for 1995
and 1994 have been computed on the basis of 196,714 weighted
average outstanding general partner units and 478,421
weighted average outstanding limited partner units.
Earnings per
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unit for 1993 have been computed on the basis of 179,949
weighted average outstanding general partner units and
495,186 weighted average outstanding limited partner units
from January 1, 1993 to June 30, 1993, and 196,714 weighted
average outstanding general partner units and 478,421
weighted average outstanding limited partner units from July
1, 1993 to December 31, 1993. The cash distribution per
unit for 1993 and earnings per unit and cash distribution
per unit for 1992 and 1991, have been computed on the basis
of 179,949 weighted average outstanding general partner
units and 495,186 weighted average outstanding limited
partner units.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis is intended to address
the significant factors affecting the Partnership's results of
operations and financial condition. It is designed to provide a
more comprehensive review of the operating results and financial
position than could be obtained from an analysis of the financial
statements alone. It should, however, be read in conjunction with
the financial statements and related notes, and the Selected
Financial Data, included elsewhere herein.
GENERAL
Net earnings increased to $4,391,000 in 1995 compared to
$2,705,000 in 1994. The increase in net earnings was principally
due to earnings from homesite sales, gains on sale of investment
land, and the equity in earnings recognized from Marina I. The
Partnership's principal sources of revenue in 1995 were from
homesite sales, marina operations, equity in earnings of investee
companies, gains on sale of investment land, and interest and
rental income.
In 1995, the Partnership's primary source of revenue was
from homesite sales. Homesite sales revenue accounted for 50
percent of the Partnership's revenues for 1995, 44 percent for
1994, and 40 percent for 1993. In 1993, the Partnership's primary
source of revenue was from the operations of marinas on Morse Lake
and Geist Lake (respectively, the "Morse Marina" and "Geist
Marina"). The operation of the marinas accounted for 30 percent
of the Partnership's revenues
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in 1995, as compared to 40 percent in 1994 and 48 percent in 1993.
Gains on sale of investment land accounted for 5 percent of the
Partnership's revenues for 1995, and 1 percent in 1994, and 4
percent in 1993.
The Partnership's development or sales of investment real
estate and residential homesites is affected by several factors
such as economic conditions, interest rates, zoning, environmental
regulation, availability of utilities, population growth in the
area, and competition.
The principal sources of revenues for the marinas are from
the rental of boat docks, boat launching fees, boat sales, and
service repair work. Revenues generated to a lesser extent are
from winter boat storage, and the sale of gasoline, boating
supplies, food items and miscellaneous services. Most docks at
the Morse Marina and Geist Marina are rented for the April to
October boating season. Annual dock rental payments are due prior
to the beginning of the boating season with the result that the
majority of cash is received during the first six months of the
year; most expenses, however, occur during the peak boating months
of the summer. Boat dock revenues are deferred when received and
recognized as earned during the boating season. Winter boat
storage generates revenues for the October to April storage
season, and is recognized as earned during the storage season.
The Partnership's marina operations are affected by weather
conditions, since inclement weather tends to discourage boating
and reduce revenues. Also, because Geist and Morse Lakes are
reservoirs for the Indianapolis area water supply, the levels of
the lakes may fall during drought periods, making boating
hazardous. Marina operations are also affected by economic
conditions, including inflation. During recessionary periods,
recreational boating decreases and revenues from the operation of
the marinas decrease accordingly. Increases in the cost of
boating caused by inflation also adversely affect the Partnership.
LIQUIDITY AND CAPITAL RESOURCES
The General Partner of the Partnership believes that current
funds and funds generated by homesite sales, marina operations,
land sales, and bank loans will be sufficient to satisfy its
working capital requirements through the end of 1996. On December
31, 1995, the Partnership had cash and cash equivalents,<PAGE>
<PAGE> 17
including short-term investments, of $5,295,000. On December 31,
1995, the Partnership did not have any significant contractual
commitments for capital expenditures to be made during 1996.
During 1995, the Partnership expended approximately $2,538,000 for
home and homesite development costs, $1,121,000 for the commercial
properties, and $593,000 for improvements on land held for
investment. In addition, approximately $689,000 was expended for
marina property and equipment.
On a long-term basis, major sources of liquidity are
expected to be revenues from marina operations, sales of homesites
and investment land, and borrowings. The Partnership currently
expects that funds from current reserves, operating cash flow, and
normal short-term lines of credit will be sufficient to satisfy
future capital needs.
RESULTS OF OPERATIONS
1995 COMPARED TO 1994. Net earnings were $4,391,000 for
1995, as compared to $2,705,000 in 1994. The increase of net
earnings of $1,686,000 was principally due to an increase in
homesite sales less related direct costs of $787,000, an increase
from gains on sales of investment land of $432,000, and an
increase in equity earnings from Marina I of $255,000.
The Partnership sold four homesites from Bridgewater in
1995. Bridgewater, located near Geist Marina, was the
Partnership's first single-family homesite development. The
Partnership sold 40 homesites from Cambridge, a single-family
homesite project located at Geist Lake. The Partnership completed
development of 65 homesites in the fifth section of Cambridge. Of
the 40 homesites sold in Cambridge in 1995, 31 homesites were from
the newly completed fifth section. The Partnership paid $884,000
to Marina I in 1995 for Marina I's share of profit earned on
homesites sold in the fifth section of Cambridge by the
Partnership where the land was partially owned by Marina I. The
44 homesites sold in 1995 compares to 33 homesites sold by the
Partnership in 1994, five of which were from Bridgewater and 28 of
which were from Cambridge. Earnings from homesite sales were
$2,400,000 in 1995, compared to $1,613,000 in 1994. The increase
in net earnings per homesite sale in 1995 results from an increase
in the number of waterfront homesites sold.
<PAGE>
<PAGE> 18
The Partnership is the general partner of Marina I which
developed 29 of the 71 homesites in the first two sections of
Cambridge (the Partnership developed the other 42 homesites).
Marina I also developed 112 homesites in sections three and four
of Cambridge. Marina I sold 31 homesites in Cambridge in 1995,
compared to 28 homesites sold in 1994. The Partnership recognized
$980,000 in equity earnings from Marina I in 1995, compared to
$724,000 recognized as equity earnings in 1994. The Partnership
received a distribution of $810,000 from Marina I in 1995.
During 1995, the Partnership sold 8.3 acres of commercial
property at Geist Crossing for a total of $2,278,000. Gains of
$498,000 were recognized on these sales in 1995.
Interest income increased by $178,000 to $398,000 in 1995,
compared to $220,000 in 1994. The increase in interest income
results from an increase of $143,000 in interest earned on the
Partnership's investments, and an increase of $35,000 in interest
earned on homesites sold on contract by the Partnership.
In March 1995, the Partnership purchased the recreational
facilities at Geist Lake for $425,000. The Partnership's
residential developments have access to the newly acquired
recreational facilities. Net revenues generated by the
recreational facilities were $77,000 in 1995.
Net revenues from marina operations and boat sales increased
by $71,000 to $840,000 in 1995, compared to $769,000 in 1994. The
increase in net revenue results from a reduction in maintenance
and depreciation expense at Morse Marina, and an increase in
revenue at the Geist service department. The increase in net
revenue is partially offset by a reduction of revenue earned by
the boat sales department.
Flatfork Creek Utility, Inc. (the "Corporation") was formed
to construct and operate a wastewater treatment plant and
interceptor sewer line to service land primarily in the Cambridge
development. The Partnership recognized an equity loss from the
Corporation in 1995 of $56,000. The Partnership and Irving
Materials, Inc. are both guarantors of the Corporation's bank
loan, of which $2,382,000 was outstanding at December 31, 1995.
<PAGE>
<PAGE> 19
The Partnership is not a taxable entity, and consequently,
there are no income taxes reflected in the statements of earnings.
On April 17, 1995, the Partnership made a cash distribution
of the partners of record on April 3, 1995, of $2.00 per unit of
partnership interest, for a total of $1,350,000.
Partners' equity increased by $3,041,000 during 1995 to
$16,786,000. The increase was due to 1995 net earnings of
$4,391,000, which were partially offset by the $2.00 per unit or
$1,350,000 distribution to the partners.
1994 COMPARED TO 1993. Net earnings were $2,705,000 for
1994 compared to $1,739,000 in 1993. The increase in net earnings
was primarily due to an increase in homesite sales less related
direct costs of $466,000, and equity in earnings from Marina I of
$724,000.
The Partnership sold five homesites from Bridgewater, two of
which included homes that the Partnership had used as sales
offices. In 1994, the Partnership opened for sale 71 homesites in
the first two sections of Cambridge. Twenty-eight homesites were
sold in Cambridge, for a total of 33 homesites sold by the
Partnership in 1994. This compares with 20 homesites sold in
1993. Earnings from homesite sales were $1,613,000 in 1994,
compared to $1,147,000 in 1993. The decrease in net earnings per
homesite sale was due to increased development costs, primarily in
Cambridge.
Marina I developed 29 of the 71 homesites in the first two
sections of Cambridge. The Partnership received $233,000 from
Marina I in 1994 as its share of profit earned on homesites sold
in Cambridge by Marina I that were partially owned by the
Partnership. In 1994, the Partnership recognized $724,000 in
equity earnings from Marina I.
In September 1994, the Partnership sold a portion of its
commercial site near Geist Lake to a fast-food chain for $380,000.
Cash proceeds of $349,000, net of closing costs and realtor
commissions, were received at the time of sale, which resulted in
a gain of $57,000. The Partnership additionally recorded $10,000
to income for forfeiture of a down payment from a developer on a
commercial site near Geist Lake.
<PAGE>
<PAGE> 20
Revenues from the marina operations increased $611,000 in
1994 to $3,062,000, as compared to $2,451,000 in 1993. The
increased revenue primarily results from increased boat sales of
$409,000, and to a lesser extent, from increases in dock, service,
and launching revenues. Operating expenses of the two marinas
increased $484,000 in 1994. The increase results primarily from
an increase in cost of boat sales of $371,000.
Interest income increased to $220,000 in 1994 compared to
$177,000 in 1993. The increase in interest income results from
the an increase of $24,000 in interest earned on homesites sold on
contract by the Partnership, and an increase of $19,000 in
interest earned on the Partnership's investments.
General and administrative expenses increased by $148,000 to
$787,000 in 1994, compared to $639,000 in 1993. This increase
primarily results from an increase in salaries and wages of
$64,000, an increase in legal fees of $45,000, and an increase in
property taxes of $31,000.
Construction of the interceptor sewer line and first phase
of Flatfork Creek Utility, Inc, (the "Corporation") was completed
in the fourth quarter of 1994. The Partnership recognized an
equity loss from the Corporation in 1994 of $11,000.
On April 18, 1994, the Partnership made a cash distribution
to the partners of record on April 6, 1994, of $1.00 per unit of
partnership interest, or a total of $675,000.
Partners' equity increased by $2,036,000 during 1994 to
$13,744,000. The increase was primarily due to 1994 net earnings
of $2,705,000, which were partially offset by the $1.00 per unit
or $675,000 distribution to the partners.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following are the financial statements of the Partnership
for the years ended December 31, 1995, 1994, and 1993, and the
independent auditors' report thereon. A list of the reports and
financial statements appears in response to Item 14 of this
report:
<PAGE>
<PAGE> 21
[LETTERHEAD OF KPMG PEAT MARWICK L.L.P.]
INDEPENDENT AUDITORS' REPORT
The Partners
THE MARINA LIMITED PARTNERSHIP:
We have audited the accompanying balance sheets of The
Marina Limited Partnership as of December 31, 1995 and
1994, and the related statements of earnings, cash
flows and partners' equity for each of the years in the
three-year period ended December 31, 1995. These
financial statements are the responsibility of the
Partnership's management. Our responsibility is to
express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of The Marina Limited Partnership as
of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the years in
the three-year period ended December 31, 1995, in
conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
Indianapolis, Indiana
February 16, 1996
<PAGE>
<PAGE> 22
<TABLE>
THE MARINA LIMITED PARTNERSHIP
Balance Sheets
December 31, 1995 and 1994
<CAPTION>
1995 1994
<S> <C> <C>
ASSETS
Cash and cash equivalents $5,307,824 4,266,499
Contracts receivable from homesite
sales 1,928,269 787,467
Other receivables and assets 621,232 598,264
Homes and homesites available for
sale 908,310 630,145
Land and land improvements
(note 3) 1,701,135 2,973,830
Marina property and equipment,
net (note 2) 2,079,206 1,551,904
Recreational facilities,
net (note 2) 421,491 -
Commercial properties,
net 2,534,875 1,515,684
Other investments (note 4):
Marina I 1,870,668 1,710,911
Dockside Cafe 228,587 278,229
Flatfork Creek Utility 89,704 146,184
$ 17,691,30114,459,117
LIABILITIES AND PARTNERS' EQUITY
Accounts payable 366,302 265,483
Construction costs payable 79,931 199,325
Accrued bonuses 83,087 47,535
Deferred revenues and sale deposits 128,073 138,519
Amount payable to Flatfork Creek
Utility (note 1) 235,200 36,750
Amount payable as trustee (note 1) 13,092 27,055
905,685 714,667
Partners' equity:
General partner - 196,714 units 4,907,830 4,021,726
Limited partners - 478,421 units11,877,786 9,722,724
TOTAL PARTNERS' EQUITY 16,785,61613,744,450
$ 17,691,30114,459,117
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 23
<TABLE>
THE MARINA LIMITED PARTNERSHIP
Statements of Earnings
Years ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
<S> <C> <C><C>
Revenues:
Homesite sales $4,992,000 3,331,1732,061,500
Marina operations 3,064,744 3,061,6362,450,813
Equity in earnings of investee
companies (notes 4 and 5)919,835 693,320 44,588
Interest income 398,497 219,745 177,059
Rental income, net (note 6)127,231 189,598 192,245
Recreational facilities, net76,681 - -
Gain on sales of land held for
investment (note 3) 498,373 66,814 228,846
10,077,361 7,562,2865,155,051
Expenses:
Cost of homesites sold and
related expenses 2,591,991 1,717,834 914,196
Marina operations 2,225,179 2,292,8961,809,200
General and administrative802,335 786,649 639,167
Management fees paid to general
partner (note 1) 66,420 60,075 53,526
5,685,925 4,857,4543,416,089
NET EARNINGS 4,391,436 2,704,8321,738,962
Net earnings attributable to
general partner 1,279,532 788,107 486,192
Net earnings attributable to
limited partners $3,111,904 1,916,7251,252,770
Weighted average number of limited
partner units outstanding 478,421 478,421 486,804
Net earnings per limited
partner unit $ 6.50 4.01 2.57
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 24
<TABLE>
THE MARINA LIMITED PARTNERSHIP
Statements of Cash Flows
Years ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 4,391,436 2,704,832 1,738,962
Items which do not use (provide)
cash:
Depreciation of properties 279,747 241,609 256,628
Equity in earnings of investee
companies (919,835) (693,320) (44,588)
Decrease (increase) in contracts
receivable (1,140,802) 25,417 (158,892)
Gain on sales of land held for
investment (498,373) (66,814) (228,846)
Homes and homesite development
costs (2,537,941)(1,012,666) (444,741)
Cost of homesites sold 2,221,466 1,451,807 753,505
Other non-cash items, net 311,407 (83,615) (142,195)
NET CASH PROVIDED BY
OPERATING ACTIVITIES 2,107,105 2,567,250 1,729,833
Cash flows from investing activities:
Investment in Marina I, net of
distributions received 810,200 (50,000) (250,000)
Investment in Dockside Cafe, net of
distributions received 46,000 (144,000) (98,000)
Additions to Marina property and
equipment (688,621) (83,945) (198,401)
Purchase of recreational facilities(432,653) - -
Commercial property costs (1,121,341) (468,535) (559,250)
Land and land development costs (593,132) (240,174)(1,591,170)
Proceeds from sales of land held
for investment 2,278,000 359,293 1,081,408
Wastewater treatment plant, net - - 79,456
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 298,453 (627,361)(1,535,957)
Cash flows from financing activities:
Distributions to partners (1,350,270) (675,135) (573,864)
Utility refunds received - 6,589 1,020
Amount payable as trustee (13,963) 877 (99,086)
NET CASH USED IN FINANCING
ACTIVITIES (1,364,233) (667,669) (671,930)
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 1,041,325 1,272,220 (478,054)
Cash and cash equivalents at
beginning of year 4,266,499 2,994,279 3,472,333
Cash and cash equivalents at end
of year $5,307,824 4,266,499 2,994,279
</TABLE>
See accompanying notes to financial statements.<PAGE>
<PAGE> 25
<TABLE>
THE MARINA LIMITED PARTNERSHIP
Statements of Partners' Equity
Years ended December 31, 1995, 1994 and 1993
<CAPTION>
General Limited Total
partner'spartnerspartners
equity equity equity
<S> <C> <C> <C>
Balance December 31, 1992 $ 2,827,496 7,714,550 10,542,046
Distributions to partners
($.85 per unit) (152,956) (420,908) (573,864)
Exchange of 16,765 limited partner
units for general partner units267,402(267,402) -
Utility refunds (note 1) 279 741 1,020
Net earnings 486,192 1,252,770 1,738,962
Balance December 31, 1993 3,428,413 8,279,751 11,708,164
Distributions to partners
($1.00 per unit) (196,714) (478,421) (675,135)
Utility refunds (note 1) 1,920 4,669 6,589
Net earnings 788,107 1,916,725 2,704,832
Balance December 31, 1994 4,021,726 9,722,724 13,744,450
Distributions to partners
($2.00 per unit) (393,428) (956,842)(1,350,270)
Net earnings 1,279,532 3,111,904 4,391,436
Balance December 31, 1995 $ 4,907,830 11,877,786 16,785,616
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 26
THE MARINA LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 1995, 1994 and 1993
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The Marina Limited Partnership (the Partnership)
became a publicly traded limited partnership on
December 30, 1986. The limited partnership units
are registered securities and currently represent
approximately 71 percent of the total Partnership
units. The remaining units are owned by Marina II
Corporation, the general partner, which has the
authority to manage the affairs of the
Partnership. The economic interests in the
Partnership represented by general partner units
and limited partner units are identical.
The general partner receives management fees equal
to three percent of the Partnership's gross margin
on marina operations, rental income and
recreational facilities.
Cash and Cash Equivalents
Cash and cash equivalents include cash balances
and short-term certificates of deposit with
maturities of three months or less. Also included
are short-term U.S. Treasury bills with maturities
of less than nine months.
The Partnership maintains a separate accounting of
unclaimed limited partner unit distributions.
Homesite Sales
Sales of residential homesites are for cash or on
contract. Sales which satisfy minimum down-
payment requirements are recorded as revenue at
the time of closing. The portion of the sales
price which may be refundable under builder
programs is deferred until the refund period
expires. Costs of homesites sold are determined
by the relative sales value of the homesite to the
total project.
<PAGE>
<PAGE> 27
At the time a lot is sold, the Partnership accrues
a fee payable to Flatfork Creek Utility, Inc. for
the cost of certain utility hook-up charges which
is included in cost of sales.
Land and Land Improvements
Costs directly related to bringing land to a
fully-improved saleable condition are capitalized.
These costs include construction, excavation,
engineering and other direct costs incurred during
the improvement period. Land and land improvement
costs are allocated to land sales and homesite
projects by the specific identification method.
Marina Property and Equipment and Recreational
Facilities
Marina property and equipment and recreational
facilities are stated at cost, less accumulated
depreciation. Depreciation is computed using the
straight-line method based on the estimated useful
lives of the assets. Maintenance and repairs are
expensed as incurred while major additions and
improvements are capitalized.
Commercial Properties
Commercial properties represent developed
restaurant and retail properties including the
related development and construction costs.
Completed properties are depreciated using the
straight-line method based on their estimated
useful lives.
Investments
The Partnership uses the equity method to account
for its 50% general partner investment in The
Marina I L.P. (Marina I), its 40% limited partner
investment in Dockside Cafe, L.P. (Dockside Cafe),
and its 50% corporate investment in Flatfork Creek
Utility, Inc. The Partnership's share of the net
earnings and losses of these businesses are
included currently in earnings.
<PAGE>
<PAGE> 28
Utility Refunds
When the Partnership's predecessor was formed in
April 1982, it acquired rights under utility
refund agreements which were not recorded at that
time as future receipts could not be estimated.
As such, utility refunds are recorded as capital
contributions when received.
Financial Instruments
The carrying amount of the contracts receivable
approximate their fair value because the interest
rates are at market rates. The carrying amounts
of all other financial instruments approximate
fair value because of the short-term maturity of
these items.
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts
of assets and liabilities and disclosures of
contingent assets and liabilities at the date of
the financial statements and the reported amounts
of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
The Company evaluates all of its real estate
investments periodically to assess whether any
impairment indications are present, including
recurring operating losses and significant adverse
changes in legal factors or business climate that
affect the recovery of recorded value. If any
real estate investment is considered impaired, a
loss is provided to reduce the carrying value of
the property to its estimated fair value.
Income Taxes
As a partnership, the allocated share of income or
loss of the Partnership is includable in the
income tax returns of the partners; accordingly,
income taxes are not reflected in the
Partnership's financial statements.
<PAGE>
<PAGE> 29
(2) Property and Equipment
Marina property and equipment consist of land,
land improvements, marina facilities, boat docks,
and equipment used in the marina operations
located on Morse and Geist Lakes. At December 31,
marina property and equipment consisted of the
following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Land and land improvements $ 1,161,976 740,929
Marina buildings and equipment 3,321,225 3,053,651
4,483,201 3,794,580
Accumulated depreciation 2,403,995 2,242,676
$ 2,079,206 1,551,904
</TABLE>
Recreational facilities consist of land, buildings
and related furnishings used in recreational
facilities adjacent to homesite developments at
Geist Lake. Residents of the developments pay a
fee for the use of the facilities which were
purchased by the Partnership in 1995. At December
31, 1995, recreational facilities consisted of the
following:
Land $ 65,000
Building and fixtures 367,653
432,653
Accumulated depreciation (11,162)
$ 421,491
Commercial properties represent various retail
buildings which are held for investment and
generally leased under short-term arrangements. At
December 31, the properties consisted of the
following:
<PAGE>
<PAGE> 30
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Buildings $ 2,795,582 1,669,129
Accumulated depreciation 260,707 153,445
$ 2,534,875 1,515,684
</TABLE>
(3) Land and Land Improvements
At December 31, land and land improvements
consisted of the following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Unimproved land and
residential land
under development $ 1,160,687 1,067,718
Commercial sites under
development 540,448 1,906,112
$ 1,701,135 2,973,830
</TABLE>
In 1995, the Partnership sold a total of 8.3 acres
of a commercial site under development to
unrelated parties for $2,278,000 in cash, which
resulted in gains of $498,373.
In 1994, the Partnership sold 1.5 acres of a
commercial site under development to an unrelated
party for $380,000 in cash, which resulted in a
gain of $56,814. Also in 1994, a gain of $10,000
was recognized when a potential buyer forfeited a
land deposit.
In 1993, the Partnership sold 1.3 acres of a
commercial site under development to an unrelated
party for $350,000 in cash, which resulted in a
gain of $83,234. Also, in 1993, the Partnership
recognized a sale and related gain of $145,612 on
the sale of a portion of a commercial site under
development to an unrelated party for $1,300,000.
<PAGE>
<PAGE> 31
(4) Other Investments
Marina I
The Partnership is a general partner with Irving
Materials, Inc. as limited partner for the
development of certain land near Geist Lake. The
Partnership increased its investment in 1994 with
net cash contributions of $60,000 and a
contribution of land of $427,296. Homesite sales
activity began in 1994. The Partnership's equity
in the earnings of Marina I amounted to $979,957
in 1995 and $724,499 in 1994.
The following is a summary of balance sheet and
operating information (in thousands) of Marina I
as of December 31, 1995 and 1994 and for the years
then ended:
<TABLE>
<CAPTION>
<S> <C> <C>
Assets:
Cash $ 840 58
Home and homesites available
for sale and land
improvements 2,484 2,922
Contracts receivable 653 555
Other assets 103 132
$ 4,080 3,667
Liabilities 188 210
Partners equity 3,892 3,457
$ 4,080 3,667
Homesite sales $ 2,947 2,479
Other revenues 89 25
3,036 2,504
Cost of homesites sold and
related expenses 999 847
Other expenses 137 130
1,136 977
Net earnings $ 1,900 1,527
</TABLE>
<PAGE>
<PAGE> 32
Dockside Cafe
The Partnership is a limited partner with Dockside
Cafe, Inc. as general partner for the operation of
a restaurant at the Geist Lake Marina. The
Partnership constructed the restaurant, which
began operations in April 1993. During 1994, the
Partnership constructed a new restaurant at Morse
Lake Marina, which began operations in June 1994.
Flatfork Creek Utility, Inc.
In March 1990, the Partnership purchased 8.8 acres
of land to construct a wastewater treatment plant
to serve homesites to be developed in the Geist
Lake area by the Partnership, Marina I, and other
developers. In January 1993, Flatfork Creek
Utility, Inc. (the Corporation) was formed to
complete the construction of, and then operate,
the wastewater water treatment plant (the
Utility). The Partnership transferred $738,000 of
assets and $424,000 of liabilities related to the
Utility to the Corporation, as its sole
shareholder. The Partnership then sold 50% of its
interest in the Corporation to Irving Materials,
Inc. for $157,000. The wastewater treatment plant
became operational in November 1994. The Utility
is subject to certain regulations of the Indiana
Utility Regulatory Commission.
The Partnership, along with Irving Materials,
Inc., are both guarantors of the Corporation's
$2,500,000 loan, of which $2,382,257 was
outstanding at December 31, 1995.
(5) Notes Payable to Bank
The Partnership has a $2,000,000 unsecured line of
credit which matures July 1, 1996 and bears
interest at the bank's prime rate. There were no
borrowings on the line of credit through December
31, 1995.
<PAGE>
<PAGE> 33
(6) Rental Income
In April 1993, the Partnership completed
construction of a restaurant facility at the Geist
Lake Marina. The facility is leased to Dockside
Cafe, L.P. under an operating lease with monthly
minimum rentals of $8,543 plus a percentage of
sales over stated bases. Overage rents of
$94,233, $92,871 and $86,988 for 1995, 1994 and
1993 sales, respectively, are included in rental
income.
In June 1994, the Partnership completed
construction of a restaurant facility at Morse
Lake Marina which is also leased to Dockside Cafe,
L.P. under an operating lease with monthly minimum
rentals of $5,000 plus a percentage of sales over
stated bases. No overage rents were paid in 1995
or 1994.
Through March 1993, the Partnership had leased
another restaurant facility at the Geist Lake
Marina to an unrelated party under a short-term
operating lease with annual minimum rentals of
$10,500 plus a percentage of sales over a stated
base. Overage rents of $10,353 for 1993 sales
are included in rental income.
During 1995, the Partnership began operating a
20,000 square foot retail and office development
known as Marina Village. Included in rental
income in 1995 is $29,932 from the retail tenants.
At December 31, 1995, occupancy was 79%, and
future minimum rents due from the tenants are
$332,270 in 1996, $350,220 in 1997, $283,163 in
1998, $242,928 in 1999, $191,978 in 2000, and
$11,951, thereafter.
The Partnership also leases certain buildings and
real estate under short-term operating leases.
Rental income includes $16,933, $16,167 and
$43,645 in 1995, 1994 and 1993, respectively,
relating to these leases.
<PAGE>
<PAGE> 34
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There has been no change in the Partnership's
independent certified public accountants within 24
months prior to, or subsequent to, the date of the most
recent financial statements, nor has there been any
disagreements with the accountants.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
The following table presents certain information
regarding the Directors and executive officers of the
General Partner. Each person listed is a Director of
the General Partner except for Mr. Hare and the
Treasurer. Messrs. Rosenberg, Woolling and Ms. Shriner
are the executive officers of the General Partner.
Unless otherwise indicated in a footnote, the principal
occupation of each Director or executive officer has
been the same for the last five years.
<TABLE>
<CAPTION>
Year of
Name Principal Occupation Birth
<S> <C> <C>
Patrick J. Bruggeman President, American Steel 1948
Investment Corporation, Ft.
Wayne, Indiana (manufacturer
of wire rope)
Lawrence L. Buell Certified Public Accountant, 1934
Indianapolis, Indiana 1)
John A. Hare President, W. Hare & Son, 1917
Inc., Noblesville, Indiana
(automobile dealership) 2)
Allen E. Rosenberg President of the General 1935
Partner 3)
John L. Woolling Vice President and Secretary 1923
of the General Partner;
Attorney, Zionsville, Indiana 4)
Jane E. Nold Shriner Vice President, Treasurer, and 1960
Assistant Secretary of the
General Partner 5)
/TABLE
<PAGE>
<PAGE> 35
1. Mr. Buell was Executive Director of the Health and
Hospital Corporation of Marion County from January
1984 to February 1994 and its Treasurer from
February 1994 to January 1995.
2. Mr. Hare retired from the Board of Directors in
December, 1995.
3. Mr. Rosenberg became President of the Company in
1982 and held the position of Treasurer from 1984
to June 1989. Mr. Rosenberg served as Chairman of
GWC Corporation and General Waterworks
Corporation, a wholly-owned subsidiary of GWC
Corporation, from February 1987 to September 1989.
He was President and Chief Executive Officer of
GWC Corporation from 1975 to September 1989 and
President and Chief Executive Officer of General
Waterworks Corporation from 1982 to September
1989. Mr. Rosenberg retired from GWC Corporation
and General Waterworks Corporation on September
30, 1989.
4. Mr. Woolling became Vice President and Secretary
of the Company in 1984.
5. Ms. Shriner became Vice President of the General
Partner in June 1994, and Treasurer and Assistant
Secretary of the General Partner in June 1989.
All Directors serve annual terms until their
successors are elected and have qualified. The
Directors are elected by the shareholders of the
General Partner. Mr. Rosenberg has served as a
Director of the Company or General Partner since 1982.
All other Directors were elected in 1984. All officers
serve at the pleasure of the Board of Directors. There
is no family relationship between any of the executive
officers and Directors of the General Partner.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth aggregate
compensation for each of the Partnership's executive
officers whose total annual salary and bonus exceed
$100,000, for services rendered to the Partnership in
all capacities during the years ended December 31,
1995, 1994, and 1993.
<PAGE>
<PAGE> 36
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and
Principal Position Year Salary Bonus
<S> <C> <C> <C>
Allen E. Rosenberg
President, 1995 $174,462 $202,525
Director of the 1994 146,866 173,275
General Partner 1993 141,117 26,455
</TABLE>
Each Director except Mr. Rosenberg receives a fee of
$5,000 per year, plus $750 for each Board of Directors
or Committee meeting attended. If, however, more than
one meeting is held on the same day, a fee of $150 is
paid for the subsequent meetings.
ROSENBERG BONUS PLAN
Three percent of the proceeds or other revenues
from sales of the Partnership's investment land have
been paid to Mr. Rosenberg for his stewardship of the
Partnership's land. Mr. Rosenberg received cash
bonuses of $20,250 from the January 6, 1995 sale of
the Partnership's land, $6,000 from the February 28,
1995 sale of the Partnership's land, $24,090 from the
March 31, 1995 sale of the Partnership's land, and
$18,000 from the May 4, 1995 sale of the Partnership's
land. These amounts represent approximately three
percent of the sale proceeds. In addition, five
percent of the gross profit (net of development and
selling costs) on the Partnership's individual lot
sales and five percent of the Partnership's share of
the income from The Marina I L.P. are paid to Mr.
Rosenberg. A bonus of $64,992 was paid to Mr.
Rosenberg in March 1996, and $112,000 was paid in
December 1995, based on the 1995 lot sales and income
recognized by Marina I. A bonus of $22,185 was paid to
Mr. Rosenberg in February 1995, and $100,000 was paid
in December 1994 based on the 1994 lot sales and income
recognized by Marina I. A bonus of $61,875 was paid to
Mr. Rosenberg in March 1994 based on the 1993 lot
sales.
<PAGE>
<PAGE> 37
MANAGEMENT FEES PAID TO THE GENERAL PARTNER
In addition to bonuses that may be paid from the
proceeds or other revenues from sales of the
Partnership's land (see "Rosenberg Bonus Plan," above),
the General Partner is permitted to receive management
fees from the Partnership. The General Partner
received management fees of $66,420 in 1995, which is
equal to three percent of the Partnership's gross
margin on marina operations, recreational facilities,
and rental income. The management fee is not paid upon
revenues from land sales and investment income.
SECTION 16(A) COMPLIANCE
Based solely upon (a) review of statements on
Forms 3, 4 and 5 (and amendments thereto) filed by
persons who were, at any time during 1995, a director
or officer of the Company or a beneficial owner of
greater than ten percent of the Company's shares, and
(b) certain written representations received by the
Company from such persons that no Form 5 is required,
the Company is not aware of any such person who failed
to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act of 1934, as
amended, during the most recent fiscal year or prior
fiscal years.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP
The following table sets forth the number of
Limited Partner Units of the Partnership beneficially
owned by all Directors of the General Partner and by
all Directors and officers of the General Partner as a
group as of March 22, 1996.
<PAGE>
<PAGE> 38
<TABLE>
<CAPTION>
Number of Percent
Limited Partner Units of
Name Beneficially Owned Class
<S> <C> <C>
Patrick J. Bruggeman 9,300 1.9%
Allen E. Rosenberg 1,000 1) .2%
All Directors and Officers
of the General Partner
as a group (7 persons) 15,596 2) 3.3%
</TABLE>
1. Includes 1,000 Units owned by Mr. Rosenberg's
wife.
2. Includes 6,296 Units owned by or with spouses or
others. Also includes Units described in the
above note.
The Partnership has concluded that Limited Partner
Units do not constitute voting securities. Therefore,
the Partnership does not report information on the
number of Limited Partner Units beneficially owned by
persons owning more than five percent of the Limited
Partner Units.
Upon the reorganization of the Company into the
Partnership in 1986, five of the seven members of the
Board of Directors of the Company (the "Continuing
Directors") received all the General Partner Units in
the Partnership. See "General" under Item 1. The
Partnership disclaims that the General Partner Units
are securities. General Partner Units are vested with
authority to manage the affairs of the Partnership.
The Continuing Directors, with the exception of Mr.
Hare, are the current members of the Board of Directors
of the General Partner. In exchange for the General
Partner Units that they received in the reorganization,
the Continuing Directors became the sole shareholders
of the General Partner. The General Partner owns a 29
percent interest in the profits, losses, capital, and
distributions of the Partnership, which percentage is
equal to the percentage of the Common Stock of the
Company owned directly by the Continuing Directors at
the time the Company was reorganized into the
<PAGE>
<PAGE> 39
Partnership plus the limited partner units subsequently
acquired and converted into general partner units.
The Directors of the General Partner manage and
control the overall business and affairs of the General
Partner and, consequently, those of the Partnership.
The Directors of the General Partner are elected by the
shareholders of the General Partner (unless there is a
vacancy on the Board, in which case the
remaining Board members may fill the vacancy) without
the approval of the Limited Partners. Allen E.
Rosenberg owns approximately 65.3 percent of the shares
of the General Partner. The remaining shares of the
General Partner are owned by Patrick J. Bruggeman, who
owns 22.6 percent, John L. Woolling, who owns 9.3
percent, John
A. Hare, who owns 1.7 percent, and Lawrence L. Buell,
who owns 1.1 percent.
Upon the withdrawal or removal of the General
Partner, its participation in the General Partner Units
will cease. Thereafter, the General Partner Units
owned by the withdrawn or removed General Partner will
change to Limited Partner Units.
CHANGES IN CONTROL
The Shareholders' Agreement (the "Shareholders'
Agreement") dated December 2, 1986, among the
shareholders of the General Partner, prescribes certain
procedures for the sale or other transfer of shares of
the General Partner and for the voting of certain
shares, the operation of which may at a subsequent date
result in a change of control of the General Partner
and, consequently, a change of control of the
Partnership. The Shareholders' Agreement is attached
as Exhibit 28 to the Partnership's current report on
Form 8-K dated January 12, 1987, which is incorporated
herein by this reference. The Shareholders' Agreement
provides certain restrictions on transfer, rights of
first refusal, and options to purchase with respect to
shares of the General Partner. The Shareholders'
Agreement also provides certain voting arrangements in
the event of the death or disability of Allen E.
Rosenberg, the majority shareholder of the General
Partner.
<PAGE>
<PAGE> 40
The following is a brief summary of the
Shareholders' Agreement. This summary is not intended
to be complete and is qualified in all respects by the
more detailed provisions of the Shareholders'
Agreement.
In general, the Shareholders' Agreement provides
that a shareholder may transfer all or part of his
shares of the General Partner to a party who is not a
party to the Shareholders' Agreement only upon prior
written approval by the General Partner and subject to
any limitations that may be imposed by the General
Partner. If, for any reason, a shareholder ceases to
be a Director of the General Partner, the shareholder
and his heirs, executors, administrators, successors,
or assigns, subject to the rights of first refusal
described below, has the right, but not the obligation,
upon surrender of all of his shares of the General
Partner, to cause the General Partner to (a) convert
that portion of the General Partner Units attributable
to all of such shareholder's shares into Limited
Partner Units on the basis of one Limited Partner Unit
for one General Partner Unit, (b) distribute such
Limited Partner Units to the shareholder, and (c) cause
the
Partnership to register such Limited Partner Units
under the Securities Act of 1933, as amended. Prior to
such conversion of General Partner Units into Limited
Partner Units, the shares of the General Partner the
shareholder proposes to surrender in exchange for
Limited Partner Units must first be offered to the
remaining parties to the Shareholders' Agreement and
the General Partner as provided in the Shareholders'
Agreement. The exercise of any such rights of first
refusal is contingent upon the exercise of rights of
first refusal to purchase, in the aggregate, all shares
held by the selling shareholder.
If a shareholder of the General Partner acquires,
from time to time, Limited Partner Units, such Units
shall be, at the option of the General Partner, changed
to General Partner Units and contributed to the General
Partner in return for additional shares of stock of the
General Partner.
The Shareholders' Agreement also provides that, in
the event of the death or disability of Allen E.
Rosenberg, the majority shareholder of the General
Partner, his shares of the General Partner will be
voted by a committee consisting of four members, at
least one of whom shall be a Director of the General
Partner. The members of the voting committee are
<PAGE> 41
Stanley E. Hunt, David M. Manischewitz, Allen E.
Rosenberg II, and John L. Woolling. Vacancies on the
voting committee will be filled by Allen E. Rosenberg,
or, in the event of his death or disability, by a
majority of the remaining members of the voting
committee.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
Allen E. Rosenberg II, who is the Assistant
Treasurer of the Partnership and the son of Allen E.
Rosenberg, President of the General Partner, received
$93,000 from the Partnership in 1995, of which $55,000
was paid for services as construction manager of Marina
Village, and $20,000 was paid as a management fee for
construction of the Partnership's sales office in
Cambridge. Chesapeake Building Corporation, which is
owned by Allen E. Rosenberg II, received $20,000 from
the Partnership as a reimbursement for expenses
incurred for the construction of Marina Village and the
Partnership's sales office. The Board of Directors of
the General Partner approved the transactions with
Allen E. Rosenberg II.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
(a) (1) FINANCIAL STATEMENTS:
The following financial statements of the
Partnership appear in Part II, Item 8.
Independent Auditors' Report.
Balance Sheets -- December 31, 1995 and 1994.
Statements of Earnings -- Years Ended December 31,
1995, 1994 and 1993.
Statements of Cash Flows -- Years Ended December
31, 1995, 1994 and 1993.
Statements of Partners' Equity -- Years Ended
December 31, 1995, 1994 and 1993.
Notes to Financial Statements.
<PAGE>
<PAGE> 42
(a)(2) FINANCIAL STATEMENT SCHEDULES:
All schedules for which provision is made in the
applicable regulations of the Commission have been
omitted as the schedules are not required under the
related instructions, or the required information is
inapplicable, or the information is set forth in the
financial statements included elsewhere herein.
a)(3) EXHIBITS:
The exhibits filed as a part of this Annual Report
on Form 10-K, all of which are hereby incorporated by
reference except financial statements and schedules and
Exhibits 3.1, 3.2, 4.1 and 99.3, are:
<TABLE>
<CAPTION>
Exhibit Page No. or
Number Exhibit Filed With
<S> <C> <C>
3.1 Certificate of Limited Partnership of (3)
The Marina Limited Partnership
3.2 Agreement of Limited Partnership of (3)
The Marina Limited Partnership
4.1 Agreement of Limited Partnership of (3)
The Marina Limited Partnership defining
the rights of security holders is filed
as Exhibit 3.2
10.1 License Agreement, dated October 19, 1970, (2)
between Indianapolis Water Company and
The Shorewood Corporation
10.2 Conveyances of Easement Rights for the (2)
purpose of Installing and Maintaining
Boat Docks, dated June 30, 1982, executed
by The Shorewood Corporation in favor of
The Creek Land Company, Inc.
10.3 Consent to Assignment of License Rights, (2)
dated March 11, 1983, between Indianapolis
Water Company, The Shorewood Corporation
and The Creek Land Company, Inc.
27 Financial Data Schedule 45
<PAGE>
<PAGE> 43
99.1 Restated Articles of Incorporation of (1)
The Marina II Corporation
99.2 Restated Bylaws of The Marina II Corporation (1)
99.3 Shareholders' Agreement (3)
__________________________
</TABLE>
1. Registration Statement on Form S-4 (Reg. No. 33-
9367) filed by The Marina Limited Partnership on
October 8, 1986.
2. Registration Statement on Form S-14 (Reg. No. 2-
03600) filed by The Marina Corporation on October
3, 1984, as amended on November 13, 1984, and
November 20, 1984.
3. Annual Report on Form 10-K filed by The Marina
Limited Partnership for 1993.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K
were filed in the fourth quarter of 1995 by the
Partnership.
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
The Marina Limited Partnership
Date: March 22, 1996 By: /s/ Allen E. Rosenberg
Allen E. Rosenberg,
President of The Marina
II Corporation, the
General Partner of The
Marina Limited
Partnership
<PAGE>
<PAGE> 44
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report had been signed below
by the following persons on behalf of the Partnership
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Capacity With
Signature the General Partner Date
<S> <C> <C>
/s/ Patrick J. Bruggeman Director March 22, 1996
Patrick J. Bruggeman
/s/ Lawrence L. Buell Director March 22, 1996
Lawrence L. Buell
/s/ Allen E. Rosenberg Director and March 22, 1996
Allen E. Rosenberg President (Principal
Executive Officer)
/s/ John L. Woolling Director, March 22, 1996
John L. Woolling Vice President
and Secretary
/s/ Jane E. Nold Shriner Vice President, March 22, 1996
Jane E. Nold Shriner Treasurer, and
Assistant Secretary
(Principal Financial
Officer)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FILER'S 1995 FORM 10-K AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000803605
<NAME> THE MARINA LIMITED PARTNERSHIP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,307,824
<SECURITIES> 0
<RECEIVABLES> 2,549,501
<ALLOWANCES> 0
<INVENTORY> 908,310
<CURRENT-ASSETS> 0
<PP&E> 6,736,707
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,691,301
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 16,785,616
<TOTAL-LIABILITY-AND-EQUITY> 17,691,301
<SALES> 8,056,744
<TOTAL-REVENUES> 10,077,361
<CGS> 4,817,170
<TOTAL-COSTS> 5,685,925
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,391,436
<EPS-PRIMARY> 6.50
<EPS-DILUTED> 6.50
</TABLE>
