<PAGE> 1
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, 1996
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
<PAGE> 2
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 21, 1997, and assuming solely for purposes
of this calculation that all executive officers and
Directors of the registrant are affiliates, was
approximately $14,061,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
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FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1 Business............................... 1
Item 2 Properties............................. 9
Item 3 Legal Proceedings...................... 10
Item 4 Submission of Matters to a Vote of
Security Holders....................... 10
PART II
Item 5 Market for Partnership's Common Equity
and Related Security Holder
Matters................................ 10
Item 6 Selected Financial
Data................................... 11
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................. 13
Item 8 Financial Statements and Supplementary
Data................................... 18
Item 9 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure................... 39
PART III
Item 10 Directors and Executive Officers....... 39
Item 11 Executive Compensation................. 40
Item 12 Security Ownership of Certain Beneficial
Owners and Management.................. 41
Item 13 Certain Relationships and Related
Transactions........................... 44
<PAGE> 4
PART IV
Item 14 Exhibits, Financial Statement Schedules,
and Reports on Form 8-................. 45
SIGNATURES......................................... 47
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.
The Partnership will be taxed as a corporation
rather than a partnership for federal income tax
purposes commencing January 1, 1998 unless it meets
certain income requirements. The General Partner
believes it is likely the Partnership will be taxed as
<PAGE> 5
a corporation unless action is taken by the Partnership
during 1997 to ensure its treatment as a partnership
for federal income tax purposes. See "Taxation of
Interests in Publicly Traded Partnerships," below.
Investment Real Estate
On December 31, 1996, the Partnership owned
approximately 378 acres of investment real estate.
Approximately 313 acres of this investment real estate
are adjacent to Geist Lake, and approximately 65 acres
are adjacent to Morse Lake. Substantially all of the
properties consist of partially wooded, gently rolling
land adjacent to the lakes. Homesite sales revenue
accounted for 44 percent of the Partnership's revenues
for 1996, 50 percent for 1995, and 44 percent for 1994.
Gains on sale of investment land accounted for 1
percent of the Partnership's revenues for 1996, 5
percent for 1995, and 1 percent for 1994.
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, 1996, the
Partnership's investment real estate at Geist Lake
consisted of approximately 313 acres, which are zoned
either for single-family residential use, multi-family
residential use, commercial use, recreational use, or
agricultural use. Approximately 18 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, 1996, the
Partnership's investment properties at Morse Lake
consisted of approximately 65 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 project. It includes 81 homesites, of which
development of the last 13 homesites on Bridgewater
Island was substantially completed in late 1996. The
Partnership sold three waterfront homesites and one
off-water homesite from Bridgewater in 1996. Homesite
revenue from these four sales was $992,000, which
includes the sale of a premier waterfront homesite on
<PAGE> 6
the peninsula. Homesite inventory at December 31, 1996
includes the 13 waterfront homesites on the Island, and
four waterfront homesites from the first three phases.
The Partnership will spend approximately $130,000 to
complete development of Bridgewater. Sales from
Bridgewater Island are expected in 1997.
The Partnership sold 18 homesites, one of which
included a home that the Partnership had used as a
sales office, from Cambridge, a single-family
residential development located at Geist Lake. In
1996, homesite revenue from Cambridge was $1,789,000.
This reflects the reversal of four homesite sales to
two insolvent builders in the fourth quarter of 1996.
Marina I, a joint venture, sold 17 homesites in
Cambridge in 1996. See "Marina I," below. At December
31, 1996, the Partnership had 21 homesites remaining to
be sold, of which seven are waterfront, while Marina I
had 65 homesites remaining to be sold, of which four
are waterfront. Marina I is developing an additional
39 waterfront homesites to be finished in mid-1997.
When complete, Cambridge will include more than 400
homesites.
The Partnership completed development of Morse
Overlook in 1996, an upscale single-family homesite
project located at Morse Lake. It includes 43
homesites, of which 20 of these are waterfront. In
1996, the Partnership sold three waterfront homesites
and one off-water homesite from Morse Overlook. These
four sales generated homesite revenue of $606,000. In
1997, the Partnership plans to spend $200,000 on
construction costs for a speculative home at Morse
Overlook. The Partnership expects this development to
take at least three years to sell out because of the
price range.
The Partnership is currently planning development
of Sail Place, a new residential development at Geist
Lake. This development will include 30 homesites. The
Partnership intends to build specially designed homes
with smaller lots and a unique package of services to
appeal to the mature market. The Partnership intends
to build all homes in Sail Place to better control
placement and the design of each home. The Partnership
expects to begin construction in the spring of 1997,
but the sale of finished homes will not occur until
1998. The Partnership plans to spend approximately
$590,000 to complete development of Sail Place, and an
additional $450,000 for construction of two speculative
homes at Sail Place in 1997.
The Partnership's current land ownership and the
<PAGE> 7
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 six 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. The Partnership expects to have a
sufficient inventory of homesites for 1997. 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. When a homesite is sold to an individual
purchaser on contract, a warranty deed is conveyed to
the purchaser, and the purchasers execute an
installment promissory note and a purchase money real
estate mortgage to the Partnership. However, when a
homesite is sold to a builder pursuant to the terms of
a builder contract, the warranty deed conveying title
of the homesite is not executed until the builder
contract has been paid in full. In 1996 and 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.
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. There was no deferral for the builder support
program at December 31, 1996. In 1996, $36,000 was
paid to builders under the builder support program.
Commercial Development. The Partnership continues
to develop and sell land at Geist Crossing, a shopping
center site near Geist Lake. In December 1996, the
Partnership sold six acres of property that was not
suitable for development at Geist Crossing to a parks
<PAGE> 8
department for parking and access to walking trails for
$44,000, which resulted in a gain of $40,000. 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. At December 31, 1996, the
Partnership had received contracts for the sale of one
outlot for $260,000, and the three acre parcel for
$450,000. These sales are subject to certain
conditions, such as zoning, prior to closing.
Marina Village. The Partnership began operating a
21,000 square foot retail and office development known
as Marina Village in 1995. This new building includes
15,000 square feet of retail space, all of which has
been leased, and 6,000 square feet of office space, of
which 2,000 square feet is the office of the
Partnership. The Partnership recognized $150,000 in
rental income from Marina Village in 1996. The
Partnership plans to spend approximately $50,000 for
tenant finishings in 1997. When the Partnership
completes the new service building at Geist Marina (see
"Marina Operations," below), the waterfront land
currently occupied by the service buildings will be
available for either apartment or retail development.
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
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 1996, Irving increased its
investments in Marina I with a contribution of land in
section six 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 $398,000 and $452,000,
respectively, in distributions during 1996. Marina I
received $151,000 from the Partnership in 1996 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 $461,000 in equity earnings from
Marina I for the 17 homesites sold in Cambridge and
other related activities in 1996. See "Investment Real
Estate -- Residential Development," above.
<PAGE> 9
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 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 $185,000 net
loss for 1996, 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
Corporation has a $2,276,000 bank loan outstanding at
December 31, 1996. The Partnership and Irving have
each guaranteed the loan. In January 1997, the
Partnership and Marina I contributed $197,000 and
$590,000, respectively, as advance payments for future
utility hookups. The Corporation applied $700,000 from
these advance payments against the outstanding bank
loan in 1997.
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 $37,000 in distributions from Dockside Cafe in
1996. The Partnership has leased the restaurants to
Dockside Cafe, and recognized $239,000 in rental income
in 1996.
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, boat docks, lifts, and boating
supplies, and repair boats. The Partnership plans to
spend approximately $470,000 in 1997 for construction
of a new service building at the Geist Marina, which
will include a boat sales area, an area for marine
<PAGE> 10
supplies and four service bays. The Partnership
expects the service building to be finished for
occupancy in early 1998.
The operation of the marinas accounted for 41
percent of the Partnership's revenues in 1996, 30
percent in 1995, and 40 percent in 1994. 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,
boat docks and lifts, 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. The
recreational facilities include a clubhouse and two
separate pools located near Geist Lake. The
Partnership razed a pool in the fall of 1996 to prepare
for the development of Sail Place, see "Investment Real
Estate - Residential Development" above. The
Partnership plans to build a new pool near the
clubhouse in 1997 for approximately $160,000 to replace
the razed pool. The 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 residents of Shorewood developments
at Geist Lake.
Future Operations
The Partnership's expectation for 1997, barring
any substantial increase in interest rates, is for real
estate sales to continue at about the same pace as in
1996. At the present time, the Partnership does not
expect any significant variation in financial
performance as compared to its results for 1996. The
General Partner expects that the Partnership will
continue to: (1) sell investment real estate from time
<PAGE> 11
to time depending on market conditions and other
factors; (2) pursue development activities, including
the building of homes on the Partnership's real estate;
(3) seek to enhance the value of the Partnership's
investment real estate by making certain improvements
and by acquiring additional surrounding real estate;
(4) acquire additional real estate for
investment; and (5) operate the business of the
marinas. 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. There is a new
residential project currently under development by a
local developer at the north end of Geist Lake which
will include approximately 300 homesites, of which
approximately 30 to 40 will be waterfront homesites.
Competition in commercial development has become more
significant due to the increased zoning of land for
commercial use in the area of Geist Lake.
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
<PAGE> 12
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 23 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.
Taxation Of Interests In Publicly Traded Partnerships
The following discussion regarding the
Partnership's future income tax status as a partnership
contains forward-looking statements. There can be no
assurance as to the Partnership's ultimate course of
action, and the General Partner can provide no
assurance that the Partnership will continue to be
treated as a partnership for federal income tax
purposes.
The Partnership is a publicly traded partnership
(PTP) under the definitions set forth in Internal
Revenue Code Section 7704. Section 7704 provides that
a PTP will be treated by the Internal Revenue Service
as a corporation, and thus be subject to double
taxation instead of the usual "pass-through taxation"
of a partnership, unless the PTP meets certain income
requirements, which are discussed below. The
Partnership is not subject to these requirements until
January 1, 1998 because it was a PTP at the time
Section 7704 was adopted and, therefore, was exempted
from the application of Section 7704 through 1997 as
long as it did not engage in a substantial new line of
business.
A PTP is treated as a corporation for federal
income tax purposes unless 90 percent or more of the
partnership's gross income for each tax year is
"passive-type income." In general, income from the
Partnership's real estate activities qualifies as
passive-type income, while income from the operation of
the two marinas and the recreational facilities and
from the Partnership's interests in Flatfork Creek
Utility, Inc. and Dockside Cafe L.P. does not qualify
as passive-type income. The General Partner believes
<PAGE> 13
that, unless actions are taken during 1997 to avoid
this result, it is likely the Partnership will be taxed
as a corporation commencing January 1, 1998 because it
is expected that less than 90 percent of the
Partnership's gross income will be passive-type income.
The General Partner believes it is desirable to
continue to be treated as a partnership for federal
income tax purposes. The General Partner has reviewed
the alternatives available to ensure the Partnership
will continue to be treated as a partnership for
federal income tax purposes and believes that the
Partnership has two principal alternatives: (1)
dispose of assets that are generating income other than
passive-type income, or (2) de-list from NASDAQ at the
end of 1997 to avoid continuing to be classified as a
PTP.
The Partnership believes that the first
alternative would require, at the least, elimination of
revenue from the marinas and from its investment in
Dockside Cafe. The second alternative would require
the Partnership to restrict trading in Limited Partner
Units in accordance with new regulations adopted by the
Internal Revenue Service in late 1995. De-listing may
have an impact on both the liquidity (ability to buy
and sell quickly) and the value of the Limited Partner
Units, since the Partnership would have to observe the
new regulations when transferring these units. The
Partnership would comply with these regulations by
controlling transfers between buyers and sellers of
Limited Partner Units. The Partnership would match
buyers and sellers; in general, the regulations would
restrict a transfer from being completed in less than
approximately 45 days. The maximum number of units
that could be transferred in any one year would be
limited to 10 percent of the outstanding units. In the
past, total trading for the year has generally not
exceeded this 10 percent limitation, although it could
cause potential problems in the future if a large
holder desired to sell. There are exemptions to the 10
percent limit such as in the case of a repurchase by
the Partnership.
The General Partner has no preference between the
alternatives discussed above. The General Partner
intends to have the Limited Partners select their
preference by vote. Therefore, it is the General
Partner's present plan (which is subject to change and
reconsideration) to determine a value for the marinas
using standard valuation methods by an independent
outside appraiser. If this appraisal is satisfactory,
the General Partner would offer to purchase the Limited
<PAGE> 14
Partners' approximately 70 percent effective share of
the marinas. The General Partner believes that it is
important for the value of the Partnership's future
real estate development that the marinas remain under
the control of the General Partner. The details of the
proposed transaction would be sent to Limited Partners
with a ballot to vote for or against in the fall of
1997. The Limited Partners would also receive then a
more complete discussion of the alternatives presented
above. If the majority of the Limited Partners' vote
for the sale of the marinas to the General Partner, it
is intended that the transaction would be completed
before year-end and that the cash from the sale would
be distributed to the Limited Partners near year-end.
If the vote is against the sale of the marinas, the
Partnership would proceed to de-list near the end of
the year and comply with the Internal Revenue Service
regulations to maintain partnership status for income
tax purposes.
The General Partner intends to continue to analyze
these and other alternatives and to recommend a final
course of action for the Partnership in mid-1997.
The Internal Revenue Code also provides that the
passive-loss rule of 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 the 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,
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
<PAGE> 15
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
1996.
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.
<TABLE>
<CAPTION>
1995 1996
High Low High Low
Fiscal Quarter Ended Bid Bid Bid Bid
<S> <C> <C> <C> <C>
March 31 $24 1/4 $21 $31 $30
June 30 $24 22 $28 $28
September 30 $24 1/2 23 $28 $27
December 31 $31 1/2 23 1/2 $28 $28
</TABLE>
On March 21, 1997, the closing bid and asked
prices of the Limited Partner Units were $28.00 bid and
$33.50 asked, and there
were approximately 546 record holders of Limited
Partner Units of the Partnership.
On April 18, 1996, the Partnership made a cash
distribution of $3.25 per unit. On April 17, 1995, the
Partnership made a cash distribution of $2.00 per unit.
No other cash distributions were made during 1995 and
1996.
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.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below for
the years ended December 31, 1996, 1995, 1994, 1993,
and 1992, 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, 1996, 1995, and 1994, and the auditors' report
thereon, are included in Part II, Item 8.
<PAGE> 17
<TABLE>
<CAPTION>
(In thousands, except per unit or share amounts)
Years Ended December 31,
Selected Statement of 1996 1995 1994 1993 1992
Earnings Data:
<S> <C> <C> <C> <C> <C>
Homesite sales $3,387 $4,992 $3,331 $2,061 $1,502
Marina revenues 3,156 3,065 3,062 2,451 2,246
Gain on land sales 40 498 67 229 -
Equity in earnings of
investee companies 386 920 693 45 (2)
Other revenues 723 602 409 369 309
Earnings before
income taxes 3,034 4,391 2,705 1,739 1,002
Net earnings 3,034 4,391 2,705 1,739 1,002
Earnings per
unit (1) 4.49 6.50 4.01 2.57 1.48
Cash distribution
per unit (1) 3.25 2.00 1.00 .85 .75
As of December 31,
Selected Balance Sheet 1996 1995 1994 1993 1992
Data:
Total assets $18,450 $17,691 $14,459 $12,449 $12,305
Debt obligations - - - - -
Partners' equity 17,630 16,786 13,744 11,708 10,542
</TABLE>
1. Earnings per unit for 1996 have been computed on
the basis of 196,714 general partner units and
478,421 limited partner units outstanding from
January 1, 1996 to June 30, 1996, and 201,188
general partner units and 473,947 limited partner
units outstanding from July 1, 1996 to December
31, 1996. The cash distribution per unit for 1996
and earnings per unit and cash distribution per
unit for 1995 and 1994 have been computed on the
basis of 196,714 general partner units and 478,421
limited partner units outstanding. Earnings per
unit for 1993 have been computed on the basis of
179,949 general partner units and 495,186 limited
partner units outstanding from January 1, 1993 to
June 30, 1993, and 196,714 general partner units
and 478,421 limited partner units outstanding 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, have
been computed on the basis of 179,949 general
partner units and 495,186 limited partner units
outstanding.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
<PAGE> 18
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 decreased to $3,034,000 in 1996
compared to $4,391,000 in 1995. The decrease in net
earnings was principally due to decreases in 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 1996
were consistent with 1995, and included revenue from
homesite sales, marina operations, equity in earnings
of investee companies, and interest and rental income.
In 1996, the Partnership's primary source of
revenue was from homesite sales. Homesite sales
revenue accounted for 44 percent of the Partnership's
revenues for 1996, 50 percent for 1995, and 44 percent
for 1994. The operation of the marinas accounted for
41 percent of the Partnership's revenues in 1996, 30
percent in 1995 and 40 percent in 1994. Gains on sale
of investment land accounted for 1 percent of the
Partnership's revenues for 1996, and 5 percent in 1995,
and 1 percent in 1994.
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 accessories,
boat docks, lifts, 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
<PAGE> 19
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 1997. On December 31,
1996, the Partnership had cash and cash equivalents,
including short-term investments, of $4,591,000, and an
investment in a U.S. Treasury note of $997,000. On
December 31, 1996, the Partnership did not have any
significant contractual commitments for capital
expenditures to be made during 1997. During 1996, the
Partnership expended approximately $1,165,000 for home
and homesite development costs, and $778,000 for
improvements on land held for investment. In addition,
approximately $208,000 was spent for the Partnership's
commercial properties, and $189,000 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, distributions
from investee companies, and if necessary, bank
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
1996 Compared to 1995. Net earnings were
$3,034,000 for 1996 compared to $4,391,000 in 1995.
<PAGE> 20
The decrease in net earnings of $1,357,000 was
primarily due to a decrease in equity earnings from
Marina I of $519,000, a decrease in gains on the sale
of investment land of $458,000, and a decrease in
homesite sales less related direct costs of $392,000.
The Partnership sold 26 homesites in 1996, which
compares to 44 homesites sold in 1995. There were four
homesites sold in Bridgewater in 1996, the
Partnership's first single-family homesites
development. This compares with four homesites sold in
Bridgewater in 1995. The Partnership sold 18 homesites
from Cambridge in 1996, a single-family homesite
project located at Geist Lake. This compares with 40
homesites sold in Cambridge in 1995. Homesite sales in
Cambridge in 1996 were at a more sustainable level
after a very good first year. The Partnership
additionally sold four homesites in Morse Overlook in
1996, a newly completed single-family residential
project located at Morse Lake. Earnings from homesite
sales were $2,008,000 in 1996, which compares to
$2,400,000 in 1995. There was an increase in net
earnings per homesite sale in 1996 as a result of the
sale of a premier homesite on the peninsula in
Bridgewater, and the sale of a home in Cambridge that
the Partnership had used as a sales office. In the
fourth quarter of 1996, the Partnership reversed four
homesite sales as a result of two insolvent builders.
The Partnership is the general partner of Marina
I, which has developed 141 homesites in Cambridge.
Marina I sold 17 homesites in Cambridge in 1996, as
compared to 31 homesite sales in 1995. Marina I
reversed three homesite sales in the fourth quarter of
1996 due to two insolvent builders. Marina I received
$151,000 in 1996 from the Partnership's sale of
homesites that were partially owned by Marina I.
Additionally, the Partnership recognized $461,000 in
equity earnings from Marina I in 1996, compared to
$980,000 recognized in equity earnings in 1995. The
Partnership received a distribution of $398,000 from
Marina I in 1996. Most of the homesites owned directly
by the Partnership in Cambridge have been sold so that
future homesite sales will be from Marina I. The sales
in Marina I are not reflected on the Sales line in the
Partnership's Statement of Earnings, but the
Partnership's share of net earnings is included on the
Equity in Earnings line in the Statement of Earnings.
In December 1996, the Partnership sold six acres
of property that was not suitable for development at
Geist Crossing for $44,000, which resulted in a gain of
$40,000.
<PAGE> 21
Interest income increased to $428,000 in 1996
compared to $398,000 in 1995. This results from an
increase in interest earned on homesites sold on
contract by the Partnership in 1996.
The recreational facilities net revenues were
$92,000, an increase of $15,000 from the 1995 net
revenues of $77,000.
Net revenues from marina operations and boat sales
were $873,000, an increase of $33,000 from 1995 net
revenues of $840,000. This increase results from an
increase in the rental of boat docks and the sale of
boat docks and lifts, and is partially offset by the
decrease in net revenues at the service departments.
General and administrative expenses increased by
$117,000 to $919,000 in 1996, compared to $802,000 in
1995. This increase primarily results from an increase
in salaries and wages of $53,000, an increase of legal
fees of $29,000, and an increase in management fee
expense of $10,000.
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 1996 of $$90,000. The Partnership and
Irving Materials, Inc. are both guarantors of the
Corporation's bank loan, of which $2,276,000 was
outstanding at December 31, 1996.
The Partnership is not a taxable entity, and
consequently, there are no income taxes reflected in
the statements of earnings.
On July 1, 1996, certain shareholders of The
Marina II Corporation, the general partner, contributed
limited partner units to the general partner or
converted general partner units to limited partner
units, resulting in a contribution of a net total 4,474
limited partner units to the general partner, thereby
increasing general partner units. Earnings per unit
have been computed on the basis of 196,714 general
partner units and 478,421 limited partner units
outstanding from January 1 through June 30, 1996, and
201,188 general partner units and 473,947 limited
partner units outstanding from July 1 through December
31, 1996.
On April 18, 1996, the Partnership made a cash
distribution to the partners of record on April 4,
<PAGE> 22
1996, of $3.25 per unit of partnership interest, for a
total of $2,194,000.
Partners' equity increased by $844,000 during 1996
to $17,630,000. The increase was primarily due to 1996
net earnings of $3,034,000, which were partially offset
by the $3.25 per unit or $2,194,000 distribution to the
partners.
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 and 40 homesites from Cambridge in 1995.
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.
Marina I 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
<PAGE> 23
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.
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.
The Partnership recognized an equity loss from
Flatfork Creek Utility, Inc., (the "Corporation") in
1995 of $56,000.
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.
From time to time, the Partnership may publish
forward-looking statements relating to such matters as
anticipated financial performance, business prospects,
development activities and similar matters. The
Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements.
In order to comply with the terms of the safe harbor,
the Partnership notes that a variety of factors could
cause the Partnership's actual results and experiences
to differ materially from the anticipated results or
other expectations expressed in the Partnership's
forward-looking statements. The risks and
uncertainties that may affect the operations,
performance, development and results of the
Partnership's business include the following: (i) the
risk of adverse changes in the future level of demand
for real estate by the Partnership's customers and
prospective customers caused by regional or real
<PAGE> 24
estate-specific economic downturns, (ii) the potential
for adverse changes in federal income tax laws or
regulations that might prevent the Partnership from
continuing to be taxed as a partnership for income tax
purposes, and (iii) other risks detailed from time to
time in the Partnership's filings with the Securities
and Exchange Commission.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following are the financial statements of the
Partnership and The Marina I L.P. for the years ended
December 31, 1996, 1995, and 1994, 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> 25
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, 1996 and
1995, and the related statements of earnings, partners'
equity and cash flows for each of the years in the
three-year period ended December 31, 1996. 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, 1996 and 1995, and the results of its
operations and its cash flows for each of the years in
the three-year period ended December 31, 1996, in
conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Indianapolis, Indiana
February 24, 1997
<PAGE>
<PAGE> 26
<TABLE>
<CAPTION>
THE MARINA LIMITED PARTNERSHIP
Balance Sheets
December 31, 1996 and 1995
<S> <C> <C>
1996 1995
Assets
Cash and cash equivalents $ 4,591,103 5,307,824
Investment in U.S. Treasury note 996,875 --
Receivables from homesite sales 1,460,990 1,928,269
Other receivables and assets 612,229 621,232
Homes and homesites available for sale 2,107,566 1,832,111
Land and land improvements (note 3) 1,537,940 777,334
Marina property and
equipment, net (note 2) 2,080,772 2,079,206
Recreational facilities, net (note 2) 362,461 421,491
Commercial properties, net (note 2) 2,562,076 2,534,875
Other investments (note 4):
Marina I 1,931,943 1,870,668
Dockside Cafe 205,651 228,587
Flatfork Creek Utility --- 89,704
------------ ----------
$ 18,449,606 17,691,301
============ ==========
Liabilities and Partners' Equity
Accounts payable 383,372 366,302
Construction costs payable 128,014 79,931
Accrued bonuses 56,305 83,087
Deferred revenues and sale deposits 137,223 128,073
Amount payable to Flatfork Creek
Utility (note 1) 107,778 235,200
Amount payable as trustee (note 1) 7,265 13,092
------- -------
819,957 905,685
------- -------
Partners' equity:
General partner - 5,270,017 4,907,830
201,188 and 196,714 units
Limited partners - 12,359,632 11,877,786
473,947 and 478,421 units
---------- ----------
Total partners' equity 17,629,649 16,785,616
---------- ----------
$ 18,449,606 17,691,301
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 27
<TABLE>
<CAPTION>
THE MARINA LIMITED PARTNERSHIP
Statements of Earnings
Years ended December 31, 1996, 1995 and 1994
<S> <C> <C> <C>
1996 1995 1994
Revenues:
Homesite sales $ 3,386,508 4,992,000 3,331,173
Marina operations 3,156,123 3,064,744 3,061,636
Equity in earnings of investee companies
(notes 4 and 5) 386,089 919,835 693,320
Interest income 428,338 398,497 219,745
Rental income, net (note 6) 202,504 127,231 189,598
Recreational facilities, net 91,754 76,681 ---
Gain on sales of land held for investment (note 3) 39,981 498,373 66,814
--------- ---------- ---------
7,691,297 10,077,361 7,562,286
--------- ---------- ---------
Expenses:
Cost of homesites sold and related expenses 1,378,868 2,591,991 1,717,834
Marina operations 2,282,929 2,225,179 2,292,896
General and administrative 919,277 802,335 786,649
Management fees paid to general partner (note 1) 76,515 66,420 60,075
--------- --------- ---------
4,657,589 5,685,925 4,857,454
--------- --------- ---------
Net earnings 3,033,708 4,391,436 2,704,832
Net earnings attributable to general partner 894,471 1,279,532 788,107
Net earnings attributable to limited partners $ 2,139,237 3,111,904 1,916,725
=========== ========= =========
Weighted average number of limited
partner units outstanding 476,184 478,421 478,421
=========== ========= ========
Net earnings per limited partner unit $ 4.49 6.50 4.01
=========== ========= ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 28
<TABLE>
<CAPTION>
THE MARINA LIMITED PARTNERSHIP
Statements of Partners' Equity
Years ended December 31, 1996, 1995 and 1994
General Limited Total
partner's partners' partners'
equity equity equity
<S> <C> <C> <C>
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
Distributions to partners
($3.25 per unit) (639,321) (1,554,868) (2,194,189)
Exchange of 4,474 units, net 105,721 (105,721) ---
Utility refunds 1,316 3,198 4,514
Net earnings 894,471 2,139,237 3,033,708
-------- --------- ---------
Balance December 31, 1996 $ 5,270,017 12,359,632 17,629,649
=========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 29
<TABLE>
<CAPTION>
THE MARINA LIMITED PARTNERSHIP
Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,033,708 4,391,436 2,704,832
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Depreciation of properties 384,128 279,747 241,609
Equity in earnings of investee companies (386,089) (919,835) (693,320)
Collection of receivables relating to
prior years' homesite sales 1,054,228 539,734 566,876
Receivables on current year's homesite sales (586,949) (1,680,536) (541,459)
Gain on sales of land held for investment (39,981) (498,373) (66,814)
Homes and homesite development costs (1,164,570) (2,537,941) (1,012,666)
Cost of homesites sold 1,001,458 2,221,466 1,451,807
Change in operating assets and liabilities (116,480) 311,407 (83,615)
---------- ---------- ----------
Net cash provided by operating activities 3,179,453 2,107,105 2,567,250
---------- ---------- ----------
Cash flows from investing activities:
Investment in Marina I, net of distributions
received 397,630 810,200 (50,000)
Investment in Dockside Cafe, net of
distributions received 37,324 46,000 (144,000)
Additions to marina property and equipment (189,402) (688,621) (83,945)
Additions to recreational facilities (8,295) (432,653) ---
Cost of commercial properties (207,534) (1,121,341) (468,535)
Land and land development costs (777,770) (593,132) (240,174)
Proceeds from sales of land held for investment 44,250 2,278,000 359,293
Purchase of U.S. Treasury note (996,875) --- ---
Net cash provided (used) by
investing activities (1,700,672) 298,453 (627,361)
----------- ---------- ----------
Cash flows from financing activities:
Distributions to partners (2,194,189) (1,350,270) (675,135)
Utility refunds received 4,514 --- 6,589
Amount payable as trustee (5,827) (13,963) 877
----------- ----------- ---------
Net cash used in financing activities (2,195,502) (1,364,233) (667,669)
----------- ----------- ---------
Net increase (decrease) in cash
and cash equivalents (716,721) 1,041,325 1,272,220
Cash and cash equivalents at beginning of year 5,307,824 4,266,499 2,994,279
---------- ---------- ----------
Cash and cash equivalents at end of year $ 4,591,103 5,307,824 4,266,499
=========== ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 30
THE MARINA LIMITED PARTNERSHIP
Notes to Financial Statements
December 31, 1996, 1995 and 1994
(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 70
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.
The majority of the Partnership's activities and
operations are located in the Geist Lake area northeast
of Indianapolis, Indiana and in the Morse Lake area
north of Indianapolis. Its primary activities are the
development of homesites for sale and marina operations
at Geist and Morse Lakes.
Cash and Cash Equivalents
Cash and cash equivalents include cash balances,
certificates of deposit with maturities of less than
three months, and U.S. Treasury bills with maturities
of less than twelve months.
The Partnership maintains a separate accounting of
unclaimed limited partner unit distributions.
Home and Homesites Available for Sale
Properties available for sale are carried at the lower
of cost or estimated net realizable value. Properties
are classified as available for sale when marketing of
the properties for sale is authorized by management.
Sales of residential homesites are for cash, on
contract, or include purchase money mortgages. Sales
which satisfy a down-payment requirement of 10% of the
purchase price are recorded as revenue at the time of<PAGE>
<PAGE> 31
closing. Receivables from homesite sales are payable
over seven years with interest at 9% the first year,
10% the second year and 12% thereafter. 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.
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 using the relative
sales value and the specific identification methods.
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. Since the recreational
facilities are only incidental minor operations, the
results are shown on a net basis in the statement of
earnings.
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. Since the retail
properties are only incidental minor operations, the
results are shown on a net basis in the statement of
earnings.
Other Investments
The equity method is used to account for the
Partnership's 50% general partner investment in The
Marina I L.P. (Marina I), its 40% limited partner<PAGE>
<PAGE> 32
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 is included currently in
earnings. In 1991, the Partnership increased its
investment in Marina I for its share of costs incurred
for work performed by the limited partner. The limited
partner separately accounted for its share of these
costs.
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.
Rental Income
All leases are classified as operating leases, and
minimum rents are recognized monthly based on the terms
of the lease. Percentage rents are recognized monthly
based on reported sales.
Financial Instruments
The carrying amounts of the receivables 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.
Effective January 1, 1996, the Partnership adopted
Statement of Financial Accounting Standard No. 121,
Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of. Adopting this
standard did not have an impact on the 1996 financial
statements. The Partnership evaluates all of its real
estate investments periodically to assess whether any<PAGE>
<PAGE> 33
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. The tax basis of assets and liabilities
exceeds the book basis by $507,000 at December 31,
1996.
(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>
1996 1995
<S> <C> <C>
Land and land improvements $ 1,154,047 1,123,763
Marina buildings and equipment 3,516,290 3,359,438
----------- ---------
4,670,337 4,483,201
Accumulated depreciation 2,589,565 2,403,995
----------- ---------
$ 2,080,772 2,079,206
=========== ==========
</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, recreational facilities consisted
of the following:
<PAGE>
<PAGE> 34
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Land 55,000 65,000
Building and fixtures 339,463 367,653
394,463 432,653
Accumulated depreciation 32,002 11,162
$ 362,461 421,491
</TABLE>
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:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Buildings $ 2,998,004 2,795,586
Accumulated depreciation 435,928 260,711
----------- ---------
$ 2,562,076 2,534,875
=========== =========
</TABLE>
(3) Land and Land Improvements
At December 31, land and land improvements consisted of
the following:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Unimproved land and residential
land under development $ 945,372 236,886
Commercial sites under
development 592,568 540,448
------------ -------
$ 1,537,940 777,334
=========== =======
</TABLE>
In 1996, the Partnership sold six acres of a commercial
site under development to an unrelated party for
$44,250 in cash, which resulted in a gain of $39,981.
In 1995, the Partnership sold 8.3 acres of commercial
<PAGE>
<PAGE> 35
sites 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.
(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. The Partnership's equity in the earnings of
Marina I amounted to $461,405 in 1996, $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, 1996 and 1995 and for the years then
ended:
<TABLE>
<CAPTION>
<S> <C> <C>
Cash and cash equivalents $ 847 840
Home and homesites available for sale and
land and land improvements 3,071 2,484
Receivables from homesite sales 289 653
Other assets 3 103
Liabilities (145) (188)
Partners equity $ 4,065 3,892
Homesite sales and other revenues 1,444 3,035
Cost of homesites sold and expenses 579 1,135
Net earnings $ 865 1,900
</TABLE>
Marina pays various operational costs incurred for
Marina I, which are reimbursed by Marina I based on its
actual costs.
<PAGE>
<PAGE> 36
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.
To date, the only customers of Flatfork Creek Utility,
Inc. are the Partnership, Marina I and the resident
homeowners of homesites developed by the Partnership
and Marina I. In January 1997, the Partnership and
Marina I paid $196,812 and $590,436, respectively, as
advance payments for future utility hook-ups.
The Partnership, along with Irving Materials, Inc., are
both guarantors of the Corporation's $2,500,000 loan,
of which $2,275,929 was outstanding at December 31,
1996.
(5) Notes Payable to Bank
The Partnership has a $2,000,000 unsecured line of
credit which matures July 1, 1997 and bears interest at
the bank's prime rate. There were no borrowings on the
line of credit through December 31, 1996.
<PAGE>
<PAGE> 37
(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 $7,451
plus a percentage of sales over stated bases. Overage
rents of $90,016, $94,233 and $92,871 for 1996, 1995
and 1994 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 1996, 1995 or 1994.
During 1995, the Partnership began operating a 20,000
square foot retail and office development known as
Marina Village. Included in rental income in 1996 is
$149,733 from the retail tenants. At December 31,
1996, occupancy was 80%. In addition to minimum rent,
the leases require reimbursements of specified
operational expenses.
The Partnership also leases certain buildings and real
estate under short-term operating leases. Rental
income includes $6,250, $16,933 and $16,167 in 1996,
1995 and 1994, respectively, relating to these leases.
The minimum rent payments due under operating leases in
effect at December 31, 1996 are summarized as follows:
<TABLE>
<CAPTION>
Marina
Restaurants Village Total
<S> <C> <C>
1997 $ 149,400 189,100 338,500
1998 149,400 193,900 343,300
1999 149,400 196,700 346,100
2000 149,400 157,500 306,900
2001 12,500 20,200 32,700
Subsequent to 2001 --- --- ---
$ 610,100 757,400 1,367,500
========= ======= =========
</TABLE>
<PAGE>
<PAGE> 38
(7) Segment Information
The Partnership is engaged in two primary business
segments, the development and sale of homesites and
marina operations at Geist and Morse Lakes. Summarized
financial information by business segment for 1996,
1995 and 1994 is as follows (in thousands):
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C>
Revenues:
Homesite sales $ 3,387 4,992 3,331
Equity in earnings of homesite investee company 461 980 724
Marina operations 3,156 3,065 3,062
Other 687 1,040 445
------- ------ -----
$ 7,691 10,077 7,562
======= ====== =====
Operating income:
Homesite sales, including equity in earnings
of homesite investee company 2,469 3,380 2,337
Marina operations 873 840 769
Other 688 1,040 445
Corporate (996) (869) (847)
------- ----- -----
$ 3,034 4,391 2,704
======= ===== =====
Depreciation expenses:
Homesite sales 4 2 --
Marina operations 163 142 164
Other 217 136 78
---- ---- ----
$ 384 280 242
======== ==== ====
</TABLE>
<PAGE>
<PAGE> 39
Independent Auditors' Report
The Partners
The Marina I L. P.:
We have audited the accompanying balance sheets of The
Marina I L. P. as of December 31, 1996 and 1995, and
the related statements of earnings, partners' equity
and cash flows for each of the years in the three-year
period ended December 31, 1996. 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 I L. P. as of December
31, 1996 and 1995, and the results of its operations
and its cash flows for each of the years in the three-
year period ended December 31, 1996, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick LLP
Indianapolis, Indiana
February 24, 1997
<PAGE>
<PAGE> 40
<TABLE>
<CAPTION>
THE MARINA I L. P.
Balance Sheets
December 31, 1996 and 1995
1996 1995
<S> <C> <C>
Assets
Cash and cash equivalents $ 847,197 840,220
Receivables from homesite sales 288,756 652,539
Other receivables and assets 3,452 103,457
Homes and homesites available for sale 2,020,953 2,085,079
Land and land improvements 1,049,568 399,136
----------- ----------
$ 4,209,926 4,080,431
=========== ==========
Liabilities and Partners' Equity
Accounts payable 84,188 70,753
Deferred revenues and sale deposits 20,000 44,400
Amount payable to Flatfork Creek Utility 40,438 73,180
----------- ----------
144,626 188,333
----------- ----------
Partners' equity:
General partner 1,884,443 1,820,668
Limited partner 2,180,857 2,071,430
----------- ----------
Total partners' equity 4,065,300 3,892,098
----------- ----------
$ 4,209,926 4,080,431
=========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 41
<TABLE>
<CAPTION>
THE MARINA I L. P.
Statements of Earnings
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Revenues:
Homesite sales $ 1,363,884 2,946,813 2,478,813
Interest income 80,069 88,530 24,517
--------- --------- ---------
1,443,953 3,035,343 2,503,330
--------- --------- ---------
Expenses:
Cost of homesites sold and related 569,181 1,133,518 966,582
expenses
General and administrative 9,599 1,976 9,271
------- --------- -------
578,780 1,135,494 975,853
------- --------- -------
Net earnings 865,173 1,899,849 1,527,477
Net earnings attributable to 461,405 979,957 724,499
general partner ------- --------- --------
Net earnings attributable to $ 403,768 919,892 802,978
limited partner ======= ======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 42
<TABLE>
<CAPTION>
THE MARINA I L. P.
Statements of Partners' Equity
Years ended December 31, 1996, 1995 and 1994
General Limited Total
partner's partner's partners'
equity equity equity
<S> <C> <C> <C>
Balance December 31, 1993 $ 449,116 449,115 898,231
Distributions to partners (400,000) (400,000) (800,000)
Contributions by partners:
Land 427,296 504,284 931,580
Cash 450,000 450,000 900,000
Net earnings 724,499 802,978 1,527,477
--------- --------- ---------
Balance December 31, 1994 1,650,911 1,806,377 3,457,288
Distributions to partners (810,200) (789,800) (1,600,000)
Contributions by partners:
Land -- 134,961 134,961
Net earnings 979,957 919,892 1,899,849
--------- --------- ---------
Balance December 31, 1995 1,820,668 2,071,430 3,892,098
Distributions to partners (397,630) (452,370) (850,000)
Contributions by partners:
Land -- 158,029 158,029
Net earnings 461,405 403,768 865,173
--------- --------- ---------
Balance December 31, 1996 $ 1,884,443 2,180,857 4,065,300
=========== ========= =========
See accompanying notes to financial statements.
/TABLE
<PAGE>
<PAGE> 43
<TABLE>
<CAPTION>
THE MARINA I L. P.
Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 865,173 1,899,849 1,527,477
Adjustments to reconcile net earnings to
net cash provided (used) by operating
activities:
Collection on receivables relating to
prior years' homesite sales 489,198 351,398 ---
Receivables on current year's homesite sales (125,415) (448,877) (555,060)
Homes and homesite development costs (361,520) (394,447) (1,736,665)
Cost of homesites sold 425,646 999,480 847,340
Change in operating assets and liabilities 56,298 7,588 (133,709)
--------- --------- ---------
Net cash provided (used) by operating
activities 1,349,380 2,414,991 (50,617)
--------- --------- --------
Cash flows from investing activities:
Land and land development costs (492,403) (32,699) (366,437)
--------- -------- ---------
Net cash used by investing activities (492,403) (32,699) (366,437)
--------- -------- ---------
Cash flows from financing activities:
Distributions to partners (850,000) (1,600,000) (800,000)
Contributions by partners --- --- 900,000
--------- ---------- ---------
Net cash provided (used) by financing
activities (850,000) (1,600,000) 100,000
--------- ---------- ---------
Net increase (decrease) in cash
and cash equivalents 6,977 782,292 (317,054)
Cash and cash equivalents at beginning of year 840,220 57,928 374,982
-------- -------- --------
Cash and cash equivalents at end of year $ 847,197 840,220 57,928
============ ======= ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 44
THE MARINA I L. P.
Notes to Financial Statements
December 31, 1996, 1995 and 1994
Summary of Significant Accounting Policies
General
The Marina I L. P. (Marina I) was formed to develop
residential homesite land near Geist Lake northeast of
Indianapolis, Indiana. The general partner is The
Marina Limited Partnership (TMLP) and the limited
partner is Irving Materials, Inc. (Irving). Each
partner owns a 50% interest. Marina I is managed by
Marina II, the general partner of TMLP. Certain
expenses and costs incurred by Marina I are paid by
TMLP and then reimbursed by Marina I based on actual or
allocated amounts.
Contributions of land by the limited partner are valued
at amounts agreed upon by the partners which
approximate the partners' tax basis in the land.
Earnings and distributions are allocated as follows:
- - For earnings from homesite sales on land
contributed by Irving, Irving is first allocated an
amount equal to 20% of the gross sales price less
its tax basis in the land contributed, and TMLP is
allocated 5% of the gross sales price. Any
remaining earnings are allocated 40% to Irving and
60% to TMLP.
- - For earnings from all other homesite sales, TMLP is
first allocated a "management fee" based on profits
from the homesite sales, with the remainder
allocated 50% to each partner.
Cash and Cash Equivalents
Cash and cash equivalents include cash balances and
certificates of deposit with maturities of less than
three months.
Homes and Homesites Available for Sale
Properties available for sale are carried at the lower
of cost or estimated net realizable value. Properties
are classified as available for sale when marketing of
the properties for sale is authorized by management.
<PAGE> 45
Sales of residential homesites are for cash, on
contract, or include purchase money mortgages. Sales
which satisfy a down-payment requirement of 10% of the
purchase price are recorded as revenue at the time of
closing. Receivables from homesite sales are payable
over seven years with interest at 9% the first year,
10% the second and 12% thereafter. 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.
At the time a lot is sold, the Partnership accrues a
fee payable to Flatfork Creek Utility, Inc. (whose
partners are also TMLP and IMI) for the cost of certain
utility hook-up charges which is included in cost of
sales. In January 1997, Marina I paid $590,436 to
Flatfork Creek Utility, Inc. as advance payments for
future utility hook-ups.
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. These costs are allocated to land sales and
homesite projects using the relative sales value and
the specific identification methods.
Financial Instruments
The carrying amounts of the receivables 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.
<PAGE>
<PAGE> 46
Effective January 1, 1996, the Partnership adopted
Statement of Financial Accounting Standard No. 121,
Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of. Adopting this
standard did not have an impact on the 1996 financial
statements. The Partnership 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 Marina I is includable in the income tax returns of
the partners; accordingly, income taxes are not
reflected in these financial statements.
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.
<PAGE>
<PAGE> 47
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 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.
Date
<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 and 1934
Member, Indiana House
of Representatives (1)
Stanley E. Hunt Retired (2) 1930
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>
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. Hunt was President of The
Shorewood Corporation from 1977
through December 1994. <PAGE>
<PAGE> 48
3. Mr. Rosenberg became President of
the Company in 1982 and held the
position of Treasurer from 1984 to
June 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, except Mr. Hunt, 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,
1996, 1995, and 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and
Principal Position Year Salary Bonus
<S> <C> <C> <C>
Allen E. Rosenberg
President, 1996 $199,653 $187,992
Director of the 1995 174,462 202,525
General Partner 1994 146,866 173,275
</TABLE>
<PAGE>
<PAGE> 49
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. Mr. Hunt declined a
Director's fee for 1996.
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 a cash
bonus of $1,328 from the December 1996 sale of the
Partnership's land. Mr. Rosenberg additionally
received cash bonuses from the following sales of the
Partnership's land: $20,250 from the January 1995
sale, $6,000 from the February 1995 sale, $24,090 from
the March 1995 sale, $18,000 from the May 1995 sale,
and $11,400 from the August 1994 sale. 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 $9,128 was
paid to Mr. Rosenberg in March 1997, and $123,000 was
paid in December 1996, based on the 1996 lot sales and
income recognized by Marina I. 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.
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 $77,000 in 1996, 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.
<PAGE>
<PAGE> 50
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 1996, 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 21, 1997.
<TABLE>
<CAPTION>
Number of Percent
Limited Partner Units
of
Name Beneficially Owned Class
<S> <C> <C>
Patrick J. Bruggeman 9,300 2.0%
Allen E. Rosenberg 1,000(1) .2%
All Directors and Officers
of the General Partner
as a group (7 persons) 16,676(2) 3.3%
</TABLE>
1. Includes 1,000 Units owned by Mr.
Rosenberg's
wife.
2. Includes 7,376 Units owned by or
with spouses or others. Also
includes Units described in the
above note.
<PAGE>
<PAGE> 51
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. 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 29.8 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
Partnership plus the net limited partner units
subsequently acquired and converted into general
partner units.
The General Partner approved, effective June 30,
1996, the following transactions: (i) the conversion
of General Partner Units attributable to shares of the
General Partner that were owned by the estate of a
former shareholder into 3,400 Limited Partner Units,
and (ii) the conversion of 7,874 Limited Partner Units
held by shareholders of the General Partner into
General Partner Units and the contribution by such
shareholders of the units to the General Partner in
return for shares of common stock of the General
Partner. These transactions decreased the number of
Limited Partner Units by 4,474 units, to 473,947 units,
and increased the number of General Partner Units to
201,188 units.
Four of the Continuing Directors, in addition to
Mr. Hunt, are the current members of Board of Directors
of the General Partner. 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
<PAGE>
<PAGE> 52
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 49.6 percent of
the shares of the General Partner, and Mr. Rosenberg's
three children own approximately 14.9 percent of the
shares of the General Partner. The remaining shares of
the General Partner are owned by Patrick J. Bruggeman,
who owns 22.0 percent, John L. Woolling, who owns 9.2
percent, Stanley E. Hunt, who owns 3.3 percent, and
Lawrence L. Buell, who owns 1.0 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 an exhibit to the Partnership's 1993 Annual Report
on Form 10-K, 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.
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
<PAGE>
<PAGE> 53
Partner. If, for any reason, a shareholder who is also
a Director, 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
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.
<PAGE>
<PAGE> 54
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
$46,000 from the Partnership and Marina I in 1996, of
which $28,000 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 $23,000 from
the Partnership as a reimbursement for expenses
incurred for the construction of the Partnership's
sales office and Marina Village. The Board of
Directors of the General Partner approved the
transactions with Allen E. Rosenberg II.
Date
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 and The Marina I L.P. appear in Part II,
Item 8.
Independent Auditors' Report.
Balance Sheets -- December 31, 1996 and 1995.
Statements of Earnings -- Years Ended December 31,
1996, 1995 and 1994.
Statements of Partners' Equity -- Years Ended
December 31, 1996, 1995 and 1994.
Statements of Cash Flows -- Years Ended December
31, 1996, 1995 and 1994.
Notes to Financial Statements.
(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
<PAGE>
<PAGE> 55
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 following exhibits are filed as a part of this
Annual Report on Form 10-K:
<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
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)
<PAGE> 56
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 1996 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 21, 1997 By: /s/ Allen E. Rosenberg
Allen E. Rosenberg,
President of The Marina
II Corporation, the General
Partner of The Marina
Limited Partnership
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.
<PAGE>
<PAGE> 57
</TABLE>
<TABLE>
Date
<CAPTION>
Capacity With
Signature the General Partner Date
<S> <C> <C>
/s/ Patrick J. Bruggeman Director March 21, 1997
Patrick J. Bruggeman
/s/ Lawrence L. Buell Director March 21, 1997
Lawrence L. Buell
_____________________ Director March 21, 1997
Stanley E. Hunt
/s/ Allen E. Rosenberg Director and March 21, 1997
Allen E. Rosenberg President (Principal
Executive Officer)
/s/ John L. Woolling Director, March 21, 1997
John L. Woolling Vice President
and Secretary
/s/ Jane E. Nold Shriner Vice President, March 21, 1997
Jane E. Nold Shriner Treasurer, and Assistant
Secretary (Principal
Financial Officer)
/TABLE
<PAGE>
<PAGE> 58 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page No. or
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
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)
__________________________
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.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FILER'S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1996, 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-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,591,103
<SECURITIES> 996,875
<RECEIVABLES> 2,073,219
<ALLOWANCES> 0
<INVENTORY> 2,107,566
<CURRENT-ASSETS> 0
<PP&E> 6,543,249
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,449,606
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 17,629,649
<TOTAL-LIABILITY-AND-EQUITY> 18,449,606
<SALES> 6,542,631
<TOTAL-REVENUES> 7,691,297
<CGS> 3,661,797
<TOTAL-COSTS> 4,657,589
<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> 3,033,708
<EPS-PRIMARY> 4.49
<EPS-DILUTED> 4.49
</TABLE>
