MARINA LIMITED PARTNERSHIP
10-Q, 2000-05-15
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                      20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended: March 31, 2000             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 Identification
incorporation or organization)              Number)



11691 Fall Creek Road, Indianapolis, IN          46256
- ---------------------------------------    -----------------
(Address of principal executive offices)       (Zip Code)



Registrant's telephone number, including area code:    (317) 845-0270
                                                       --------------





Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


                                    YES X    NO



                                Page 1 of 9 Pages


<PAGE>








                         THE MARINA LIMITED PARTNERSHIP

                                    FORM 10-Q

                                Table of Contents



PART I.  FINANCIAL INFORMATION                                         Page No.
- ------------------------------                                         --------

Item 1.  Financial Statements (unaudited)

         A.  Balance Sheets - March 31, 2000, and December 31, 1999.       3

         B.  Statements of Earnings - Comparative three months ended
             March 31, 2000, and 1999.                                     4

         C.  Statements of Cash Flows - Comparative three months ended
             March 31, 2000, and 1999.                                     5

         D.  Note to Interim Financial Statements                          6


Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                   7

Item 3.  Quantitative and Qualitative Disclosures about Market Risk        8


PART II. OTHER INFORMATION
- --------------------------
          (The  items  of Part  II are  inapplicable  or the  answers
           thereto are negative  and,  accordingly,  no reference is
           made to said items in this report.)


Signature                                                                  9








                                Page 2 of 9 Pages


<PAGE>




                         PART I - FINANCIAL INFORMATION
                         THE MARINA LIMITED PARTNERSHIP
                    ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

    The financial information incorporated in this form reflects all adjustments
which are, in the opinion of  management,  necessary to a fair  statement of the
results for the interim period.

                        A. THE MARINA LIMITED PARTNERSHIP
                                 Balance Sheets
                      March 31, 2000, and December 31, 1999
                                   (Unaudited)
        Assets                                             2000         1999
        ------                                             ----          ----

Cash and cash equivalents .........................   $ 7,510,849   $ 8,527,375
Receivables from homesite sales ...................       803,490       511,351
Other receivables and assets ......................     1,532,680       668,183

Properties held for sale:
        Homes and homesites available for sale ....     3,127,610     2,628,689
        Land and land improvements ................       983,147       976,837
                                                      -----------   -----------
                                                        4,110,757     3,605,526
                                                      -----------   -----------

Property and equipment:
        Marine and other, net .....................     2,767,754     2,846,509
        Recreational facilities, net ..............       476,542       484,264
        Commercial properties, net ................     2,091,133     2,133,992
                                                      -----------   -----------
                                                        5,335,429     5,464,765
                                                      -----------   -----------

Other investments:
        Marina I ..................................     3,845,899     3,700,356
        Investments in and Advances to
         Flatfork Creek Utility                           488,751       503,548
                                                      -----------   -----------
                                                      $23,627,855   $22,981,104
                                                      ===========   ===========

        Liabilities and Partners' Equity

Accounts payable ..................................   $   467,972   $   399,959
Accrued bonuses ...................................       170,811       157,534
Deferred revenues and sale deposits ...............       761,970       202,148
                                                      -----------   -----------

                       Total Liabilities .......        1,400,753       759,641
                                                      -----------   -----------


Partners' equity:
        General partner ...........................     8,513,834     8,511,679
        Limited partners ..........................    13,713,268    13,709,784
                                                      -----------   -----------
                       Total partners' equity ...      22,227,102    22,221,463
                                                      -----------   -----------
                                                      $23,627,855   $22,981,104
                                                      ===========   ===========

                                Page 3 of 9 Pages


<PAGE>







                        B. THE MARINA LIMITED PARTNERSHIP

                             Statements of Earnings
                   Three Months Ended March 31, 2000, and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         2000             1999
                                                                         ----             ----
<S>                                                                   <C>             <C>
Revenues:
        Homes and homesite sales .................................    $ 373,000       $ 396,000
        Marine operations ........................................      232,314         273,490
        Equity in earnings of investee companies .................      130,746         126,411
        Interest income ..........................................      157,605          97,941
        Rental income, net .......................................       82,724          81,833
        Recreational facilities, net .............................      (37,578)        (29,477)
        Miscellaneous ............................................          932           2,000
                                                                      ---------       ---------
                                                                        939,743         948,198
                                                                      ---------       ---------

Costs and expenses:
        Cost of homes and homesites sold and related expenses ....      254,278         275,349
        Marine operations ........................................      397,576         413,827
        General and administrative ...............................      276,187         253,399
        Management fees paid to general partner ..................        6,064           3,765
                                                                      ---------       ---------
                                                                        934,105         946,340
                                                                      ---------       ---------

                           Net earnings ..........................        5,638           1,858

Net earnings attributable to general partner .....................        2,155             710
                                                                      ---------       ---------

Net earnings attributable to limited partners ....................    $   3,483       $   1,148
                                                                      =========       =========

Weighted average number of limited partner units outstanding .....      416,715         416,715
                                                                      =========       =========

Net earnings per limited partner unit ............................    $    .008       $    .003
                                                                      =========       =========
</TABLE>







                                Page 4 of 9 Pages


<PAGE>





                        C. THE MARINA LIMITED PARTNERSHIP

                            Statements of Cash Flows
                   Three Months Ended March 31, 2000, and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    2000                 1999
                                                                                    ----                 ----
<S>                                                                            <C>                  <C>
Cash flows from operating activities:
        Net earnings ........................................................  $     5,638          $     1,858

Adjustments  to  reconcile  net  earnings  to net  cash  provided  by
operating activities:
        Depreciation of properties ..........................................      131,064              123,666
        Equity in earnings of investee companies ............................     (130,746)            (126,411)
        Collection of receivables relating to prior years' homesite sales ...       29,861              121,203
        Receivables on current year's homesite sales ........................     (322,000)            (117,000)
        Progress payments received from home buyers .........................      694,798              580,015
        Development costs ...................................................   (1,290,129)            (451,954)
        Cost of homes and homesites sold ....................................       90,100              134,100
        Deferred revenues and sale deposits .................................      559,822              797,654
        Change in operating assets and liabilities ..........................     (783,206)            (491,456)
                                                                               -----------          -----------
Net cash provided (used) by
        operating activities ................................................   (1,014,798)             571,675
                                                                               -----------          -----------

Cash flows from investing activities:
        Reduction in Advance to Flatfork Creek Utility ......................          -0-              250,000
        Additions to marine property and equipment ..........................       (1,728)            (243,372)
        Additions to recreational facilities ................................          -0-              (34,688)
                                                                               -----------          -----------
        Net cash (used) by investing activities .............................       (1,728)             (28,060)
                                                                               -----------          -----------

        Net increase (decrease) in cash and cash equivalents ................   (1,016,526)             543,615

Cash and cash equivalents at beginning of period ............................    8,527,375            5,960,801
                                                                               -----------          -----------

Cash and cash equivalents at end of period ..................................  $ 7,510,849          $ 6,504,416
                                                                               ===========          ===========
</TABLE>







                                Page 5 of 9 Pages


<PAGE>






                        D. THE MARINA LIMITED PARTNERSHIP

                      Note to Interim Financial Statements
                   Three Months Ended March 31, 2000 and 1999
                                   (Unaudited)



Note (1) Basis of Presentation

       A summary of significant  accounting  policies used by The Marina Limited
Partnership is set forth in Note 1 of Notes to Financial  Statements included in
the December 31, 1999 Annual Report Form 10-K.

       The interim  financial  statements  have been prepared in accordance with
instructions  to Form 10-Q, and therefore,  do not include all  information  and
footnotes  necessary for a fair presentation of financial  position,  results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles.

       The interim  financial  statements  at March 31, 2000,  and for the three
months  ended  March 31,  2000 and 1999,  have not been  audited by  independent
accountants,  but reflect, in the opinion of management,  all adjustments (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial position, results of operations and cash flows for such periods.

       Certain  balances  in 1999  have been  reclassified  to  conform  to 2000
classifications.























                                Page 6 of 9 Pages


<PAGE>







ITEM 2.
       MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
       OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED March 31, 2000 AND 1999.

         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 included
       elsewhere herein.

       Homesite Sales

         During  the  three  months  ended  March 31,  2000 and  1999,  the
       Partnership sold homesites as follows:

                                                     Morse
                          Bridgewater   Cambridge   Overlook      Total

       March 31, 2000           1           0           1           2
       March 31, 1999           1           1           1           3

         The  Partnership  is the  general  partner of Marina I LP ("Marina
       I"),  which also  develops  homesites.  During the three months ended
       March 31,  2000,  Marina I sold seven  homesites  as compared to five
       homesite sales in 1999.


       Reservoir Water Levels
       Marine Operations
            During  1999 the  precipitation  experienced  in the Morse and Geist
       Lakes area was insufficient to maintain the water at normal levels.  Such
       condition  did not  significantly  impact  the  first  quarter  of  2000.
       However,  if  precipitation  is  insufficient  to  return  the  water  to
       substantially  normal levels very soon, the Partnerships'  Marine results
       of  operations  in the year 2000 will be adversely  affected.  During the
       first  quarter  of 2000 the water  levels  have  risen but are not yet at
       normal level. The foregoing  discussion of reservoir water levels include
       forward-looking statements reflecting the Partnership's current knowledge
       of the impact of water levels on marine  operations.  See the 1999 Annual
       Report on Form 10-K for further information.


       Homesite Sales
            Because of the low water level described in the preceding paragraph,
       should the reservoirs not return to  substantially  normal levels,  there
       may be an adverse impact on water oriented homesite sales.




                                Page 7 of 9 Pages


<PAGE>








       Results of Operations
       Three Months ended March 31
          2000 Compared to 1999.
          Net  earnings  increased  nominally  in 2000 from  1999.  This was
       primarily the result of a decrease in earnings from marine operations
       of $25,000,  increased  equity  earnings  from Marina I and  Flatfork
       Creek of $4,000 and an increase in home office and other  earnings of
       $23,000 which is net of general and administrative expenses.

          Earnings from home and homesite sales were $118,700 in 2000, which
       compares to $120,700 in 1999.

          The Partnership  recognized  $145,500 as its share of the earnings
       from Marina I in 2000, compared to $142,600 in 1999. This increase is
       the result of  homesite  sales of  $467,000  in 2000 as  compared  to
       $415,000 in 1999.

          Other  receivables and assets are higher on March 31, 2000 due to the
       seasonal increase in inventory of new boats.

          As of March  31,  2000,  the  Partnership  collected  $674,000  of
       advance dock rental toward the 2000 boating season.  This is compared
       to $867,000  collected as of March 31, 1999. The rental  payments are
       deferred when  received and  recognized as earned during the April to
       September boating season.

          On April 5, 2000, the Partnership made a cash  distribution to the
       partners  of  record  on  March  27,  2000,  of  $5.50  per  unit  of
       partnership interest,  for a total of $3,711,000.  This compares to a
       cash distribution of $3.85 per partnership unit on April 5, 1999.






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

          Pursuant to Item 305(e) of Regulation  S-K, the  Partnership  is not
        required to provide information in response to this Item 3.




                                Page 8 of 9 Pages


<PAGE>









                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                     THE MARINA LIMITED PARTNERSHIP
                                                           (Registrant)



                                     By:   /s/ Donald J. Calabria
Donald J. Calabria
                                        Vice President and
                                        Chief Financial Officer
                                        The Marina II Corporation
                                        General Partner of
                                        The Marina Limited Partnership






DATE: May 15, 2000











                                Page 9 of 9 Pages


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STAEMENTS CONTAINED IN THE FILER'S FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 2000, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                       6,504,416
<SECURITIES>                                         0
<RECEIVABLES>                                1,028,760
<ALLOWANCES>                                         0
<INVENTORY>                                  3,935,579
<CURRENT-ASSETS>                                     0
<PP&E>                                       5,970,601
<DEPRECIATION>                                 123,666
<TOTAL-ASSETS>                              22,542,484
<CURRENT-LIABILITIES>                        1,933,909
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  20,608,575
<TOTAL-LIABILITY-AND-EQUITY>                22,542,484
<SALES>                                        669,490
<TOTAL-REVENUES>                               948,198
<CGS>                                          317,288
<TOTAL-COSTS>                                  934,105
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  5,638
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,638
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0


</TABLE>


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