<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934
--------------------------------
For Quarter Ended Commission File
- ----------------- ---------------
June 30, 1998 Number 0-17672
TOWER PARK MARINA INVESTORS, L.P.,
a California Limited Partnership
--------------------------------
(Exact name of registrant as specified in its charter)
California 95-4137996
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
16633 Ventura Boulevard, 6th Floor, Encino, California 91436
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's phone number, including area code: (818) 907-0400
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period than 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> <C>
Balance Sheets at June 30, 1998 and
December 31, 1997 2
Statements of Operations for the three month
periods ended June 30, 1998 and 1997 3
Statements of Operations for the six month
periods ended June 30, 1998 and 1997 4
Statements of Cash Flows for the six month
periods ended June 30, 1998 and 1997 5
Notes to Financial Statements 6-12
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.
a California Limited Partnership
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Cash $ 22,000 $ 15,000
Accounts receivable 164,000 163,000
Tower Park Marina, net 2,432,000 2,442,000
Other assets, net 284,000 226,000
---------- ----------
$2,902,000 $2,846,000
========== ==========
LIABILITIES AND PARTNERS' DEFICIT
- ---------------------------------
Accounts payable and accrued expenses $ 618,000 $ 525,000
Interest payable 2,899,000 2,598,000
Payable to affiliates 2,276,000 2,112,000
Deferred rentals 220,000 202,000
Notes payable 6,675,000 6,729,000
Commitments and contingencies - -
---------- ----------
12,688,000 12,166,000
Partners' deficit:
Limited partners' deficit, $50,000
per unit, 4,508 units authorized
issued and outstanding (8,827,000) (8,366,000)
Less deferred contributions (76,000) (76,000)
---------- ----------
(8,903,000) (8,442,000)
General partners' deficit (883,000) (878,000)
---------- ----------
Total partners' deficit (9,786,000) (9,320,000)
---------- ----------
$2,902,000 $2,846,000
========== ==========
</TABLE>
See accompanying notes.
-2-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
STATEMENTS OF OPERATIONS
For the three month periods ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
REVENUES:
Slip rentals $ 172,000 $ 191,000
RV Park 174,000 182,000
Lease income 39,000 41,000
Restaurant and retail 206,000 316,000
Other income 36,000 32,000
--------- ---------
627,000 762,000
--------- ---------
EXPENSES:
Cost of operations 548,000 666,000
Interest expense 229,000 214,000
Depreciation and amortization 30,000 29,000
Management fees paid to affiliates 32,000 38,000
--------- ---------
839,000 947,000
--------- ---------
Net loss $(212,000) $(185,000)
========= =========
Allocation of net loss:
Limited Partners' $(210,000) $(183,000)
General Partners' (2,000) (2,000)
--------- ---------
$(212,000) $(185,000)
========= =========
Limited Partners' net loss
per unit
$ (46.58) $ (40.59)
========= =========
</TABLE>
See accompanying notes.
-3-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
STATEMENTS OF OPERATIONS
For the six month periods ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
REVENUES:
Slip rentals $ 332,000 $ 357,000
RV Park 280,000 290,000
Lease income 74,000 82,000
Restaurant and retail 257,000 423,000
Other income 52,000 49,000
---------- ----------
995,000 1,201,000
---------- ----------
EXPENSES:
Cost of operations 896,000 1,178,000
Interest expense 451,000 425,000
Depreciation and amortization 61,000 58,000
Management fees paid to affiliates 53,000 62,000
---------- ----------
1,461,000 1,723,000
---------- ----------
Net loss $ (466,000) $ (522,000)
========== ==========
Allocation of net loss:
Limited Partners' $ (461,000) $ (517,000)
General Partners' (5,000) (5,000)
---------- ----------
$ (466,000) $ (522,000)
========== ==========
Limited Partners' net loss
per unit $ (102.26) $ (114.69)
========== ==========
</TABLE>
See accompanying notes.
-4-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
STATEMENTS OF CASH FLOWS
For the six month periods ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(466,000) $(522,000)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 61,000 58,000
Increase in accounts receivable (1,000) (21,000)
Increase in other assets (58,000) (27,000)
Increase (decrease) in accounts payable and
accrued expenses 93,000 (210,000)
Increase in interest payable, net 301,000 276,000
Increase in deferred rentals 18,000 2,000
--------- ---------
Net cash used for operating activities (52,000) (444,000)
--------- ---------
Net cash flows used for investing activities:
Construction in progress and improvements to
Tower Park Marina (51,000) (42,000)
--------- ---------
Cash flows from financing activities:
Repayments of notes payable (54,000) (3,000)
Advances from affiliates, net 164,000 575,000
--------- ---------
Net cash provided by financing activities 110,000 572,000
--------- ---------
Net increase in cash 7,000 86,000
Cash at the beginning of period 15,000 20,000
--------- ---------
Cash at the end of period $ 22,000 $ 106,000
========= =========
</TABLE>
See accompanying notes.
-5-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
FEDERAL INCOME TAX BASIS
June 30, 1998
(Unaudited)
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., a
wholly-owned subsidiary of Westrec Properties, Inc. ("Westrec"), and B. Wayne
Hughes, a shareholder of Westrec until September 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.
Net Realizable Value Reserve
----------------------------
As of June 30, 1998 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.
-6-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(CONTINUED)
-----------
Net Realizable Value Reserve (continued)
----------------------------------------
A net realizable value reserve of $2,193,000 was established at December 31,
1995 to reduce the carrying value of Tower Park Marina to its then estimated
realizable value. No addition to this reserve was considered necessary at
June 30, 1998 or December 1997 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.
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%.
-7-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
------------------------------------------------------------------
(CONTINUED)
-----------
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
Taxes Based on Income
---------------------
Taxes based on income are the responsibility of the individual partners and
accordingly, are not reflected in the accompanying financial statements.
-8-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
(Unaudited)
2. TOWER PARK MARINA
-----------------
Tower Park Marina includes the purchase price of the property and related
acquisition and closing costs. The Partnership paid an acquisition fee of 6%
of the contract purchase price of the property, 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 $3,000 and $3,000 for the six months
ended June 30, 1998, and for the year ended December 31, 1997, respectively.
At June 30, 1998 and December 31, 1997 the investment in Tower Park Marina
was comprised of the following:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Land 1,040,000 1,040,000
Buildings 2,078,000 2,078,000
Improvements 2,060,000 2,060,000
Floating docks 2,768,000 2,768,000
Furniture, fixtures and equipment 1,121,000 1,121,000
Leasehold interest 941,000 941,000
Construction in progress 51,000 -
---------- ----------
10,059,000 10,008,000
Less accumulated depreciation and
amortization (5,434,000) (5,373,000)
----------- ----------
4,625,000 4,635,000
Net realizable value reserve (2,193,000) (2,193,000)
----------- ----------
$ 2,432,000 $2,442,000
=========== ==========
</TABLE>
Tower Park Marina is not generating satisfactory levels of cash flows and
cash flow projections do not indicate significant improvement in the near
term. These matters raise substantial doubt about the Partnership's ability
to recover the carrying value of its assets (not withstanding the writedown
of the marina facility to its net realizable value) and to continue as a
going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result
from the possible inability of the Partnership to continue as a going
concern.
-9-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
(Unaudited)
3. NOTES PAYABLE
-------------
Notes payable at June 30, 1998 and December 31, 1997 consist of the
following:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<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, 1999 $6,665,000 $6,715,000
Other 10,000 14,000
---------- -----------
$6,675,000 $6,729,000
========== ===========
At June 30, 1998 future principal payments are as follows:
Year
----
1998 $ 2,000
1999 6,669,000
2000 4,000
----------
$6,675,000
==========
</TABLE>
From September 1991 through 1994, no payments were made on the note secured
by Tower Park Marina and 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 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.
-10-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
(Unaudited)
3. NOTES PAYABLE (CONTINUED)
-------------------------
In October 1993, the Partnership discontinued making payments on its
$2,000,000 note payable secured by ThunderBoat Marina and Banyan Bay Marina.
In September 1994, the lender initiated an action seeking to foreclose on the
marinas. In January 1995, the Partnership entered into a forbearance
agreement in which the lender agreed to forbear action to foreclose until
July 15, 1995 as long as the Partnership made monthly payments to the lender
of $4,000. As part of the forbearance agreement, the Partnership agreed that
if the note was not paid in full or otherwise acceptably restructured prior
to July 15, 1995, the lender would be entitled to a judgment of foreclosure.
In July 1995, the Partnership and the lender agreed to extend the forbearance
period until February 15, 1996. The extension required an initial fee of
$30,000 and monthly payments, beginning in September 1995, of $25,000, which
were applied to accrued unpaid interest. In February 1996, the lender
offered to extend the forbearance period if the monthly payments were
increased to $40,000. Due to the continued operating cash flow deficits of
the properties and the inability to sell the Banyan Bay Marina, the
Partnership allowed the Lender to foreclose on the properties on September
30, 1996.
On October 5, 1995, the loan secured by Chandlers Landing Yacht Club was sold
to President's Square Limited Partnership. On October 13, 1995, President's
Square Limited Partnership notified the Partnership that it was in default of
several provisions of the loan, and demanded that the defaults be corrected
within 30 days or the note would be accelerated and due immediately. As all
the conditions of default could not be corrected, and after evaluating the
current value of the property, the Partnership allowed the property to be
sold at a trustee foreclosure sale on February 6, 1996.
The Partnership's ability to continue as a going concern is dependent upon
their ability to exercise their option on the note secured by Tower Park
Marina and improved operational cash flow. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the possible inability of
the Partnership to continue as a going concern.
4. RELATED PARTY TRANSACTIONS
--------------------------
The Partnership has an agreement with Westrec Marina Management, Inc., an
affiliate of Westrec, to manage the day-to-day operations of the marina for a
fee equal to 6% of the marina's monthly gross revenues (as defined).
Management fees for the six months ended June 30, 1998 and 1997, were $53,000
and $62,000, respectively.
-11-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
June 30, 1998
(Unaudited)
4. RELATED PARTY TRANSACTIONS (CONTINUED)
--------------------------------------
In connection with funding the Partnership's operating deficits funds have
been borrowed from Westrec. These borrowings accrue interest at the prime
rate plus 1% (9.50% at June 30, 1998). Total interest paid or accrued to
Westrec for the six months ended June 30, 1998 and 1997 was $87,000 and
$57,000, respectively.
5. COMMITMENTS AND CONTINGENCIES
-----------------------------
In September 1994, Mr. Leaman, the prior owner of ThunderBoat and Banyan Bay
Marina, 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 that case vigorously,
particularly on the grounds that no bonus was earned based on the financial
results of the properties. Depositions were taken during April and May 1998
and the case is scheduled for trial in November 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
$21,000 for each of the six month periods ended June 30, 1998 and 1997.
Annual minimum lease payments for the year ending December 31, 1998 are
$5,000.
-12-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
June 30, 1998
(Unaudited)
The Partnership's operations for the six months ended June 30, 1998 consist
of Tower Park Marina in the Sacramento San Joaquin Delta near Sacramento,
California. As of June 30, 1998, Tower Park Marina had the following
occupancies:
<TABLE>
<CAPTION>
Spaces %
Available Occupied
---------- ---------
<S> <C> <C>
Wet slips 236 (1) 84.3%
Dry storage 98 77.6%
RV Park 131 80.2%
</TABLE>
(1) non-transient spaces only
For the six months ended June 30, 1998, revenues for Tower Park Marina
declined $206,000 to $995,000. The decline was primarily due to a $130,000
decrease in restaurant revenues, and a $36,000 decline in retail sales.
These declines in revenue are due to a decline in activity at the property
and a reduction in the restaurant's hours of operation. Overall the
property's net operating income improved to $113,000 for the six months ended
June 30, 1998 compared to zero for the first six months of 1997.
The Partnership's net loss of $466,000 for the six months ended June 30, 1998
includes $61,000 of depreciation and amortization, a non-cash item, an
improvement of $59,000 in cash flow over the same period of a year ago. Also
contributing to the Partnership's net loss was $25,000 in legal costs
associated with the Leaman litigation.
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 Partnership had discontinued making debt
service payments on substantially all of its notes. As a result, all of the
Partnership's properties were lost to foreclosure, with the exception of
Tower Park Marina.
-13-
<PAGE>
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
June 30, 1998
(Unaudited)
From 1991 to 1994, the Partnership was involved in various negotiations with
the lender, a financial institution, and its successor, Resolution Trust
Corporation ("the RTC"), to restructure or otherwise settle the note secured
by Tower Park Marina. In January 1995, the RTC sold the note as part of a
sales initiative to a third party. The note was immediately sold to an
affiliate of the individual general partner. The Partnership entered into an
option agreement to purchase the note from the affiliate at its cost
($1,700,000) plus carrying costs. The option agreement originally expired on
April 10, 1996, and has been extended until February 28, 1999.
The Partnership's ability to continue as a going concern is dependent upon
their ability to exercise their option on the note secured by Tower Park
Marina and improved operating results at Tower Park Marina.
Between 1988 and 1998, the Partnership 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.
a California Limited Partnership
PART II. OTHER INFORMATION
June 30, 1998
(Unaudited)
ITEMS 1 through 6 are inapplicable.
SIGNATURES
----------
Pursuant To the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: August 6, 1998
TOWER PARK MARINA INVESTORS, L.P.
a California Limited Partnership
BY: Westrec Investors, Inc.
General Partner
BY: /s/ Jeffrey K. Ellis
--------------------
Jeffrey K. Ellis
Vice President
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> JUN-30-1998 JUN-30-1997
<CASH> 22,000 106,000
<SECURITIES> 0 0
<RECEIVABLES> 164,000 156,000
<ALLOWANCES> 0 0
<INVENTORY> 168,000 155,000
<CURRENT-ASSETS> 354,000 417,000
<PP&E> 7,866,000 7,782,000
<DEPRECIATION> (5,434,000) (5,315,000)
<TOTAL-ASSETS> 2,902,000 2,992,000
<CURRENT-LIABILITIES> 838,000 726,000
<BONDS> 6,675,000 6,733,000
0 0
0 0
<COMMON> 0 0
<OTHER-SE> (9,786,000)<F1> (8,982,000)
<TOTAL-LIABILITY-AND-EQUITY> 2,902,000 2,992,000
<SALES> 0 0
<TOTAL-REVENUES> 995,000 1,201,000
<CGS> 0 0
<TOTAL-COSTS> 896,000 1,178,000
<OTHER-EXPENSES> 114,000 120,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 451,000 425,000
<INCOME-PRETAX> (466,000) (522,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (466,000) (522,000)
<EPS-PRIMARY> (102.26)<F2> (114.69)
<EPS-DILUTED> (102.26)<F2> (114.69)
<FN>
<F1>TOTAL PARTNERS' DEFICIT
<F2>LIMITED PARTNERS' NET LOSS PER UNIT
</FN>
</TABLE>
