<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
------------------------------
For Quarter Ended Commission File
- ----------------- ---------------
June 30, 1997 Number 0-17672
TOWER PARK MARINA INVESTORS, L.P.,
a California Limited Partnership
--------------------------------
(Exact name of registrant as specified in its charter)
California 95-4137996
- ------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16633 Ventura Boulevard, 6th Floor, Encino, California 91436
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's phone number, including area code: (818) 907-0400
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.
X
------- -------
Yes No
<PAGE>
INDEX
-----
<TABLE>
<CAPTION>
PAGE REFERENCE
<S> <C>
PART I. FINANCIAL INFORMATION
Balance Sheets at June 30, 1997 and
December 31, 1996 2
Statements of Operations for the three month
periods ended June 30, 1997 and 1996 3
Statements of Operations for the six month
periods ended June 30, 1997 and 1996 4
Statements of Cash Flows for the six month
periods ended June 30, 1997 and 1996 5
Notes to Financial Statements 6-13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 14-15
PART II. OTHER INFORMATION 16
</TABLE>
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
(Unaudited)
ASSETS
- ------
<S> <C> <C>
Cash $ 106,000 $ 20,000
Accounts receivable 156,000 135,000
Tower Park Marina, net 2,467,000 2,483,000
Other assets, net 263,000 236,000
----------- -----------
$ 2,992,000 $ 2,874,000
=========== ===========
<CAPTION>
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Accounts payable and accrued expenses $ 626,000 $ 836,000
Accounts payable and other liabilities
related to marinas to be abandoned 100,000 100,000
Interest payable 2,322,000 2,046,000
Advances from affiliates 1,965,000 1,390,000
Deferred rentals 228,000 226,000
Notes payable 6,733,000 6,736,000
Commitments and contingencies - -
----------- -----------
11,974,000 11,334,000
Partners' deficit:
Limited partners' deficit, $5,000
per unit, 4,508 units authorized, issued
and outstanding (8,032,000) (7,515,000)
Less deferred contributions (76,000) (76,000)
----------- -----------
(8,108,000) (7,591,000)
General partners' deficit (874,000) (869,000)
----------- -----------
Total partners' deficit (8,982,000) (8,460,000)
----------- -----------
$ 2,992,000 $ 2,874,000
=========== ===========
</TABLE>
See accompanying notes.
-2-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the three month periods ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Slip rentals $ 191,000 $ 311,000
RV Park 182,000 178,000
Lease income 41,000 62,000
Restaurant and retail 316,000 377,000
Other income 32,000 28,000
--------- ----------
762,000 956,000
--------- ----------
Expenses:
Cost of operations 666,000 795,000
Interest expense 214,000 210,000
Depreciation and amortization 29,000 87,000
Management fees paid to an affiliate 38,000 50,000
--------- ----------
947,000 1,142,000
--------- ----------
Net loss $(185,000) $ (186,000)
========= ==========
Allocation of net loss:
Limited Partners' $(183,000) $ (184,000)
General Partners' (2,000) (2,000)
--------- ----------
$(185,000) $ (186,000)
========= ==========
Limited Partners' net loss
per unit $(40.59) $(40.82)
========= ==========
</TABLE>
See accompanying notes.
-3-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the six month periods ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Slip rentals $ 357,000 $ 604,000
RV Park 290,000 290,000
Lease income 82,000 120,000
Restaurant and retail 423,000 542,000
Other income 49,000 53,000
---------- ----------
1,201,000 1,609,000
---------- ----------
Expenses:
Cost of operations 1,178,000 1,485,000
Interest expense 425,000 449,000
Depreciation and amortization 58,000 175,000
Management fees paid to an affiliate 62,000 86,000
---------- ----------
1,723,000 2,195,000
---------- ----------
Net loss $ (522,000) $ (586,000)
========== ==========
Allocation of net loss:
Limited Partners' $ (517,000) $ (580,000)
General Partners' (5,000) (6,000)
---------- ----------
$ (517,000) $ (586,000)
========== ==========
Limited Partners' net loss
per unit $ (114.69) $ (128.66)
========== ==========
</TABLE>
See accompanying notes.
-4-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the six month periods ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(522,000) $(586,000)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 58,000 175,000
Increase in accounts receivable (21,000) (2,000)
Increase in other assets (27,000) (228,000)
(Decrease) increase in accounts payable
and accrued expenses (210,000) 193,000
Increase in interest payable, net 276,000 455,000
Increase (decrease) in deferred rentals 2,000 (14,000)
--------- ---------
Net cash used for operating activities (444,000) (7,000)
--------- ---------
Cash flows from investing activities:
Construction in progress and improvements
to marina facilities (42,000) (60,000)
--------- ---------
Cash flows from financing activities:
Payments on notes payable (3,000) -
Advances from affiliates, net 575,000 181,000
--------- ---------
Net cash provided by financing activities 572,000 181,000
--------- ---------
Net increase in cash 86,000 114,000
Cash at the beginning of period 20,000 26,000
--------- ---------
Cash at the end of period $ 106,000 $ 140,000
========= =========
</TABLE>
See accompanying notes.
-5-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
Description of the Partnership
------------------------------
Tower Park Marina Investors, L.P. (formerly PS Marinas Investors I), a
California Limited Partnership (the "Partnership"), was organized under the
California Revised Limited Partnership Act, pursuant to a Certificate of
Limited Partnership filed on January 6, 1988 to acquire, own, and operate
and to a lesser extent, develop marina facilities.
The General Partners in the Partnership are Westrec Investors, Inc.
(formerly PS Marina Investors, Inc.), a wholly-owned subsidiary of Westrec
Properties, Inc. ("Westrec"), and B. Wayne Hughes, a shareholder of Westrec
until June 1990. Effective March 1, 1997, the limited partners approved the
substitution of Tower Park Marina Operating Corporation, a wholly owned
subsidiary of Westrec Financial, Inc., for Mr. Hughes.
The Partnership was formed to sell a maximum of 12,000 units of limited
partnership interest at $5,000 per unit ($60,000,000). The General Partners
have contributed a total of $1,000. On November 27, 1989, the Partnership's
offering was terminated with 4,508 units issued, resulting in $22,540,000 of
limited partner funds being raised (before commission discount of $3,000
granted to an investor). Half of each Limited Partner's total capital
contribution was deferred. The final installment was due on August 1, 1990,
and $76,000 of such deferrals remain outstanding.
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 amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
Net Realizable Value Reserve
----------------------------
As of June 30, 1997 the Partnership owns Tower Park Marina. Because of
continued operating cash flow deficits the Partnership allowed the Chandlers
Landing Yacht Club to be sold at a trustee foreclosure sale on February 6,
1996, and allowed the lender to foreclose on the ThunderBoat and Banyan Bay
Marinas on September 30, 1996.
A net realizable value reserve of $2,193,000 was established at December 31,
1995 to reduce the carrying value of Tower Park Marina to its then estimated
realizable value. No addition to this reserve was considered necessary at
June 30, 1997 or December 31, 1996 since the Partnership believes current
cash flows are sufficient to recover the carrying value of the marina.
-6-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(continued)
-----------
Net Realizable Value Reserve (continued)
----------------------------------------
In March 1995, the FASB issued Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of
" which requires impairment losses to be recorded on long-lived assets used
in operations when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
assets' carrying amount. Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The Company adopted
Statement 121 effective January 1, 1996. The adoption of Statement 121 had
no significant impact on the Partnership's financial statements.
Offering and Organization Costs
-------------------------------
Costs incurred in preparing Partnership documents, prospectuses and any
other sales literature, costs incurred in qualifying the units for sale
under federal and state securities laws and costs incurred in marketing the
units have been charged to the limited partners' equity to the extent the
total does not exceed 5% of the gross proceeds of the offering. The amount
by which these organization and registration costs exceeded 5% of the gross
proceeds of the offering were borne by Westrec Investors, Inc. (formerly PS
Marina Investors, Inc.).
Cash Distributions
------------------
Prior to December 1994, the General Partners had an interest in Cash Flow
from Operations (as defined) and Cash from Sales or Refinancings (as
defined) based on the timing and amount of prior distributions. No
distributions have been made since 1991.
In December 1994, in connection with the settlement of a lawsuit brought by
33 limited partners of the Partnership, the General Partners agreed to
reduce their interest in all future cash distributions from any source to
1%.
Allocations of Net Income or Loss
---------------------------------
As set forth in the Partnership Agreement, net loss shall be allocated 99%
to the Limited Partners and 1% to the General Partners. Net income shall
generally be allocated to Partners in proportion to their cash
distributions.
-7-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(continued)
-----------
Earnings Per Unit
-----------------
Per unit data is based on the weighted average number of the Limited
Partnership units outstanding during the period; 4,508.
Marina Facilities
-----------------
Marina facilities are stated at cost to the Partnership less net realizable
value reserves. Depreciation is calculated on a straight-line basis.
Depreciable lives for the major asset categories are as follows:
<TABLE>
<CAPTION>
Asset Category Depreciable Life
-------------- ----------------
<S> <C>
Buildings 20 years
Improvements 20 years
Floating docks 7 years
Fixed docks 20 years
Dry storage racks 7 years
Furniture, fixtures and equipment 7 years
Leasehold interest life of lease
</TABLE>
Taxes Based on Income
---------------------
Taxes based on income are the responsibility of the individual partners and
accordingly, are not reflected in the accompanying financial statements.
-8-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
2. MARINA FACILITIES
-----------------
Marina facilities include the purchase price of the properties and related
acquisition and closing costs. The Partnership pays an acquisition fee of 6%
of the contract purchase price of the marina facilities, plus a development
fee of 6% of the cost of improvements made to the Marina facilities.
Capitalized as a cost of marina facilities were development fees paid to
Westrec of $2,000 and $3,000 for the six months ended June 30, 1997 and
1996, respectively. Marina facilities at June 30, 1997 and December 31, 1996
were comprised of the following:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Land $ 1,040,000 $ 1,040,000
Buildings 2,078,000 2,078,000
Improvements 1,999,000 1,999,000
Floating docks 2,755,000 2,755,000
Furniture, fixtures and equipment 1,120,000 1,120,000
Leasehold interest 941,000 941,000
Construction in progress 42,000 -
----------- -----------
9,975,000 9,933,000
Less accumulated depreciation
and amortization (5,315,000) (5,257,000)
----------- -----------
4,660,000 4,676,000
Other assets related to marinas
to be abandoned - -
Net realizable value reserve (2,193,000) (2,193,000)
----------- -----------
$ 2,467,000 $ 2,483,000
=========== ===========
</TABLE>
The Partnership's marina is not generating satisfactory levels of cash flows
and cash flow projections do not indicate significant improvement in the
near term. These matters raise substantial doubt about the Partnership's
ability to recover the carrying value of its assets (not withstanding the
writedown of the marina facility to its net realizable value) and to
continue as a going concern. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities
that may result from the possible inability of the Partnership to continue
as a going concern.
-9-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
3. NOTES PAYABLE
-------------
Notes payable at June 30, 1997 and December 31, 1996 consist of the
following:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Note payable to an individual, bearing
interest at 11% per annum, secured by
deed of trust on Tower Park Marina, due
on February 28, 1998. $6,715,000 $6,715,000
Other 18,000 21,000
---------- -----------
$6,733,000 $6,736,000
========== ===========
<CAPTION>
At June 30, 1997 future principal payments are as follows:
Year
----
<S> <C>
1997 $ 7,000
1998 6,719,000
1999 4,000
2000 3,000
----------
$6,733,000
==========
</TABLE>
Throughout 1991, 1992, 1993 and 1994, the Partnership was involved in
various negotiations with the lender, a financial institution, and its
successor, Resolution Trust Corporation ("RTC"), to restructure or otherwise
settle the note secured by Tower Park Marina. In January 1995, the RTC sold
the note as part of a sales initiative to a third party. The note was
immediately sold to an affiliate of the individual general partner. The
Partnership entered into an option agreement (which expired on April 10,
1996) to purchase the note from its current holder for its cost ($1,700,000)
plus carrying costs. In connection with the substitution of Tower Park
Marina Operating Corporation for Mr. Hughes as General Partner, Mr. Hughes
entered into a new option agreement with the Partnership, which allows the
Partnership to purchase the note secured by Tower Park Marina, for Mr.
Hughes' cost, $1,700,000, plus $68,000 of accrued unpaid interest. As of
June 30, 1997, the note was reflected on the Partnership's balance sheet at
its face value of $6,715,000 with an additional $2,322,000 being shown as
accrued unpaid interest. The option is initially for a one year period
expiring on February 28, 1998. The Partnership may extend the option
agreement for two additional one year periods by paying Mr. Hughes $50,000
for each one year extension. The extension payment will be applied as a
reduction in the principal amount due. For the six months ended June 30,
1997 the Partnership paid $91,000 in interest on this note.
-10-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
3. NOTES PAYABLE (continued)
-------------------------
In October 1993, the Partnership discontinued making payments on its
$2,000,000 note payable secured by ThunderBoat Marina and Banyan Bay Marina.
In September 1994, the lender initiated an action seeking to foreclose on
the marinas. In January 1995, the Partnership entered into a forbearance
agreement in which the lender agreed to forbear action to foreclose until
July 15, 1995 as long as the Partnership made monthly payments to the lender
of $4,000. As part of the forbearance agreement, the Partnership agreed that
if the note was not paid in full or otherwise acceptably restructured prior
to July 15, 1995, the lender would be entitled to a judgment of foreclosure.
In July 1995, the Partnership and the lender agreed to extend the
forbearance period until February 15, 1996. The extension required an
initial fee of $30,000 and monthly payments, beginning in September 1995, of
$25,000, which were applied to accrued unpaid interest. In February 1996,
the lender offered to extend the forbearance period if the monthly payments
were increased to $40,000. Due to the continued operating cash flow deficits
of the properties and the inability to sell the Banyan Bay Marina, the
Partnership allowed the Lender to foreclose on the properties on September
30, 1996.
On October 5, 1995, the loan secured by Chandlers Landing Yacht Club was
sold to President's Square Limited Partnership. On October 13, 1995,
President's Square Limited Partnership notified the Partnership that it was
in default of several provisions of the loan, and demanded that the defaults
be corrected within 30 days or the note would be accelerated and due
immediately. As all the conditions of default could not be corrected, and
after evaluating the current value of the property, the Partnership allowed
the property to be sold at a trustee foreclosure sale on February 6, 1996.
The Partnership's ability to continue as a going concern is dependent upon
their ability to exercise their option on the note secured by Tower Park
Marina and improved operational cash flow. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible inability of
the Partnership to continue as a going concern.
4. RELATED PARTY TRANSACTIONS
--------------------------
The Partnership has an agreement with Westrec Marina Management, Inc., an
affiliate of Westrec, to manage the day-to-day operations of the marina for
a fee equal to 6% of the marina's monthly gross revenues (as defined).
Management fees for the six months ended June 30, 1997 and 1996, were
$62,000 and $86,000, respectively.
In connection with funding operating deficits and with the acquisition of
marina facilities, funds have been borrowed from Westrec. These borrowings
accrue interest at the prime rate plus 1% (9.50% at June 30, 1997). Total
interest paid or accrued to Westrec for the six months ended June 30, 1997
and 1996 was $57,000 and $49,000, respectively.
-11-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
5. COMMITMENTS AND CONTINGENCIES
-----------------------------
In September 1994, Mr. Leaman, the prior owner of ThunderBoat and Banyan Bay
Marinas, filed suit alleging that the Partnership had failed to pay him
$1,100,000 of additional compensation relating to the Partnership's purchase
of ThunderBoat and Banyan Bay Marinas. In connection with the purchase of
these properties from Mr. Leaman in 1989, the Partnership entered into an
employment agreement that provided that Mr. Leaman would be entitled to earn
a bonus, payable over three years. The maximum bonus that Mr. Leaman could
have earned was $1,100,000. Mr. Leaman resigned from his employment in less
than one year. Mr. Leaman has alleged that the bonus is actually just
deferred consideration due from his sale of the properties to the
Partnership. The Partnership intends to defend the case vigorously.
In October 1992, thirty-three of the Partnership's Limited Partners,
representing 130 of the Partnership's 4,508 Limited Partner units, filed a
complaint against the Partnership, its General Partners and others. The suit
alleged securities fraud, negligent misrepresentation and breach of
fiduciary duty. This matter was settled in December 1994. The terms of the
settlement required: (1) the General Partners to forgive advances totalling
$577,000 previously made to the Partnership, (2) the General Partners to
bear all costs of administering the Partnership for three years, (3) the
General Partners to reduce their interest in future cash distributions of
the Partnership to one percent, and (4) the General Partners to pay $120,000
to the plaintiff's attorneys in reimbursement of fees.
In November 1991, contamination was discovered in the area surrounding a
fuel storage tank at Tower Park Marina. Environmental consultants have been
engaged to perform sampling to determine the extent of the contamination.
Presently, sufficient data has not been obtained to estimate the cost of
remediation, consequently no loss accrual has been made in the financial
statements.
The Partnership operates a portion of Tower Park Marina on approximately 14
acres of waterfront property under a lease with the California State Land
Commission (the "CSLC Lease"). The CSLC Lease expires on December 31, 1998,
and provides that it may be renewed for two successive periods for 10 years
each. The CSLC Lease provides for an annual rental based on gross receipts,
with a minimum annual rental of $5,000 payable in advance. Rent expense
associated with the CSLC Lease is included in cost of operations and was
$21,000 for each of the six month periods ended June 30, 1997 and 1996.
Annual minimum lease payments are as follows:
Year
----
1997 $2,000
1998 5,000
------
$7,000
======
-12-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
6. PROFORMA INFORMATION
--------------------
As discussed in Notes 2 and 3, the Partnership's ThunderBoat Marina and
Banyan Bay Marina were foreclosed on effective September 30, 1996 and
Chandlers Landing Yacht Club was sold at a trustee foreclosure sale on
February 6, 1996. Below is proforma information for the Partnership,
excluding the operations of ThunderBoat Marina, Banyan Bay Marina, Chandlers
Landing Yacht Club for the six months ended June 30, 1996.
1996
---------
Revenues $1,424,000
Expenses 1,681,000
----------
Net loss $ (257,000)
==========
-13-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
June 30, 1997
(Unaudited)
The Partnership's operations for the six months ended June 30, 1997 consist of
Tower Park Marina in the Sacramento - San Joaquin Delta near Sacramento,
California. As of June 30, 1997, the marina had the following occupancies:
<TABLE>
<CAPTION>
Tower Park Marina
-----------------
Spaces %
Available Occupied
---------------------
<S> <C> <C>
Wet slips 235(1) 91.9%
Dry storage 184 67.4%
RV Park 130 76.9%
</TABLE>
(1) non-transient spaces only
For the six months ended June 30, 1997, revenues for Tower Park Marina declined
$124,000 to $1,194,000. The decline was primarily due to a $115,000 decrease in
restaurant revenues and a $19,000 decline in slip rental revenues. The
reduction in restaurant revenues is due to a decline in activity at the property
and a reduction in the hours of operation. Overall the property's net operating
income declined $54,000 to zero for the six months ended June 30, 1997.
Construction of a pool and jacuzzi are currently being completed and should
attract new customers to the property and encourage existing customers to
utilize the facilities more frequently.
The Partnership's net loss of $522,000 for the six months ended June 30, 1997
includes $58,000 of depreciation and amortization, a non-cash item, a decline of
$53,000 in cash flow over the same period of a year ago.
Liquidity and capital resources
- -------------------------------
Since its inception in 1988 the Partnership has operated at a deficit. These
deficits have been partially covered by advances from the General Partners and
cash reserves. In addition, the Registrant has discontinued making debt service
payments on substantially all of its notes. As a result, all of the
Partnership's properties have been lost to foreclosure, with the exception of
Tower Park Marina.
-14-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
June 30, 1997
(Unaudited)
Throughout 1991, 1992, 1993 and 1994, the Partnership was involved in various
negotiations with the lender, a financial institution, and its successor,
Resolution Trust Corporation ("the RTC"), to restructure or otherwise settle the
note secured by Tower Park Marina. In January 1995, the RTC sold the note as
part of a sales initiative to a third party. The note was immediately sold to
an affiliate of the individual general partner. The Partnership entered into an
option agreement to purchase the note from the affiliate at its cost
($1,700,000) plus carrying costs. The option agreement originally expired on
April 10, 1996, and has been extended until February 28, 1998.
The Partnership's ability to continue as a going concern is dependent upon their
ability to exercise their option on the note secured by Tower Park Marina and
improved operating results at Tower Park Marina.
Between 1988 and 1996, the Registrant received advances from affiliates of the
General Partners. These advances were utilized to acquire properties, make
capital improvements to the properties, cover operating deficits, and to a
lesser extent, make distributions to the partners.
-15-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
PART II. OTHER INFORMATION
June 30, 1997
(Unaudited)
ITEMS 1 through 6 are inapplicable.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: August 7, 1997
TOWER PARK MARINE INVESTORS, L.P.
a California Limited Partnership
BY: Westrec Investors, Inc.
General Partner
BY: Jeffrey K. Ellis
----------------
Jeffrey K. Ellis
Vice President
-16-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 106,000
<SECURITIES> 0
<RECEIVABLES> 156,000
<ALLOWANCES> 0
<INVENTORY> 155,000
<CURRENT-ASSETS> 417,000
<PP&E> 7,782,000
<DEPRECIATION> (5,315,000)
<TOTAL-ASSETS> 2,992,000
<CURRENT-LIABILITIES> 726,000
<BONDS> 6,733,000
0
0
<COMMON> 0
<OTHER-SE> (8,982,000)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 2,992,000
<SALES> 0
<TOTAL-REVENUES> 1,201,000
<CGS> 0
<TOTAL-COSTS> 1,178,000
<OTHER-EXPENSES> 120,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 425,000
<INCOME-PRETAX> (522,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (522,000)
<EPS-PRIMARY> (114.69)<F2>
<EPS-DILUTED> (114.69)<F2>
<FN>
<F1>TOTAL PARTNERS' DEFICIT
<F2>LIMITED PARTNERS' NET LOSS PER UNIT
</FN>
</TABLE>
