<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[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, 1997 or
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[ ] 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 0-17672
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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 Number)
16633 Ventura Blvd., 6th Floor, Encino, California 91436
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 907-0400
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____________________________________
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 ]
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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PART I
ITEM 1. Business.
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Tower Park Marina Investors, L.P. (formerly PS Marina Investors I), a
California Limited Partnership ("Registrant"), is a publicly held limited
partnership organized on January 6, 1988 under the California Revised Limited
Partnership Act. Commencing August 4, 1988, Registrant offered 12,000 units
(including options) of limited partnership interest (the "Units") to the public
at $5,000 per Unit in an interstate offering. The offering was terminated on
November 27, 1989, with limited partners purchasing 4,508 Units for an aggregate
purchase price of $22,540,000.
Registrant's general partners (the "General Partners") are Westrec
Investors, Inc., (formerly PS Marina Investors, Inc.) a California corporation
(the "Corporate General Partner") and B. Wayne Hughes ("Mr. Hughes"). Effective
March 1, 1997 Tower Park Marina Operating Corporation, a wholly-owned subsidiary
of Westrec Financial, Inc., a California corporation ("Westrec Financial") was
substituted for Mr. Hughes. The Corporate General Partner is a wholly-owned
subsidiary of Westrec Properties, Inc., a California corporation ("Westrec
Properties"). On June 7, 1990, 100% of the common stock of Westrec Properties,
Inc. was purchased by Westrec Financial. Prior to that date, Westrec Properties
was owned by ten individual shareholders, of which one, Mr. Hughes, owned 53.1%
of the common stock. The Corporate General Partner, acting through its
directors and executive officers, is responsible for the day-to-day operations
of Registrant. In conjunction with the change of ownership of Westrec
Properties, Mr. Hughes entered into an agreement pursuant to which Mr. Hughes
delegated the responsibility for the day-to-day operations of Registrant to the
Corporate General Partner, but Mr. Hughes has retained certain rights to consent
to fundamental transactions. The limited partners of Registrant have no right
to participate in the management or conduct of Registrant's business and
affairs.
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Registrant has entered into management agreements with Westrec Marina
Management, Inc. ("WMMI"), a California corporation and a wholly-owned
subsidiary of Westrec Financial, whereby WMMI has agreed to manage Registrant's
properties for monthly fees generally equal to 6% of gross revenues from the
operation of Tower Park Marina. The management agreement is cancelable on 60
days' notice by either party with or without cause. WMMI also manages marina
properties for other entities affiliated with the General Partners and for
unaffiliated third parties.
Registrant was formed to acquire and improve existing marinas and
related facilities and, to a lesser extent, to develop marina facilities.
Marina facilities typically contain wet and/or dry boat storage facilities,
gasoline sales facilities and may contain one or more related facilities such as
a recreational vehicle ("R.V.") or campground facilities, boat trailer storage
facilities, boat rental and sales facilities, restaurants or similar facilities,
and boat supply and sundries stores. Substantially all of the Registrant's
income is derived from the rental of wet and/or dry boat storage facilities and
related facilities such as R.V. facilities and boat trailer storage facilities,
and from the receipt of rental payments under leases or subleases.
Registrant's principal investment objectives are to (1) preserve and
protect Registrant's invested capital; (2) provide cash distributions from
property operations; (3) provide federal income tax deductions so that during
the early years of property operations substantially all or a portion of cash
distributions to the limited partners will be tax sheltered; (4) maximize the
potential for appreciation in value of Registrant's properties; and (5) build up
equity through the reduction of mortgage loans on Regis trant's properties.
The General Partners or an affiliate supervise the construction of
improvements to Registrant's properties.
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As of December 31, 1997 and 1996, Registrant owned one property.
Reference is made to Item 2 for a summary of information about this property. On
September 30, 1996, the Registrant's ThunderBoat and Banyan Bay Marinas were
foreclosed on by the lender on the properties. On February 6, 1996, the
Registrant's Chandlers Landing Yacht Club was sold at a foreclosure sale to the
lender on the property.
Registrant competes in the operation of its property with other
entities, some of which may have greater assets than Registrant. The primary
factors upon which competition is based are location, the manner in which the
property is managed and marketed, the nature and quality of facilities and
rental rates. Registrant's property may encounter competition from other
marinas which are located near it, and no assurance can be given that additional
competing marinas will not be developed in the vicinity of the property.
Affiliates of the General Partners operate a marina in the vicinity of
Registrant's marina, and the General Partners or their affiliates may organize
future partnerships or other entities to own and operate marinas which may
compete with Registrant's property. The General Partners and their affiliates,
including in particular WMMI, may also manage marinas owned by unaffiliated
third parties which may compete with Registrant's property.
The Registrant's Tower Park Marina is operated under a lease with the
California State Lands Commission ("CSLC"). Registrant's ability to assign or
sublease its rights under this agreement would require the consent of the CSLC.
An uncured breach of any of the conditions of the CSLC lease would constitute
grounds for revocation of the lease.
Marinas are subject to numerous governmental regulations, particularly
environmental regulations, such as water pollution and water quality control
regulations,
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and other miscellaneous regulatory requirements. Failure to comply with those
regula tions would constitute grounds for revocation of the CSLC lease when such
failure affects the leased property. Any licensee or subtenant of Registrant is
also required to comply with such regulations.
Registrant and its sublessees are subject to certain reporting
requirements relating to any water pollution caused by their operations, such as
the California Safe Drinking Water and Toxic Enforcement Act of 1986
("California Proposition 65"). California Proposition 65 contains a prohibition
on discharging specified toxic chemicals into water or land where such chemicals
pass (or probably will pass) into any source of drinking water. Civil penalties
have been established for violations of California Proposition 65 and actions
may also be brought. Registrant and its sublessees must comply with applicable
laws concerning the lawful handling and disposal of certain products used in and
generated by the operation of its marinas, such as oil, paint, sewage and fuel.
Registrant and its sublessees must also comply with applicable federal, state
and local laws concerning underground storage tanks. The Environmental
Protection Agency ("EPA") has issued a number of regulations relating to
underground storage tanks which include a reporting requirement for a specified
level of soil contamination. Moreover, at all times, owners of tanks are
responsible for the cost of cleaning up any leaks and for compensating injured
parties. Registrant may also be subject to state laws regarding underground
storage tanks that have requirements more stringent than those under the EPA.
It is possible that storage tanks at Tower Park Marina may have to be replaced
in the future. If any leaks from storage tanks or spillage or disposal from
other operations (such as the loading of gasoline into boats by Registrant or
its sublessees or the disposal of paint, oil and other products used in the
repair of boats) causes or has caused contamination of the soil or the water,
Registrant and its sublessees will be required to
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comply with federal, state and local laws relating to "hazardous waste" clean-up
and Registrant and its sublessees may have to incur expenses to dispose of the
hazardous waste in a lawful manner. If other parties contribute or have
contributed to water or soil contamination at Tower Park Marina, Registrant
would be able to seek reimbursement from such other parties in connection with
the payment by Registrant of any expenses to comply with such regulations.
In November 1991, contamination was discovered in the area surrounding a
fuel storage tank at Tower Park Marina. The Registrant has engaged
environmental consultants to perform additional tests to determine the extent of
the contamination. Currently, the California Regional Water Quality Control
Board has required groundwater sampling and monitoring on a quarterly basis. At
this time, it is not possible to determine the extent of contamination that
exists and as such the cost of remediation cannot be estimated.
Tower Park Marina is also subject to a variety of federal, state and
local laws affecting their development or improvement, including laws and
regulations relating to environmental factors. Difficulties or failures in
obtaining required approvals could delay or prevent any future improvement at
the property.
The operations at Tower Park Marina are influenced by factors affecting
the marina and boating industries nationally, in addition to varying seasonally,
with activity increasing substantially during the period April through October
of each year.
There are 37 persons who render service on behalf of Registrant on a
full-time basis, and 39 persons who render services on a part-time basis. These
persons include managers, assistant managers, relief managers, area managers,
restaurant personnel, accounting, administrative and clerical personnel,
construction, dock personnel and development and supervision personnel. The
persons rendering services on a
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part-time basis may also render services on behalf of one or more of WMMI,
Westrec Financial, other partnerships organized by Westrec Financial and other
persons or entities owning properties managed by WMMI.
The term of Registrant is until the property has been sold and, in any
event, not later than December 31, 2038.
ITEM 2. Property.
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As of December 31, 1997, the Registrant owned Tower Park Marina, which
is located in San Joaquin County, California. The property was acquired on
February 1, 1988. A portion of Tower Park Marina is leased from the California
State Lands Commission. Tower Park Marina improvements and operations currently
consist of the following: (a) 188 covered slips contained in 17 covered sheds;
(b) 184 open slips; (c) end ties for approximately 18 boats; (d) an R.V.
facility containing approximately 397 existing spaces; (e) a gas dock facility;
(f) three warehouse buildings utilized as a restaurant and bar, store, boat
sales offices, and maintenance shop containing three covered dry boat storage
areas with capacity for approximately 77 boats; and (g) additional dry storage
areas with capacity for approximately 85 boats. Registrant operates the wet and
dry boat storage facilities, the R.V. facility and the gas dock facility. The
covered boat slips at Tower Park Marina are typically rented on a month to month
basis. Most of the open boat slips and the lineal boat dockage at Tower Park
Marina are rented on a monthly, weekly or daily basis. The R.V. facility
consists of permanent (rented on an annual basis) R.V. camping and transient
R.V. camping. As of March 31, 1998, the permanent wet slip facilities
(consisting of 234 slips) were approximately 83.8% leased and the permanent R.V.
spaces (consisting of 131 spaces) were approximately 77.1% leased.
Tower Park Marina is held subject to an encumbrance which is described
in this report under Note (3) of the Notes to Financial Statements included in
Item 14(a).
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ITEM 3. Legal Proceedings.
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Resolution Trust Corporation, et al. vs. PS Marina Investors I, et al.
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On August 16, 1994, plaintiffs filed this complaint in the Superior
Court of the State of California, County of San Joaquin alleging causes of
action for (1) specific performance of a deed of trust on Tower Park Marina, (2)
appointment of a receiver, (3) injunctive relief, and (4) judicial foreclosure
on the Tower Park Marina.
In January 1996, Resolution Trust Corporation ("RTC") sold the note to a
third party. The note was subsequently purchased by an affiliate of Mr. Hughes.
The Registrant has entered into an option agreement (which expired on April 10,
1996) to purchase the note from the affiliate at its cost ($1,700,000) plus
carrying costs. The Registrant entered into a new option agreement effective
March 1, 1997, which expired on February 28, 1998. The Registrant paid $50,000
in February 1998 to extend the option period until February 28, 1999. The
Registrant may extend the option agreement for one additional year by paying an
additional $50,000 prior to February 28, 1999. The extension payments are
applied as a reduction in the principal amount due.
Leaman vs. PS Marina Investors I, et al.
----------------------------------------
In September 1995, Mr. Leaman, the prior owner of ThunderBoat and Banyan
Bay Marinas filed suit in the Circuit Court of the 17th Judicial Circuit in and
for Broward County, Florida, alleging that the Registrant had failed to pay him
$1,100,000 of additional compensation relating to the Registrant's purchase of
ThunderBoat and Banyan Bay Marinas. In connection with the purchase of these
properties from Mr. Leaman in 1989, the Registrant 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 is alleging that the bonus is actually just
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deferred compensation due from his sale of the properties to Registrant. The
Registrant intends to defend the case vigorously, particularly on the grounds
that no bonus was earned based on the financial results of the properties.
Depositions are being scheduled for April 1998 and the case is scheduled for
trial in May 1998.
ITEM 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of security holders during the
fourth quarter of 1997.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.
---------------------------------------------------------------------
Registrant has no common stock.
The Units are not listed on any national securities exchange or quoted
on the NASDAQ System, and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic.
The General Partners monitor transfers of the Units because the admission of the
transferee as a substitute limited partner requires the consent of the General
Partners under the Partnership Agreement. However, the General Partners do not
monitor or regularly receive or maintain information regarding the prices at
which secondary sales transactions in the Units have been effectuated. Various
organizations offer to purchase and sell limited partnership interests
(including securities of the type such as the Units) in secondary sales
transactions. Various publications such as Investment Advisor summarize and
report information (on a monthly, bi-monthly or less frequent basis) regarding
secondary sales transactions in certain limited partnership interests, including
the prices at which such secondary sales transactions are effected.
During 1997, WMMI acquired 66 units in the Registrant, representing
1.464% of the outstanding units at an average price of $100 per unit.
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Exclusive of the General Partners' interest in Registrant, as of
December 31, 1997, there were approximately 1,023 Unit holders of record.
Registrant makes quarterly distributions of all "Cash Flow from
Operations" and will make distributions of "Cash from Sales or Refinancing".
Cash Flow from Operations is the total cash receipts of the Registrant from the
operations of the Registrant's business, which includes, but is not limited to,
cash receipts from the rental of the Registrant's properties, and which excludes
Cash from Sales or Refinancing, less: (i) all operating expenses other than
non-cash expenses such as depreciation and amortization; (ii) all principal and
interest payments on any loans or advances; (iii) any sums expended for capital
improvements or replacements (excluding amounts paid from funds provided by
capital contributions); and (iv) a cash reserve for working capital or other
purposes, the amount of which shall be determined by the General Partners. Cash
from Sales or Refinancing is the net proceeds to Registrant from all sales,
exchanges and refinancing of Registrant's properties, less payment of
indebtedness relating to such properties and adequate cash reserves from such
net proceeds for other obligations of Registrant for which there is no
provision; however, Cash from Sales or Refinancing does not include any proceeds
reinvested in properties.
As a result of Registrant's continued operating deficits, distributions
have been suspended since June 30, 1991. See Item 6 and 7 for a more detailed
discussion of the Registrant's operating results.
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ITEM 6. Selected Financial Data.
-----------------------
The data set forth below should be read in connection with the Financial
Statements and Notes thereto appearing elsewhere herein, and Management's
Discussion and Analysis of Financial Condition and results of Operations.
<TABLE>
<CAPTION>
(In thousands of dollars, except per unit information)
- ---------------------------------------------------------------------------------------
For the Year 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $ 2,538 $ 3,318 $ 2,380 $ 2,340 $ 2,920
======== ======= ========== ======== ========
Net loss $ (860) $ (145) $ (10,934) $ (2,462) $ (3,848)
======== ======= ========== ======== ========
Limited Partners'
share (851) (144) (10,825) (2,437) (3,810)
General Partners'
share (9) (1) (109) (25) (38)
Limited Partners'
per unit data(1)
Net Loss (188.78) (31.94) (2,401.29) (540.59) (845.16)
Cash Distributions - - - - -
<CAPTION>
- ---------------------------------------------------------------------------------------
As of December 31, 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total assets $ 2,846 $ 2,874 $ 5,500 $ 15,550 $ 18,594
======== ======= ========== ======== ========
Mortgage notes
payable $ 6,729 $ 6,736 $ 9,286 $ 9,385 $ 9,593
======== ======= ========== ======== ========
</TABLE>
______________________
(1) Per unit data is based on the weighted average number of Units outstanding
during each year, 4,508.
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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations.
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In August 1988 the Registrant commenced an offering of up to 12,000
units of limited partnership interest to the public in an interstate offering.
The offering was terminated on November 27, 1989 after the sale of 4,508 units.
Tower Park Marina was purchased in February 1988 and as of December 31,
1997, $10,008,000 had been incurred in capital costs associated with its
acquisition and subsequent improvement. Chandlers Landing Marina was purchased
in September 1988 and foreclosed on February 1, 1994. In July 1991, the
adjacent Chandlers Landing Yacht Club was purchased and subsequently foreclosed
on February 6, 1996. ThunderBoat Marina and Banyan Bay Marina were purchased in
November 1989 and subsequently foreclosed on September 30, 1996.
The operations of the Registrant's marina are influenced by factors
affecting the marina and boating industries nationally, as well as by local
market and weather conditions.
1997 Compared to 1996
---------------------
For the year ended December 31, 1997, the Registrant incurred a cash
flow deficit of $744,000 (net loss plus depreciation and amortization), an
improvement of $74,000 over the $818,000 deficit incurred in 1996. The
improvement was due to the loss of Chandlers Landing Yacht Club, ThunderBoat and
Banyan Bay Marinas in 1996. Included in the cash flow deficit was $552,000 of
interest on the Tower Park note payable which was accrued but not paid, and will
be forgiven when the option agreement with Mr. Hughes is exercised. The balance
of the cash flow deficit was covered through operating cash flow generated by
Tower Park Marina and to a greater extent through advances from the General
Partner.
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For the year ended December 31, 1997, the net operating cash flow (cash
flow before debt service) for Tower Park was $160,000 compared to $198,000 in
1996. For the year ended December 31, 1996, ThunderBoat generated $16,000 of
net operating cash flow, while Banyan Bay and Chandlers Landing Yacht Club
incurred net operating flow deficits of $46,000 and $7,000, respectively. Slip
rental revenues declined $387,000 in 1997 compared to 1996, primarily due to the
loss of ThunderBoat in 1996 which had $349,000 in slip rental revenues. In
addition Tower Park Marina's slip rental revenues declined $38,000 to $740,000
in 1997.
The operating hours of the restaurant at Tower Park were reduced during
1997 which resulted in a $276,000 decline in revenues to $555,000, with net
operating income from the restaurant declining $83,000 to a loss of $29,000.
RV park revenues increased $4,000 to $614,000 in 1997, due to a slight
increase in rates.
Retail store revenues declined $37,000 to $363,000, however, net
operating income from retail sales increased $10,000 to $68,000 in 1997.
Lease and other income declined $84,000 in 1997, due to the loss of
ThunderBoat, which had $58,000 in lease income and $16,000 in other income in
1996.
Cost of operations declined $812,000 in 1997, due primarily to the loss
of ThunderBoat which had $364,000 in operating costs in 1996. In addition,
Tower Park's operating costs declined $361,000, of which $193,000 was due to the
reduced operating hours of the restaurant, with the balance being attributable
to reduced maintenance and administrative costs. Banyan Bay and Chandler's
Landing had operating costs of $46,000 and $7,000, respectively, in 1996.
Interest expense declined $1,000, which was the net effect of a decline
in interest due to the loss of Chandlers Landing, ThunderBoat and Banyan Bay,
offset by
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higher interest charges on advances from affiliates.
Depreciation and amortization increased slightly in 1997 due to the
amortization of new improvements at Tower Park Marina.
Management fees declined $41,000 in 1997 due to the loss of ThunderBoat
in 1996 which incurred $26,000 in fees and a decline in Tower Park Marina's
revenues which resulted in a $15,000 decline in management fees.
1996 Compared to 1995
---------------------
For the year ended December 31, 1996, net operating cash flow
(deficit)[cash flow before debt service] for Tower Park was $198,000 ($199,000
in 1995), for Chandlers Landing was ($7,000)(($30,000) in 1995), for ThunderBoat
was $16,000 (71,000 in 1995), and for Banyan was ($46,000)(($68,000) in 1995).
The slight decline in Tower Park Marina's net operating cash flow was
the net effect of the removal of the court-appointed receiver in May 1995, which
represented $91,000 of fees in 1995, offset by a $46,000 decline in RV parking
in 1996 and an $11,000 decline in slip rentals. In addition, effective January
1, 1996 the Registrant took over the operations of the restaurant and bar and
general store which had previously been leased to Marine Ventures Limited, an
affiliate of the Corporate General Partner.
The improvement in Chandlers Landing Yacht Club's net operating cash
flow deficit is due to the ceasing of operations in December 1995 and the
property being sold at a trustee foreclosure sale on February 6, 1996.
The decline in ThunderBoat Marina's net operating cash flow is
attributable to lower occupancies during 1996 and because the property was sold
to the lender at a foreclosure sale and was transferred effective September 30,
1996. Banyan Bay Marina's improvement is due to the Registrant only incurring
holding costs through September 30, 1996, the effective date that the property
was transferred to the Lender at a foreclosure
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sale.
For the year ended December 31, 1996, the Registrant incurred a cash
flow deficit of $818,000 (net loss plus depreciation and amortization), an
improvement of $150,000 over the $968,000 deficit incurred in 1995. The
improvement in cash flow was primarily due to the loss of Chandler's Landing
Yacht Club on February 6, 1996 and ThunderBoat and Banyan Bay Marinas on
September 30, 1996. The cash flow deficit was covered through the suspension of
debt service payments on substantially all of the Registrant's notes payable and
by advances from the Corporate General Partner. The Registrant's note payable
at December 31, 1996 is secured by Tower Park Marina. See Liquidity and Capital
Resources below regarding the status of this note.
Slip rental revenue for the Registrant declined $149,000 in 1996
compared to 1995. The decline was comprised of a decrease in slip rental
revenue of $11,000 at Tower Park and decrease of $138,000 at ThunderBoat.
RV park revenues decreased $46,000 in 1996 to $610,000. Revenues from
permanent RV park rentals at Tower Park declined $27,000 due to a decline in
occupancy and a $8,000 decline in transient activity offset by an increase in
rates. The balance of the decline is due to a decrease in electricity charge
backs.
Lease income, remained relatively stable in 1996 compared to 1995.
Cost of operations increased $968,000 in 1996 over 1995, due primarily
to Registrant operating the restaurant, bar and general store at Tower Park
Marina effective January 1, 1996. These new departments incurred costs of
$1,114,000, while providing additional revenue of $1,231,000.
The decline in interest expense is due to the foreclosure of Chandler's
Landing Yacht Club on February 6, 1996 and the foreclosure of ThunderBoat Marina
and Banyan Bay Marina on September 30, 1996.
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The increase in management fees is the result of the new operations at
Tower Park Marina, which resulted in a $40,000 increase in management fees for
Tower Park Marina. This increase was offset by the loss of ThunderBoat Marina
on September 30, 1996.
Depreciation and amortization declined due to the loss of Chandlers
Landing Yacht Club, ThunderBoat Marina and Banyan Bay Marina in 1996 and no
depreciation being taken on these facilities in 1996. In addition, the
depreciation of Tower Park Marina declined because of the write-down of this
property in 1995.
Liquidity and Capital Resources
-------------------------------
Since its inception in 1988 the Registrant has operated at a deficit.
These deficits have been partially covered by advances from the General Partners
($2,112,000 at December 31, 1997) and cash reserves. In addition, the
Registrant discontinued making debt service payments on substantially all of its
notes payable.
No payments have been made on the note payable secured by Tower Park
Marina since September 1991. During 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 February 1994, the RTC foreclosed on Chandlers
Landing Marina (also collateral for the note) by bidding $2,038,000 of its note
at the foreclosure sale. In January 1995, the RTC sold the note to a third
party. The note was then purchased by an affiliate of Mr. Hughes. The
Registrant entered into an option agreement to purchase the note from the
affiliate at its cost ($1,700,000) plus carrying costs, which expired on April
10, 1996. In connection with the substitution of a new general partner for Mr.
Hughes, the option agreement was extended until February 28, 1998. Registrant
paid $50,000 to extend the option period until February 28, 1999 (see Item 3
above for additional details).
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Registrant's ability to continue to operate through 1998 and beyond is
contingent on, among other factors, the improvement in Tower Park Marina
operations, continued advances from the general partners and the ability to
refinance Tower Park Marina in order to exercise the rights under the option
agreement. There can be no assurance that these conditions will be met or that
the Registrant will be able to continue as a going concern.
Impact of Year 2000
-------------------
The computer programs used to process the Registrant's property and
corporate activity use only two digits to identify the year, rather than four.
As a result, those computer programs have time-sensitive software that recognize
a date using "00" as the year 1900 rather than the year 2000. This could cause
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activity. The companies
that provided the software have assured the Registrant that new programs
correcting the problem will be available by December 31, 1998. The cost of
purchasing the new program is estimated at less than $10,000.
ITEM 8. Financial Statements and Supplementary Data.
-------------------------------------------
Registrant's financial statements are included elsewhere herein.
Reference is made to the Index to Financial Statements and Financial Statement
Schedules in Item 14(a).
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure.
--------------------
Not applicable.
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PART III
ITEM 10. Directors and Executive Officers of Registrant.
----------------------------------------------
Registrant has no directors or executive officers.
Registrant's general partners are Westrec Investors, Inc. formerly ("PS
Marina Investors, Inc.") and B. Wayne Hughes. The Corporate General Partner,
acting through its directors and executive officers, is responsible for the day-
to-day operations of Registrant. In conjunction with the change of ownership of
Westrec Properties, Mr. Hughes, the individual general partner of Registrant,
entered into an agreement pursuant to which Mr. Hughes delegated the
responsibility for the day-to-day operations of Registrant to the Corporate
General Partner, but Mr. Hughes has retained certain rights to consent to
fundamental transactions, including the purchase, development, financing or sale
of a property, the borrowing of funds in excess of $100,000 and transactions
between Registrant and the Corporate General Partner or affiliates. Reference
is made to Item 12 below for additional information regarding the change of
ownership of Westrec Properties. Registrant's properties are managed and
operated by Westrec Marina Management, Inc. ("WMMI"), a wholly-owned subsidiary
of Westrec Financial.
The names and ages of all directors and executive officers of the
Corporate General Partner, and the executive officer of WMMI who performs
significant policy-making or operational functions for Registrant, the offices
held by each of them, the dates of their elections to such offices, and their
business experience during the past five years are set forth below.
18
<PAGE>
<TABLE>
<CAPTION>
Office and Date Business Experience
Name Age of Election During Past 5 Years
- ---- --- ------------------- ------------------------------
<S> <C> <C> <C>
Michael M. Sachs 56 President and Mr. Sachs has been a Director,
Director of the President and Treasurer
Corporate General of MVL since July 1987.
Partner (1990); He is President of a
Secretary and professional corporation
Director of the which from 1982 to July
Corporate General 1985 was general counsel to
Partner (1987); Public Storage Inc. ("PSI")
President, and its affiliates and, from
Secretary and 1982 to 1991, was of counsel
Director of Westrec to Sachs & Phelps, attorneys
Financial and at law. From July 1985 to
President of June 1990, Mr. Sachs was
Westrec Properties the Executive Vice President,
(1990); Secretary director and general counsel
and Director of of PSI. PSI was organized in
Westrec Properties 1972 and, together with its
and WMMI (1987) affiliates, has been engaged
(1987) in the development,
construction, acquisition,
management and syndication of
mini-warehouses and, to a
lesser extent, business
parks in the United States
and Canada. He was a
director of PSI (formerly
Storage Equities, Inc.)
and Storage Properties,
Inc. ("SPI") until 1995, each
of which is a real estate
investment trust whose
investment advisor is
affiliated with PSI, is a
director of MMI Medical, Inc.,
a com pany that offers health
care providers diagnostic
imaging services, and is a
direc tor of New Century
Finan cial Corporation, a
residential mortgage
brokerage, since its inception
in 1995.
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Jeffrey K. Ellis 37 Vice President Mr. Ellis joined Westrec
(1990) and Chief Properties in March 1989.
Financial Officer From 1987 to 1990, he was
(1996) of Westrec Vice President of Madison
Financial, the Pizza Corporation which
Corporate General developed and managed
Partner, and restaurants in the United
Westrec Properties States. From 1982 to 1987,
(1990) Mr. Ellis was employed
with Price Waterhouse,
certified public
accountants, most recently
as an audit manager
specializing in the real
estate industry.
William W. Anderson 49 President (1990) Mr. Anderson joined
Director (1995) of WMMI in 1989 as
WMMI, Director Executive Vice President
(1996) of Westrec and became President in
Financial, Westrec 1990. He has overall
Properties and the responsibility for property
Corporate General operations. From 1984 to
Partner. 1989, Mr. Anderson was
Vice-President of Operations
for Calamigos Ranch.
Calamigos Ranch operates
corporate special events
and conferences. From
1979 to 1984, he was a
management specialist with
the National Park Service.
</TABLE>
Pursuant to Articles 16 and 17 of Registrant's Partnership Agreement, a
copy of which is included in Registrant's prospectus included in SEC
Registration No. 33-21021, each of the general partners continues to serve until
(i) death, insanity, insolvency, bank ruptcy or dissolution, (ii) withdrawal
with the consent of the other general partner and a majority vote of the limited
partners, or (iii) removal by a majority vote of the limited partners.
Each director of the Corporate General Partner serves until he resigns
or is removed from office by Westrec Properties, and may resign or be removed
from office at
20
<PAGE>
any time with or without cause. Each officer of the Corporate General Partner
serves until he resigns or is removed by the board of directors of the
Corporate General Partner. Any such officer may resign or be removed from
office at any time with or without cause. No such officer was selected as such
pursuant to any arrangement or understanding between such officer and any other
person.
During 1995 two partnerships with which the Corporate General Partner is
affiliated filed petitions under the United States Bankruptcy Code. First, on
May 22, 1995, Washington, D.C. Associates, a general partnership ("WDCA"), filed
a petition in the United States Bankruptcy Court for the District of Columbia.
WDCA is a partnership of two limited partnerships of which the Corporate General
Partner is the managing general partner. Second, on June 28, 1995, Westrec
Skipjack Partners, L.P., a limited partnership ("Skipjack"), filed a petition in
the United States Bankruptcy Court for the District of Maryland. A subsidiary
of Westrec Financial, Inc., the parent corporation of the Corporate General
Partner, is the general partner of a limited partnership which in turn is the
general partner of Skipjack. Both of these cases were concluded in 1996 with
the properties being transferred to their respective lenders.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's General Partners, and the directors and executive officers of the
Corporate General Partner, and persons who own more than ten percent of the
Registrant's Units, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Units. General
Partners, officers, directors and greater than ten-percent Unitholders are
required by SEC regulation to furnish the Registrant with copies of all Section
16(a) forms they file.
To the Registrant's knowledge, based solely on review of the copies of
such
21
<PAGE>
reports furnished to the Registrant and written representations that no other
reports were required, during the fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its General Partners, the
executive officers and directors of the Corporate General Partner and greater
than ten-percent beneficial owners of the Registrant were complied with.
ITEM 11. Executive Compensation.
----------------------
Registrant has no directors or officers. See Item 13 for a description
of certain transactions between Registrant and its General Partners and their
affiliates.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
--------------------------------------------------------------
(a) As of the date hereof, no person is known by Registrant to own
beneficially more than 5% of the Units of limited partnership interest.
(b) Registrant has no officers and directors.
As of December 31, 1997, the General Partners have contributed $1,000
to the capital of Registrant. None of the directors and officers of the
Corporate General Partner own any Units of limited partnership interest of
Registrant. The Corporate General Partner is a wholly-owned subsidiary of
Westrec Properties.
Westrec Financial (which may be deemed a parent of Registrant) has two
classes of stock outstanding, common stock and Convertible Participating
Preferred Stock (the "Preferred Stock") which votes together with the common
stock, except for the election of directors. Michael M. Sachs, an officer and
director of Westrec Financial and the Corporate General Partner owns 85% of the
common stock of Westrec Financial. As of December 31, 1997 there was no
preferred stock outstanding.
During 1997, WMMI acquired 66 units in the Registrant, representing
1.464% of the outstanding units.
In addition, the Corporate General Partner and the Individual General
22
<PAGE>
Partner have entered into an agreement allowing each General Partner to offer to
sell to the other its rights to receive cash and other distributions from
Registrant (such rights are referred to as the "Interest"). The offer must be
accompanied by an offer to buy the Interest of the other General Partner at the
same price. The General Partner not making the offer has the option to elect
whether to purchase the Interest of the other General Partner or to sell its
Interest in Registrant to the offering General Partner. After the sale, the
purchasing General Partner must use his or its best efforts to secure the
approval of the limited partners of Registrant to the withdrawal of the selling
General Partner.
(c) Registrant knows of no contractual arrangements, the operation of
the terms of which may at a subsequent date result in a change in control of
Registrant, except as described above and except for Articles 16, 17 and 21.1
of Registrant's Partnership Agreement, a copy of which is included in
Registrant's prospectus included in SEC Registration Statement No. 33-21021.
Those articles provide, in substance, that the limited partners shall have the
right, by majority vote, to remove a general partner and that a general partner
may designate a successor with the consent of the other general partner and a
majority of the limited partners.
ITEM 13. Certain Relationships and Related Transactions.
----------------------------------------------
Registrant's prospectus included in SEC Registration Statement No. 33-
21021 provides that the General Partners and their affiliates are entitled to
the following compensation:
1. Acquisition and Development Fees to be paid to the General Partners
or their affiliates for their services in connection with the analysis,
research, negotiation, documentation, acquisition, construction and development
related to investments for Registrant, in an amount equal to 6% of the purchase
price or the cost of construction of the properties. Cumulative Acquisition and
Development Fees paid to the General Partners
23
<PAGE>
and their affiliates through December 31, 1997 totalled $1,580,000, ($4,000 of
which was paid in 1997).
2. Loan Brokerage Fee to be paid to the General Partners or their
affiliates for their services in negotiating and obtaining permanent financing
on properties from an unaffiliated lender, in an amount equal to 1% of the
principal amount of the financing or refinancing, which would be reduced to the
extent any other loan brokerage fee is paid to any other loan broker in
connection with the transaction. Loan Brokerage Fees paid to the General
Partners and their affiliates through December 31, 1997 totalled $71,000 (none
of which was paid in 1997).
3. The Corporate General Partner made advances to Registrant during
1996 and 1997 to cover operating deficits and capital expenditures. At December
31, 1997, these advances totalled $2,112,000 and accrue interest at prime plus
1% (9.5% at December 31, 1997). Interest paid or accrued to the Corporate
General Partner for 1997 totalled $122,000.
4. The General Partners are entitled to receive a percentage of
distributions of Cash Flow from Operations and Cash from Sales and Refinancing
with respect to any fiscal year. The General Partners have agreed to reduce
their share of any future distributions to 1%. No such distributions were made
during 1997 and none are expected in 1998.
Registrant and WMMI, a subsidiary of Westrec Financial, have entered
into management agreements, a copy of the form of which is included as an
exhibit to Registrant's Registration Statement, SEC Registration Statement No.
33-21021. Under the terms of those agreements, WMMI will receive as
compensation for its management services a property management fee, payable
monthly, in an amount equal to the sum of (i) 6% of the "Gross Revenue" from
operations of the properties and (ii) 6% of the Net
24
<PAGE>
Sales Revenue from operations of the properties. The term "Gross Revenue" means
all receipts (net of security deposits returned to the tenants) of Registrant
from the operations of the properties, including without limitation, rental
payments of lessees of space in the marinas, vending machine or concessionaire
revenues, maintenance charges, if any, paid by the tenants of the marinas in
addition to basic rent, parking fees, if any, revenues from boat rentals or
campground rentals, if any, and rental payments received under any subleases,
but excluding all revenues from the sale of goods or merchandise (other than
vending machine and concessionaire revenues), including gasoline. The term "Net
Sales Revenue" means all receipts of Registrant from the properties from the
sale of goods or merchandise (other than vending machine and concessionaire
revenues), including gasoline, minus the direct cost of the goods sold (not
including any overhead costs of Registrant). The management fee will cover,
without additional expense to Registrant, the time WMMI's executive officers
expend on project management and WMMI's overhead costs such as its expenses for
rent, utilities and servicing of Registrant's accounts payable. During 1997,
$132,000 was paid or accrued by Registrant to WMMI pursuant to the management
agreements.
Registrant may lease certain facilities or operations at a property to
affiliates, provided that the terms of such lease are no less favorable to
Registrant than those contained in leases with unaffiliated parties.
Registrant had entered into a lease with MVL, an affiliate of the Corporate
General Partner, for the operation of the restaurant and bar, general store and
pontoon boat rental operation at Tower Park Marina (collectively, the "MVL Tower
Park Operations"). The lease was terminated effective December 31, 1995.
25
<PAGE>
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
---------------------------------------------------------------
(a) List of Documents filed as part of the Report.
1. Financial Statements: See Index to Financial Statements.
2. Financial Statement Schedules: See Index to Financial
Statements.
3. Exhibits: See Exhibit Index contained herein.
(b) No reports on Form 8-K were filed in the fourth quarter of 1997.
(c) See Exhibit Index contained herein.
(d) See Index to Financial Statements.
26
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TOWER PARK MARINA INVESTORS, L.P.,
(formerly PS MARINA INVESTORS I),
a California Limited Partnership
Dated: April 2, 1998 By: Westrec Investors, Inc.,
------------------------
(formerly PS MARINA INVESTORS, INC.)
------------------------------------
General Partner
By: /s/ Michael M. Sachs
-----------------------
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Michael M. Sachs President, Secretary and April 2, 1998
- ---------------------- Director of Westrec Investors,
Michael M. Sachs Inc., the Corporate General
Partner of the Registrant
(principal executive officer)
/s/ William W. Anderson Director of Westrec April 2, 1998
- ----------------------- Investors, Inc., the Corporate
William W. Anderson General Partner of the
Registrant.
/s/ Jeffrey K. Ellis Vice President and Chief April 2, 1998
- ---------------------- Financial Officer of Westrec
Jeffrey K. Ellis Investors, Inc., the Corporate
General Partner of the
Registrant (principal financial
officer and principal
acconting officer)
</TABLE>
27
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.,
(formerly PS MARINA INVESTORS I)
a California Limited Partnership
Index to Financial Statements and Financial Statement Schedules
(Item 14 (a))
<TABLE>
<CAPTION>
Page
Reference
---------
<S> <C>
Report of Ernst & Young LLP, Independent Auditors F-1
Balance Sheets at December 31, 1997 and 1996 F-2
Statements of Operations for the year ended
December 31, 1997, 1996 and 1995 F-3
Statements of Partners' Equity (Deficit) for the year
ended December 31, 1997, 1996 and 1995 F-4
Statements of Cash Flows for the year ended
December 31, 1997, 1996 and 1995 F-5
Notes to Financial Statements F-6 to F-15
Schedules for the year ended December 31, 1997,
1996 and 1995
III - Real Estate and Accumulated Depreciation F-16 to F-17
</TABLE>
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information is included in the financial statements or
the notes thereto.
28
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Partners
Tower Park Marina Investors, L.P.,
(formerly PS Marina Investors I),
a California Limited Partnership
We have audited the accompanying balance sheets of Tower Park Marina Investors,
L.P. (formerly PS Marina Investors I), a California Limited Partnership, as of
December 31, 1997 and 1996, and the related statements of operations, partners'
equity (deficit), and cash flows for the three years in the period ended
December 31, 1997. Our audits also included the financial statement schedule
listed in the accompanying index at Item 14 (a). These financial statements and
financial statement schedule are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule 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 presents fairly, in
all material respects, the financial position of Tower Park Marina Investors,
L.P. (formerly PS Marina Investors I), a California Limited Partnership, at
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles. Also, in our opinion the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth thereon.
The accompanying financial statements and financial statement schedule have been
prepared assuming that the Partnership will continue as a going concern. As
discussed in Notes 2 and 3, the Partnership's property is not generating a
satisfactory level of cash flow and cash flow projections do not indicate
significant improvement in the near term in order for the Partnership to
exercise the option on the note payable. These issues raise substantial doubt
about the Partnership's ability to recover the carrying value of its assets (not
withstanding the write-down 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.
Ernst and Young LLP
Los Angeles, California
March 24, 1998
F-1
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
--------------------------
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
- ------
Cash $ 15,000 $ 20,000
Accounts receivable 163,000 135,000
Tower Park Marina, net 2,442,000 2,483,000
Other assets, net 226,000 236,000
---------- ----------
$2,846,000 $2,874,000
========== ==========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Accounts payable and accrued expenses $ 525,000 $ 645,000
Accounts payable and other liabilities
related to marinas abandoned - 100,000
Interest payable 2,598,000 2,046,000
Advances from affiliates 2,112,000 1,581,000
Deferred rentals 202,000 226,000
Notes payable 6,729,000 6,736,000
Commitments and contingencies - -
----------- -----------
12,166,000 11,334,000
Partners' deficit:
Limited partners' deficit, $5,000
per unit, 4,508 units authorized, issued
and outstanding (8,366,000) (7,515,000)
Less deferred contributions (76,000) (76,000)
----------- -----------
(8,442,000) (7,591,000)
General partners' deficit (878,000) (869,000)
----------- -----------
Total partners' deficit (9,320,000) (8,460,000)
----------- -----------
$ 2,846,000 $ 2,874,000
=========== ===========
</TABLE>
See accompanying notes.
F-2
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
STATEMENTS OF OPERATIONS
For the year ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ ---------------
<S> <C> <C> <C>
Revenues:
Slip rentals $ 740,000 $1,127,000 $ 1,276,000
Restaurant 555,000 831,000 -
RV Park 614,000 610,000 656,000
Retail store 363,000 400,000 -
Lease income 186,000 248,000 251,000
Other income 80,000 102,000 197,000
---------- ---------- ------------
2,538,000 3,318,000 2,380,000
---------- ---------- ------------
Expenses:
Cost of operations 2,281,000 3,093,000 2,125,000
Interest expense 869,000 870,000 1,080,000
Depreciation and amortization 116,000 111,000 922,000
Management fees paid to an
affiliate 132,000 173,000 143,000
---------- ---------- ------------
3,398,000 4,247,000 4,270,000
---------- ---------- ------------
Net loss before gain on abandoned
marina facilities and net realizable
value adjustment (860,000) (929,000) (1,890,000)
Gain on abandoned marina facilities - 784,000 -
Net realizable value adjustment - - (9,044,000)
---------- ---------- ------------
Net loss $ (860,000) $ (145,000) $(10,934,000)
========== ========== ============
Allocation of net loss:
Limited Partners' $ (851,000) $ (144,000) $(10,825,000)
General Partners' (9,000) (1,000) (109,000)
---------- ---------- ------------
$ (860,000) $ (145,000) $(10,934,000)
========== ========== ============
Limited Partners' net loss
per unit $ (188.78) $ (31.94) $ (2,401.29)
========== ========== ============
</TABLE>
See accompanying notes.
F-3
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For the year ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
--------- ------------ -----
<S> <C> <C> <C>
Balances at December 31, 1994 $(759,000) $ 3,378,000 $ 2,619,000
Net loss (109,000) (10,825,000) (10,934,000)
--------- ------------ ------------
Balances at December 31, 1995 (868,000) (7,447,000) (8,315,000)
Net loss (1,000) (144,000) (145,000)
--------- ------------ ------------
Balances at December 31, 1996 (869,000) (7,591,000) (8,460,000)
Net loss (9,000) (851,000) (860,000)
--------- ------------ ------------
Balances at December 31, 1997 $(878,000) $ (8,442,000) $ (9,320,000)
========= ============ ============
</TABLE>
See accompanying notes.
F-4
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
STATEMENTS OF CASH FLOWS
For the year ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(860,000) $(145,000) $(10,934,000)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 116,000 111,000 922,000
Gain on abandoned marina facilities - (784,000) -
Net realizable value reserve - - 9,044,000
Increase in accounts receivable (28,000) (55,000) (38,000)
Decrease (increase) in other assets 10,000 (78,000) 86,000
(Decrease) increase in accounts payable
and accrued expenses (220,000) (12,000) 30,000
Increase in interest payable, net 552,000 718,000 786,000
(Decrease) increase in deferred rentals (24,000) 115,000 (17,000)
--------- --------- ------------
Cash flow used for operating activities (454,000) (130,000) (121,000)
--------- --------- ------------
Cash flow used for investing activities:
Construction in progress and improvements
to marina facilities (75,000) (65,000) (152,000)
--------- --------- ------------
Cash flows from financing activities:
Repayment of interest payable - - (86,000)
(Repayments on) proceeds from notes payable (7,000) 7,000 (98,000)
Advances from affiliates, net 531,000 182,000 169,000
--------- --------- ------------
Net cash provided by (used for) financing activities 524,000 189,000 (15,000)
--------- --------- ------------
Net decrease in cash (5,000) (6,000) (288,000)
Cash at the beginning of year 20,000 26,000 314,000
--------- --------- ------------
Cash at the end of year $ 15,000 $ 20,000 $ 26,000
========= ========= ============
</TABLE>
See accompanying notes.
F-5
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
Description of the Partnership
------------------------------
Tower Park Marina Investors, L.P. (formerly PS Marina 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.
Certain prior year amounts in the Partnership's financial statements have
been restated to conform with the 1997 presentation.
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.
F-6
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(continued)
-----------
Net Realizable Value Reserve
----------------------------
As of December 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. Due to the pending
foreclosure, a net realizable value reserve of $6,851,000 (including a
reserve from miscellaneous assets of $110,000) was established at December
31, 1995, and all the assets and liabilities associated with ThunderBoat
and Banyan Bay Marinas were reclassified in the December 31, 1995 balance
sheet.
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 December 31, 1997 and 1996 since the Partnership believes
current cash flows are sufficient to recover the carrying value of the
marina.
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.
F-7
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(continued)
-----------
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.
Earnings Per Unit
-----------------
Per unit data is based on the weighted average number of the Limited
Partnership units outstanding during the period; 4,508.
Tower Park Marina
-----------------
Tower Park Marina is stated at cost to the Partnership less net realizable
value reserve. Depreciation is calculated on a straight-line basis.
Depreciable lives for the major asset categories are as follows:
Asset Category Depreciable Life
-------------- ----------------
Buildings 20 years
Improvements 20 years
Floating docks 7 years
Furniture, fixtures and equipment 7 years
Leasehold interest life of lease
F-8
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(continued)
-----------
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.
2. TOWER PARK MARINA
-----------------
Tower Park Marina includes the purchase price of the property and related
acquisition and closing costs. The Partnership pays an acquisition fee of
6% of the contract purchase price of the marina facility, plus a
development fee of 6% of the cost of improvements made. Capitalized as a
cost of Tower Park Marina were development fees paid to Westrec of $4,000
and $3,000 for the year ended December 31, 1997 and 1996, respectively. At
December 31, Tower Park Marina was comprised the following:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Land $ 1,040,000 $ 1,040,000
Buildings 2,078,000 2,078,000
Improvements 2,060,000 1,999,000
Floating docks 2,768,000 2,755,000
Furniture, fixtures and equipment 1,121,000 1,120,000
Leasehold interest 941,000 941,000
----------- -----------
10,008,000 9,933,000
Less accumulated depreciation
and amortization (5,373,000) (5,257,000)
----------- -----------
4,635,000 4,676,000
Net realizable value reserve (2,193,000) (2,193,000)
----------- -----------
$ 2,442,000 $ 2,483,000
=========== ===========
</TABLE>
F-9
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
PS MARINA INVESTORS I
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
2. TOWER PARK MARINA (CONTINUED)
-----------------------------
The marina facilities abandoned at December 31, 1995 consisted of Chandlers
Landing Yacht Club ($1,244,000), located on Lake Ray Hubbard in Dallas
County, Texas, ThunderBoat Marina ($7,357,000), located in Dania, Florida
near Fort Lauderdale and Banyan Bay Marina ($4,126,000) also located in
Dania, Florida. The Chandlers Landing Yacht Club was sold at a trustee
foreclosure sale on February 6, 1996 and due to the continued operating
losses at ThunderBoat and Banyan Bay Marinas, as well as the inability to
sell the Banyan Bay Marina, the Partnership allowed the Lender to foreclose
on these properties on September 30, 1996. Because of the impending
foreclosures and write-down to net realizable value at December 31, 1995,
no depreciation was taken on these three properties for the year ended
December 31, 1995 and 1996.
Included in the net loss before gain on abandoned marina facilities, net
realizable value adjustment and forgiveness of debt by affiliate for the
year ended December 31, 1996 is $7,000 of losses related to Chandlers
Landing Yacht Club, $46,000 of losses related to Banyan Bay Marina and
$16,000 of income related to ThunderBoat Marina.
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 write-down 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.
F-10
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
3. NOTES PAYABLE
-------------
Notes payable at December 31, consist of the following:
<TABLE>
<CAPTION>
1997 1996
---------- -----------
<S> <C> <C>
Note payable to an individual, bearing
interest at 11% per annum, secured by
a deed of trust on Tower Park Marina, due
on February 28, 1998. $ 6,715,000 $ 6,715,000
Other 14,000 21,000
----------- -----------
$ 6,729,000 $ 6,736,000
=========== ===========
</TABLE>
At December 31, 1997 future principal payments are as follows:
<TABLE>
<CAPTION>
Year
----
<S> <C>
1998 $6,722,000
1999 4,000
2000 3,000
----------
$6,729,000
==========
</TABLE>
F-11
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
3. NOTES PAYABLE (continued)
-------------------------
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
December 31, 1997, the note was reflected on the Partnership's balance
sheet at its face value of $6,715,000 with an additional $2,598,000 being
shown as accrued unpaid interest (based on the option agreement to acquire
the note, its fair value is deemed to be the option price of $1,700,000).
The option was initially for a one year period expiring on February 28,
1998. The Partnership extended the option agreement for one year in
February 1998 by paying Mr. Hughes $50,000, which was applied as a
reduction in the principal amount due. The Partnership may extend the
option agreement for one additional year by making an additional $50,000
principal payment in February 1999.
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.
F-12
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
3. NOTES PAYABLE (continued)
-------------------------
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 marinas
for a fee equal to 6% of the marinas' monthly gross revenues (as defined).
Management fees for the year ended December 31, 1997, 1996 and 1995 were
$132,000, $173,000 and $143,000, 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 December 31, 1997).
Total interest paid or accrued to Westrec for the year ended December 31,
1997, 1996, and 1995 was $122,000, $92,000 and $84,000, respectively.
The Partnership had entered into a lease with Marine Ventures Limited
("MVL"), an affiliate of the Corporate General Partner, for the operation
of the restaurant and bar and general store at Tower Park Marina. The
lease was terminated effective December 31, 1995. Lease payments were
based on the level of cash flow from the businesses. Included in lease
income for the year ended December 31, 1995 is $3,000.
The Partnership entered into a lease with MVL for the operation of
Chandlers Landing Yacht Club which requires MVL to pay the Partnership a
percentage of cash flow. As the yacht club operated at a deficit for the
year ended December 31, 1995 no lease income was earned by the Partnership.
Due to continued operating losses, the operations of Chandlers Landing
Yacht Club were significantly curtailed in July 1995 and sold at a trustee
foreclosure sale on February 6, 1996 (see Note 2).
F-13
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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,
particularly on the grounds that no bonus was earned based on the financial
results of the properties. Depositions are being scheduled for April 1998
and the case is scheduled for trial in May 1998.
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 $42,000, $42,000 and $41,000, respectively, for the year ended
December 31, 1997, 1996 and 1995.
Annual minimum lease payments for the year ending December 31, 1998 are
$5,000.
F-14
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
(FORMERLY PS MARINA INVESTORS I)
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
6. PROFORMA INFORMATION
--------------------
As discussed in Notes 2 and 3, the Partnership's Chandlers Landing Marina
was sold at a trustee foreclosure sale for $2,038,000 on February 1, 1994.
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 and Chandlers Landing Marina, for the
year ended December 31, 1996 and 1995.
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Revenues $2,890,000 $ 1,793,000
Expenses 3,732,000 2,849,000
---------- -----------
Net loss $ (842,000) $(1,056,000)
========== ===========
</TABLE>
F-15
<PAGE>
TOWER PARK MARINA INVESTORS * LP
a California Limited Partnership
SCHEDULE III - REAL ESTATE
AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
Cost
Subsequent to
Initial Cost Acquisition
------------------------------ ------------
Date Buildings & Buildings &
Acquired Description Encumbrances Land Improvements Improvements
-------- ---------------------------- ------------ ---------- -------------- ------------
<S> <C> <C> <C> <C> <C>
02/88 Tower Park $6,715,000 (A) $1,040,000 $6,213,000 $2,755,000
Net Realizable Value Reserve
09/88 Chandlers Landing (B) 26,000 4,828,000 627,000
11/89 ThunderBoat (C) 3,432,000 3,502,000 423,000
11/89 Banyan Bay (C) 2,493,000 1,158,000 475,000
07/91 Chandlers Landing
Yacht Club (D) 279,000 463,000 502,000
---------- ---------- ----------- ----------
$7,270,000 $16,164,000 $4,782,000
========== ========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount at December 31, 1997
-------------------------------------------------------------------
Date Buildings & Accumulated
Acquired Description Land Improvements Total Depreciation
-------- --------------------------- ---------- -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
02/88 Tower Park $1,040,000 $8,968,000 $10,008,000 $5,373,000
Net Realizable Value Reserve (2,193,000) 0
09/88 Chandlers Landing 0 0 0 0
11/89 ThunderBoat 0 0 0 0
11/89 Banyan Bay 0 0 0 0
07/91 Chandlers Landing
Yacht Club 0 0 0 0
---------- ---------- ----------- ----------
$1,040,000 $8,968,000 $ 7,815,000 $5,373,000
========== ========== =========== ==========
</TABLE>
(A) Does not include accrued interest on this note of $2,598,000.
(B) This property, which was encumbered by the same note which secured Tower
Park, was lost to foreclosure on February 1, 1994.
(C) These properties, which were encumbered by the Registrants $2,000,000 line
of credit, were lost to foreclosure on September 30, 1996.
(D) This property, which was encumbered by the $600,000 Citibank note, was lost
to foreclosure on February 6, 1996.
F-16
<PAGE>
TOWER PARK MARINA INVESTORS * LP
a California Limited Partnership
SCHEDULE III - REAL ESTATE AND
ACCUMULATED DEPRECIATION (continued)
REAL ESTATE RECONCILIATION
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ----------- -----------
<S> <C> <C> <C>
Balance at beginning of the year $7,740,000 $13,144,000 $22,528,000
Construction in progress and
improvements to facilities
during the year 75,000 60,000 225,000
Acquisitions during the year
Deductions during the year (5,464,000) (9,609,000)
---------- ----------- -----------
Balance at the end of the year $7,815,000 $ 7,740,000 $13,144,000
========== =========== ===========
</TABLE>
ACCUMULATED DEPRECIATION RECONCILIATION
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1997 1996 1995
---------- ----------- ----------
<S> <C> <C> <C>
Balance at beginning of the year $5,257,000 $ 8,000,000 $7,148,000
Additions during the year:
Depreciation 116,000 111,000 922,000
Deductions during the year (2,854,000) (70,000)
---------- ----------- ----------
Balance at the end of the year $5,373,000 $ 5,257,000 $8,000,000
========== =========== ==========
</TABLE>
The aggregate cost for Federal income tax purposes is $10,008,105.
F-17
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
No.
- -------
<C> <S>
(4) (A) Amended and Restated Agreement of Limited Partnership (form included as
Exhibit A to the Prospectus of Registrant dated August 4, 1988,
contained in Amendment No. 2 to Registration Statement No. 33-21021, of
Registrant filed July 29, 1988, and is incorporated herein by
reference).
(B) Amended form of execution copy of Subscription Agreement/Promissory Note
(filed as pages A-1 through A-6 to Post-Effective Amendment No. 1 to
Registration Statement No. 33-21021 of Registrant filed February 14,
1989, and is incorporated herein by reference).
(10)(A) Form of Property Management Agreement between Registrant and PS Marina
Management, Inc. (filed as Exhibit 10.1 to Registration Statement
No. 33-21021 of Registrant and is incorporated herein by reference).
(B) Copy of Purchase Agreement together with certain documents, leases and
the CSLC Lease relating to the purchase of Tower Park Marina (filed as
Exhibit 10.3 to Registration Statement No. 33-21021 of Registrant and is
incorporated herein by reference).
(C) Copy of Purchase Agreement together with certain documents, subleases
and the Concession Agreement relating to the purchase of Chandlers
Landing Marina (filed as Exhibit 10.4 to Registration Statement No.
33-21021 of Registrant and is incorporated herein by reference).
(D) Copy of lease between Registrant and Marine Ventures Limited relating to
restaurant/bar, general store and pontoon boat rental operation at Tower
Park Marina (filed as Exhibit 10.5 to Registration Statement No. 33-
21021 of Registrant and is incorporated herein by reference).
(E) Copy of Purchase Agreement together with certain documents relating to
the purchase of ThunderBoat Marina (filed as Exhibit 28A to the
Registrant's Current Report on Form 8-K filed December 28, 1989, and is
incorporated herein by reference).
(F) Copy of Purchase Agreement together with certain documents relating to
the purchase of Banyan Bay Marina (filed as Exhibit 28B to the
Registrant's Current Report on Form 8-K filed December 28, 1989, and is
incorporated herein by reference).
(27) Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<CASH> 15,000 20,000
<SECURITIES> 0 0
<RECEIVABLES> 163,000 135,000
<ALLOWANCES> 0 0
<INVENTORY> 112,000 128,000
<CURRENT-ASSETS> 290,000 283,000
<PP&E> 7,815,000 7,740,000
<DEPRECIATION> 5,373,000 (5,257,000)
<TOTAL-ASSETS> 2,846,000 2,874,000
<CURRENT-LIABILITIES> 0 0
<BONDS> 6,729,000 6,736,000
0 0
0 0
<COMMON> 0 0
<OTHER-SE> (9,320,000)<F1> (8,460,000)<F1>
<TOTAL-LIABILITY-AND-EQUITY> 2,846,000 2,874,000
<SALES> 0 0
<TOTAL-REVENUES> 2,538,000 3,318,000
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 2,529,000 3,377,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 869,000 870,000
<INCOME-PRETAX> (860,000) (929,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 784,000
<CHANGES> 0 0
<NET-INCOME> (860,000) (145,000)
<EPS-PRIMARY> (188.78)<F2> (31.94)<F2>
<EPS-DILUTED> (188.78)<F2> (31.94)<F2>
<FN>
<F1>TOTAL PARTNERS' DEFICIT
<F2>LIMITED PARTNERS' NET LOSS PER UNIT
</FN>
</TABLE>
