<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
- ----------------- ---------------
March 31, 1997 Number 0-17672
TOWER PARK MARINA INVESTORS, L.P.,
(formerly PS MARINA INVESTORS I,)
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>
PART I. FINANCIAL INFORMATION PAGE REFERENCE
<S> <C>
Balance Sheets at March 31, 1997 and
December 31, 1996 2
Statements of Operations for the three month
periods ended March 31, 1997 and 1996 3
Statements of Cash Flows for the three month
periods ended March 31, 1997 and 1996 4
Notes to Financial Statements 5-12
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 13-14
PART II. OTHER INFORMATION 15
</TABLE>
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Cash $ 54,000 $ 20,000
Accounts receivable 146,000 135,000
Tower Park Marina, net 2,465,000 2,483,000
Other assets, net 302,000 236,000
---------- ----------
$2,967,000 $2,874,000
========== ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Accounts payable and accrued expenses $ 717,000 $ 836,000
Accounts payable and other liabilities
related to marinas to be abandoned 100,000 100,000
Interest payable 2,207,000 2,046,000
Advances from affiliates 1,787,000 1,390,000
Deferred rentals 218,000 226,000
Notes payable 6,735,000 6,736,000
Commitments and contingencies - -
----------- -----------
11,764,000 11,334,000
Partners' equity (deficit):
Limited partners' equity (deficit), $5,000
per unit, 4,508 units authorized, issued
and outstanding (7,849,000) (7,515,000)
Less deferred contributions (76,000) (76,000)
----------- -----------
(7,925,000) (7,591,000)
General partners' deficit (872,000) (869,000)
----------- -----------
Total partners' equity (deficit) (8,797,000) (8,460,000)
----------- -----------
$ 2,967,000 $ 2,874,000
=========== ===========
</TABLE>
See accompanying notes.
-2-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
STATEMENTS OF OPERATIONS
For the three month periods ended March 31, 1997, and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Revenues:
Slip rentals $ 166,000 $ 293,000
RV Park 108,000 112,000
Lease income 41,000 58,000
Restaurant and retail 107,000 165,000
Other income 17,000 25,000
--------- ----------
439,000 653,000
--------- ----------
Expenses:
Cost of operations 512,000 690,000
Interest expense 211,000 252,000
Depreciation and amortization 29,000 88,000
Management fees paid to an affiliate 24,000 36,000
--------- ----------
776,000 1,066,000
--------- ----------
Net loss $(337,000) $ (413,000)
========= ==========
Allocation of net loss:
Limited Partners' $(334,000) $ (409,000)
General Partners' (3,000) (4,000)
--------- ----------
$(337,000) $ (413,000)
========= ==========
Limited Partners' net loss
per unit $ (74.09) $ (90.73)
========= ==========
</TABLE>
See accompanying notes.
-3-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
STATEMENTS OF CASH FLOWS
For the three month periods ended March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(337,000) $(413,000)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 29,000 88,000
Increase in accounts receivable (11,000) (8,000)
Increase in other assets (66,000) (205,000)
(Decrease) increase in accounts payable
and accrued expenses (119,000) 267,000
Increase in interest payable, net 161,000 185,000
Decrease in deferred rentals (8,000) (20,000)
--------- ---------
Net cash used for operating activities (351,000) (106,000)
--------- ---------
Cash flows from investing activities:
Construction in progress and improvements
to marina facilities (11,000) (76,000)
--------- ---------
Cash flows from financing activities:
Payments on notes payable (1,000) -
Advances from affiliates, net 397,000 218,000
--------- ---------
Net cash provided by financing activities 396,000 218,000
--------- ---------
Net increase in cash 34,000 36,000
Cash at the beginning of period 20,000 26,000
--------- ---------
Cash at the end of period $ 54,000 $ 62,000
========= =========
</TABLE>
See accompanying notes.
-4-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 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 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 March 31, 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 March
31, 1997 or December 31, 1996 since the Partnership believes current cash flows
are sufficient to recover the carrying value of the marina.
-5-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 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 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.
-6-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 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.
-7-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 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 $3,000 and
$8,000 for the year ended March 31, 1997 and 1996, respectively. Marina
facilities at March 31, 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 11,000 -
----------- -----------
9,944,000 9,933,000
Less accumulated depreciation
and amortization (5,286,000) (5,257,000)
----------- -----------
4,658,000 4,676,000
Other assets related to marinas
to be abandoned - -
Net realizable value reserve (2,193,000) (2,193,000)
----------- -----------
$ 2,465,000 $ 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.
-8-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
(Unaudited)
3. NOTES PAYABLE
-------------
Notes payable at March 31, 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 20,000 21,000
---------- -----------
$6,735,000 $6,736,000
========== ===========
</TABLE>
At March 31, 1997 future principal payments are as follows:
<TABLE>
<CAPTION>
Year
----
<S> <C>
1997 $ 9,000
1998 6,719,000
1999 4,000
2000 3,000
----------
$6,735,000
==========
</TABLE>
No payments have been made on the note secured by Tower Park Marina since
September 1991. 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. 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 has entered into an option
agreement to purchase the note from its current holder for its cost ($1,700,000)
plus carrying costs which expired on April 10, 1996. 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 March 31, 1997, the note was reflected on the Partnership's
balance sheet at its face value of $6,715,000 with an additional $2,207,000
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.
-9-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 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 marinas' monthly gross revenues (as defined). Management
fees for the three months ended March 31, 1997 and 1996, were $24,000 and
$36,000, 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 March 31, 1997). Total
interest paid or accrued to Westrec for the three months ended March 31, 1997
and 1996 was $27,000 and $24,000, respectively.
-10-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 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 $10,000 for each
of the three month periods ended March 31, 1997 and 1996.
Annual minimum lease payments are as follows:
<TABLE>
<CAPTION>
Year
----
<S> <C>
1997 $ 4,000
1998 5,000
---------
$ 9,000
=========
</TABLE>
-11-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 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
three months ended March 31, 1996.
<TABLE>
<CAPTION>
1996
---------
<S> <C>
Revenues $ 512,000
Expenses 913,000
---------
Net loss $( 401,000)
=========
</TABLE>
-12-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
March 31, 1997
(Unaudited)
The Partnership's operations for the three months ended March 31, 1997 consist
of Tower Park Marina in the Sacramento - San Joaquin Delta near Sacramento,
California. As of March 31, 1997, the marina had the following occupancies:
<TABLE>
<CAPTION>
Tower Park Marina
----------------------
Spaces %
Available Occupied
--------- ---------
<S> <C> <C>
Wet slips 234(1) 82.5%
Dry storage 184 64.7%
RV Park 130 77.7%
</TABLE>
(1) non-transient spaces only
For the three months ended March 31, 1997, revenues for Tower Park Marina
declined $75,000 to $456,000. The decline was primarily due to a $53,000
decrease in restaurant revenues and an $8,000 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. Numerous personnel changes
were made at the restaurant during the first quarter of 1997 and the benefits of
these changes should be apparent in the second quarter's operating results.
Overall the property's net operating deficit increased $26,000 to $92,000 for
the three months ended March 31, 1997.
New amenities are being constructed at the property in an effort to attract new
customers and to encourage existing customers to utilize the facilities more
frequently.
The Partnership's net loss of $334,000 for the three months ended March 31, 1997
includes $29,000 of depreciation and amortization, a non-cash item, an
improvement of $17,000 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.
-13-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I,)
a California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
March 31, 1997
(Unaudited)
No payments have been made on the note payable secured by Tower Park Marina
since September 1991. 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. 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 operations.
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.
-14-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I,)
a California Limited Partnership
PART II. OTHER INFORMATION
March 31, 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: May 13, 1997
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I,)
a California Limited Partnership
BY: Westrec Investors, Inc.
(formerly PS Marina Investors, Inc.)
General Partner
BY: /s/ Jeffrey K. Ellis
---------------------
Jeffrey K. Ellis
Vice President
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 54,000
<SECURITIES> 0
<RECEIVABLES> 146,000
<ALLOWANCES> 0
<INVENTORY> 136,000
<CURRENT-ASSETS> 336,000
<PP&E> 7,751,000
<DEPRECIATION> (5,286,000)
<TOTAL-ASSETS> 2,967,000
<CURRENT-LIABILITIES> 817,000
<BONDS> 6,735,000
0
0
<COMMON> 0
<OTHER-SE> (8,797,000)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 2,967,000
<SALES> 0
<TOTAL-REVENUES> 439,000
<CGS> 0
<TOTAL-COSTS> 512,000
<OTHER-EXPENSES> 53,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 211,000
<INCOME-PRETAX> (337,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (337,000)
<EPS-PRIMARY> (74.09)<F2>
<EPS-DILUTED> (74.09)<F2>
<FN>
<F1>TOTAL PARTNERS' DEFICIT
<F2>LIMITED PARTNERS' NET LOSS PER UNIT
</FN>
</TABLE>
