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, 2003
or
¨ | 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
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 incorporation or organization) |
(I.R.S. Employer Identification Number) |
16633 Ventura Blvd., 6th Floor, Encino, California 91436
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (818) 907-0400
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
(Title of Class)
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 Registrants 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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ Nox
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed fiscal quarter. N/A
DOCUMENTS INCORPORATED BY REFERENCE
See Index to Exhibits contained herein.
PART I
ITEM 1. Business.
Forward Looking Statements
This annual report on Form 10-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on managements current expectations and assumptions and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global, economic, business, competitive, market and regulatory factors. The Registrant undertakes no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.
General
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.
Registrants general partners (the General Partners) were originally 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), which is a wholly-owned subsidiary of Westrec Financial. The limited partners of Registrant have no right to participate in the management or conduct of Registrants business and affairs.
Registrant has entered into a management agreement with Westrec Marina Management, Inc. (WMMI), a California corporation and a wholly-owned subsidiary of Westrec Financial, whereby WMMI has agreed to manage Registrants properties for monthly fees generally equal to 6% of gross
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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 (RV) 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 Registrants 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.
Registrants principal investment objectives are to (1) preserve and protect Registrants invested capital; (2) provide cash distributions from property operations; (3) maximize the potential for appreciation in value of Registrants property; and (4) build up equity through the reduction of the mortgage loan on Registrants property.
The General Partners or an affiliate supervise the construction of improvements to Registrants property.
As of December 31, 2003 and 2002, Registrant owned one property, known as Tower Park Marina. Reference is made to Item 2 for additional information about this property.
Registrant competes in the operation of its property with other entities, some of which may have greater resources 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. Registrants 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 Registrants marina, and the General Partners or their affiliates may organize future partnerships or other entities to own and operate marinas which may compete with Registrants property. The General Partners and their affiliates, including in particular WMMI, may also manage marinas owned by unaffiliated third parties which may compete with Registrants property.
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A portion of the Registrants Tower Park Marina is operated under a lease (the CSLC Lease) with the California State Lands Commission (CSLC). Registrants assignment or sublease of 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. Effective January 1, 1999 the CSLC Lease was extended until December 31, 2023.
Marinas are subject to numerous governmental regulations, particularly environmental regulations, such as water pollution and water quality control regulations, and other miscellaneous regulatory requirements. Failure to comply with those regulations 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 marina, such as oil, paint, sewage and fuel. Registrant and its sublessees must also comply with applicable federal, state and local laws concerning aboveground storage tanks. 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 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.
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In November 1991, contamination was discovered in the area surrounding a fuel storage tank at Tower Park Marina. Currently, the California Regional Water Quality Control Board (CRWQCB) had required groundwater sampling and monitoring on a quarterly basis. In March 2003, the CRWQCB determined that the site had been sufficiently remediated and that they would require no further monitoring. The monitoring wells have been abandoned and sealed and the Registrant received a final closure letter in December 2003. To date the Registrant has incurred $118,000 in monitoring costs. Included in cost of operations for the year ended December 31, 2003 is $11,000 of monitoring costs.
Tower Park Marina is also subject to a variety of federal, state and local laws affecting the development or improvement of the property, 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 that affect the boating industry both locally and nationally, with activity at Tower Park Marina increasing seasonally during the period April through October of each year.
There are 27 persons who render service on behalf of Registrant on a full-time basis, and 7 persons who render services on a part-time basis. These persons include managers, assistant managers, relief managers, area managers, accounting, administrative and clerical personnel, construction, dock personnel and development and supervision personnel. The persons rendering services on a 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 Registrants Partnership Agreement is until the property has been sold and, in any event, not later than December 31, 2038.
ITEM 2. Property.
As of December 31, 2003, the Registrant owned Tower Park Marina, which is located in San Joaquin County, California. The property was acquired on February 1, 1988. Tower Park Marina is
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situated on 44.5 acres, of which 14 acres are leased from the CSLC. Tower Park Marina improvements and operations currently consist of the following: (a) 206 covered slips contained in 17 covered sheds; (b) 141 open slips; (c) end ties for approximately 17 boats; (d) an RV facility containing approximately 390 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 65 boats; and (g) additional dry storage areas with capacity for approximately 49 boats. 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 RV facility consists of permanent (rented on an annual basis) RV camping and transient RV camping. As of March 1, 2004, the permanent wet slip facilities (consisting of 206 slips) were approximately 76.2% leased and the permanent RV spaces (consisting of 128 spaces) were approximately 85.2% leased.
The CSLC Lease provides for annual rent based on gross receipts, with minimum annual rent of $40,000. For the year ended December 31, 2003, rent expense for the CSLC Lease was $40,000.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5. Market for Registrants 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
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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.
As of December 31, 2003, WMMI has acquired 804 Units in the Registrant, representing 17.83% of the outstanding units at an average price of $231 per unit.
Exclusive of the General Partners interest in Registrant, as of December 31, 2003, there were approximately 870 Unit holders of record.
If applicable, Registrant makes quarterly distributions of all Cash Flow from Operations and of all Cash from Sales or Refinancing, subject to the provisions described below. Cash Flow from Operations, as defined in the Registrants Partnership Agreement, is the total cash receipts of the Registrant from the operations of the Registrants business, which includes, but is not limited to, cash receipts from the rental of the Registrants 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, as defined in the Partnership Agreement, is the net proceeds to Registrant from all sales, exchanges and refinancing of Registrants 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 Registrants continued operating deficits, distributions have been suspended since June 30, 1991. See Items 6 and 7 for a more detailed discussion of the Registrants operating results.
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ITEM 6. Selected Financial Data.
The data set forth below should be read in connection with the Consolidated Financial Statements and Notes thereto appearing elsewhere herein, and Managements Discussion and Analysis of Financial Condition and Results of Operations.
(In thousands of dollars, except per unit information)
For the Year |
2003 |
2002 |
2001 |
2000 |
1999 (2) |
|||||||||||||||
Revenues |
$ | 2,760 | $ | 2,733 | $ | 2,752 | $ | 2,594 | $ | 2,468 | ||||||||||
(Loss) income from continuing operations |
$ | (489 | ) | $ | (369 | ) | $ | (443 | ) | $ | (426 | ) | $ | 7,951 | ||||||
Loss from discontinued operations |
| | (20 | ) | (2 | ) | (17 | ) | ||||||||||||
Net (loss) income |
$ | (489 | ) | $ | (369 | ) | $ | (463 | ) | $ | (428 | ) | $ | 7,934 | ||||||
Limited Partners share |
(484 | ) | (365 | ) | (458 | ) | (424 | ) | 7,855 | |||||||||||
General Partners share |
(5 | ) | (4 | ) | (5 | ) | (4 | ) | 79 | |||||||||||
Limited Partners per unit data (1) |
||||||||||||||||||||
(Loss) income from continuing operations |
$ | (107.36 | ) | $ | (80.97 | ) | $ | (97.16 | ) | $ | (93.62 | ) | $ | 1,746.23 | ||||||
Loss from discontinued operations |
| | (4.44 | ) | (.44 | ) | (3.77 | ) | ||||||||||||
Net income (loss) |
$ | (107.36 | ) | $ | (80.97 | ) | $ | (101.60 | ) | $ | (94.06 | ) | $ | 1,742.46 | ||||||
Cash Distributions |
| | | | | |||||||||||||||
As of December 31, |
2003 |
2002 |
2001 |
2000 |
1999 (2) |
|||||||||||||||
Total assets |
$ | 3,286 | $ | 3,316 | $ | 3,511 | $ | 3,549 | $ | 3,373 | ||||||||||
Mortgage notes payable |
$ | 3,968 | $ | 1,962 | $ | 2,023 | $ | 2,056 | $ | 2,100 | ||||||||||
(1) | Per unit data is based on the weighted average number of Units outstanding during each year, 4,508. |
(2) | The year ended December 31, 1999 has been restated to reflect the consolidation of Little Potato Slough Mutual Water Company (LPSMWC) and the effect of discontinued operations. See Notes 1 and 8 to the Consolidated Financial Statements contained herein. |
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ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
In August 1988 the Registrant commenced an offering of up to 12,000 Units of limited partnership interest to the public at a price of $5,000 per Unit. 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, 2003, $11,190,000 had been incurred in capital costs associated with its acquisition and subsequent improvement.
The operations of the Registrants marina are influenced by factors affecting the marina and boating industries nationally, as well as by local market and weather conditions.
Presentation of Financial Statements
The financial statements of the Partnership reflect the Partnerships ongoing business in the slip rental, RV parking, retail sales, fuel sales and other segments and the discontinuance of its restaurant and boat service segments. The restaurant and boat service segments are now classified as discontinued operations. Financial statements of prior periods have been restated to reflect the Partnerships decision to discontinue the restaurant and boat service operations.
Results of Operations
Historically, the Partnerships revenues were generated primarily from slip rentals, RV parking, retail sales, fuel sales and the restaurant and boat service segments.
During 2003, there was a slight decline in transient RV parking revenues, due to a decline in the transient work force in the area. In addition, the infrastructure (sewer, electrical, etc.) at both the transient and permanent RV sites is nearing the end of its useful life. The Registrant is currently working with engineers and designers to develop an appropriate redevelopment plan. We believe the cost of implementing such a plan will be between $500,000 and $1,000,000.
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2003 Compared to 2002
For the year ended December 31, 2003, the Registrant reported a net loss before discontinued operations of $489,000, a decline of $120,000 from 2002. The decline is the net result of declining margins related to RV parking and retail segments as well as a $66,000 increase in interest expense. The increase in interest is attributable to the refinancing of the mortgage note payable. Included in the net loss of $489,000 is $293,000 of depreciation and amortization. Excluding these non-cash items, the Registrant incurred a cash flow deficit of $196,000. This deficit was covered by additional advances from the General Partner and by the deferral of interest and management fee payments due to the General Partner and/or its affiliates.
For the year ended December 31, 2003, the net operating cash flow (Tower Parks operating income before debt service, depreciation, amortization and partnership administrative costs) for Tower Park Marina was $356,000, compared to $467,000 in 2002. The decline was primarily the result of RV park revenues declining $71,000 to $837,000, due to a decrease in transient occupancies.
Tower Park Marinas slip rental revenues (which includes both wet slip and dry storage revenues) remained stable, increasing $31,000 to $734,000 in 2003, which is attributable to both an increase in occupancies and a raise in rates.
Retail sales declined $36,000 to $382,000, due to lower volume.
Fuel service revenues improved $35,000 to $249,000 due to rising prices, however operating income from fuel sales only improved slightly, by $4,000 to $37,000 because of rising fuel costs.
Water and sewer revenues increased $35,000, which was primarily due to increased usage and demand. Operating margins from water and sewer also improved slightly.
Lease income increased $29,000 as a result of rate increases given to tenants in the third quarter of 2003, as well as an increase in percentage rents received from the restaurant tenant.
Cost of operations declined $71,000, which was primarily the result of declining audit, tax and legal expenses.
Interest expense increased $66,000, which was primarily the result of higher principal balance on the new mortgage note payable for a portion of the year, and payment of $81,000 in prepayment penalties related to the refinancing. These expenses were partially offset by a decline in interest paid to affiliates because of lower interest rates, and a declining principal balance on these payables
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Depreciation and amortization increased $23,000 in 2003 due to the amortization of the remaining financing cost related to the former mortgage note payable.
2002 Compared to 2001
For the year ended December 31, 2002, the Registrant reported a net loss before discontinued operations of $369,000, an improvement of $74,000 over 2001. The improvement is the net result of decreased operating costs and a $68,000 decline in interest expense. The savings in interest are the result of lower interest costs on advances from affiliates. Included in the net loss of $369,000 is $270,000 of depreciation and amortization. Excluding these non-cash items, the Registrant incurred a cash flow deficit of $99,000. This deficit was covered by additional advances from the General Partner and by the deferral of interest and management fee payments due to the General Partner and/or its affiliates.
For the year ended December 31, 2002, the net operating cash flow (Tower Parks operating income before debt service, depreciation, amortization and partnership administrative costs) for Tower Park Marina was $467,000, compared to $339,000 in 2001. Tower Park Marinas slip rental revenues (which includes both wet slip and dry storage revenues) remained stable, increasing slightly by $7,000 to $703,000 in 2002, which is attributable to a slight increase in occupancies.
RV park revenues also remained stable in 2002, increasing $9,000 to $908,000.
Retail sales declined $5,000 to $418,000; however, net operating income from retail sales increased $4,000 to $69,000 in 2002 due to slightly improved margins.
Fuel service revenues declined $29,000 to $214,000 due to lower costs and lower retail prices, with operating income from fuel sales declining $11,000 to $33,000.
Water and sewer revenues decreased $38,000, which was primarily due to decreased usage and demand. Water and sewer expenses declined $15,000 partially in response to the decrease in usage offset by slight increases in administrative costs.
Lease income increased $15,000 as a result of a full year of lease income from the restaurant tenant (seven months in 2001).
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Cost of operations declined $22,000, which was primarily the result of declining utilities and property taxes, offset by increasing repair and maintenance expenses.
Interest expense declined $68,000, which was primarily the result of a $65,000 decline in interest paid to affiliates because of lower interest rates.
Depreciation and amortization increased $32,000 in 2002 due to the amortization of new improvements at Tower Park Marina.
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 ($2,903,000 through December 31, 2003) and cash reserves.
The CSLC Lease requires minimum quarterly payments of $10,000 and the note secured by Tower Park requires monthly payments of $30,000.
Tower Parks 2003 net operating cash flow of $356,000 reflects $126,000 of management fees paid to an affiliate of the Corporate General Partner. As payments to the Corporate General Partner or its affiliates can be deferred, as necessary, the amount available for making the Registrants annual debt service payments of $361,000 was approximately $482,000. As expenditures for capital improvements are discretionary, the amount and timing of these expenditures can be adjusted based on the operating results and cash flow of the Registrant.
Registrants ability to continue to operate through 2004 and beyond is contingent on, among other factors, the improvement in Tower Park Marina operations and either continued advances from the General Partners or the deferral of payments to the General Partners or their affiliates for management fees and interest. There can be no assurance that these conditions will be met or that the Registrant will be able to continue as a going concern.
Off-Balance Sheet Arrangements
Registrant has no off-balance sheet arrangements and has not entered into any transactions involving unconsolidated, limited purpose entities.
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Tabular Disclosure of Contractual Obligations
Total |
Less than 1 Year |
1 3 Years |
3-5 Years |
More than 5 Years | ||||||
Long term Debt Obligations |
4,024,000 | 109,000 | 239,000 | 271,000 | 3,405,000 | |||||
Capital Lease Obligations |
9,000 | 3,000 | 6,000 | | | |||||
Operating Lease Obligations |
804,000 | 40,000 | 80,000 | 80,000 | 604,000 | |||||
Purchase Obligations |
| | | | | |||||
Other Long-Term Liabilities Reflected on the Registrants Balance Sheet under GAAP |
| | | | | |||||
Total |
4,837,000 | 152,000 | 325,000 | 351,000 | 4,009,000 |
Effects of Inflation
Registrant believes that the relatively moderate rate of inflation over the past few years has not had a significant impact on its revenues or profitability.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
The Registrant is exposed to changes in interest rates from its financing arrangement with its General Partners. The Registrants mortgage note payable bears interest at a fixed rate. See Note 5 to the Consolidated Financial Statements for terms, valuations, and principal maturity of the mortgage note as of December 31, 2003. Based on the market rate of the mortgage note, its fair value at December 31, 2003 is deemed to be the carrying value, $3,968,000.
ITEM | 8. Financial Statements and Supplementary Data. |
The Consolidated Financial Statements required in response to this Item 8 are submitted as part of Item 15(a) of this annual report on Form 10-K.
ITEM | 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
ITEM 9A. Controls and Procedures
(a) | Evaluation of Disclosure Controls and Procedures. Registrants Corporate General Partner has evaluated the effectiveness of Registrants disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of the end of the period covered by this annual report on |
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Form 10-K (the Evaluation Date). Based on such evaluation, the Corporate General Partner concluded that, as of the Evaluation Date, the Registrants disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Registrant required to be included in the Registrants periodic filings under the Exchange Act. It should be noted that the design of any systems of controls is based in part upon certain assumptions, and there can be no assurance that any design will succeed in achieving its stated goals. |
(b) | Changes in Internal Control Over Financial Reporting. No changes in Registrants internal control over financial reporting have come to the attention of the Corporate General Partner during Registrants last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Registrants internal control over financial reporting. |
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Registrant has no directors or executive officers.
Registrants General Partners are Westrec Investors, Inc. (formerly PS Marina Investors, Inc.) and Tower Park Marina Operating Corporation (substituted for B. Wayne Hughes in 1997). The Corporate General Partner, acting through its directors and executive officers, is responsible for the day-to-day operations of Registrant. Registrants 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 perform 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.
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Name |
Age |
Office and Date of Election |
Business Experience During Past 5 Years | |||
Michael M. Sachs |
63 |
President and Director of the Corporate General Partner (1990) and of Tower Park Operating Corporation (1997) | Mr. Sachs is President, Secretary and Director of Westrec Financial and President of Westrec Properties (1990) and Vice-President, Secretary and Director of WMMI (1987). Mr. Sachs has been a director of New Century Financial Corporation, a residential mortgage brokerage, since its inception in 1995. | |||
Jeffrey K. Ellis |
43 |
Vice President (1990) and Chief Financial Officer (1996) of the Corporate General Partner and Vice President and Chief Financial Officer of Tower Park Operating Corporation (1997). | Mr. Ellis is Vice President (1990) and Chief Financial Officer (1996) for Westrec Financial, Inc., Westrec Properties, Inc. and Westrec Marina Management, Inc. | |||
William W. Anderson |
55 |
Director of the Corporate General Partner (1990) and of Tower Park Operating Corporation (1997). | Mr. Anderson is the President (1990) and Director (1995) of Westrec Marina Management, Inc. and is a Director of Westrec Financial, Inc. (1996) and Westrec Properties, Inc. (1996). |
Pursuant to Articles 16 and 17 of Registrants Partnership Agreement, a copy of which is included in Registrants prospectus included in SEC Registration No. 33-21021, each of the General Partners continues to serve until (i) death, insanity, insolvency, bankruptcy 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 General Partners serves until he resigns or is removed from office by Westrec Properties or Westrec Financial, and may resign or be removed from office at any time with or without cause. Each officer of the General Partners serves until he resigns or is removed by the board of directors of that 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.
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Audit Committee Financial Expert.
Registrant is not a listed issuer and does not have a board of directors, nor does it have any audit committee financial expert within the meaning of Reg. S-K, Item 401(h). This is due to the small size of Registrant and the nature of its business.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Registrants General Partners, and the directors and executive officers of the Corporate General Partner, and persons who own more than ten percent of the Registrants Units, to file with the Securities and Exchange Commission (the SEC) initial reports of ownership and reports of changes in ownership of Units.
To the Registrants knowledge, based solely on review of the copies of such reports furnished to the Registrant and written representations that no other reports were required, during the fiscal year ended December 31, 2003, 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.
Code of Ethics.
Due to the small size of the Registrant and the nature of its business, the Registrant does not have a formal code of ethics within the meaning of Reg. S-K, Item 406.
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) Security Ownership of Certain Beneficial Owners. Except as specified below, as of the date hereof, no person is known by Registrant to own beneficially more than 5% of the Units of limited partnership interest.
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Number of Limited Owned at March 1, 2004 |
Percent of Class |
||||
Name and Address of Beneficial Owner |
|||||
Westrec Marina Management, Inc. 16633 Ventura Blvd., 6th Floor Encino, CA 91436 |
812 | 18.0 | % |
(b) Security Ownership of Management. Registrant has no officers or directors. As of December 31, 2003, the General Partners have contributed an aggregate of $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 100% of the common stock of Westrec Financial. As of December 31, 2003 there was no Preferred Stock outstanding.
To date, WMMI has acquired 812 Units (804 Units at December 31, 2003) in the Registrant, representing 18.0% of the outstanding units. WMMIs business address is 16633 Ventura Boulevard, 6th Floor, Encino, California, 91436.
(c) Changes in Control. 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 Registrants Partnership Agreement, a copy of which is included in Registrants 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.
17
ITEM 13. Certain Relationships and Related Transactions.
The Registrants prospectus included in SEC Registration Statement No. 33-21021 discloses 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 and their affiliates through December 31, 2003 totaled $1,662,000, ($10,000 of which was paid in 2003).
2. A 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, 2003 totaled $96,000 (none of which was paid in 2003).
3. The Corporate General Partner made advances to Registrant during 1998, 1999, 2000, 2001, 2002 and 2003 to cover operating deficits and capital expenditures. At December 31, 2003, these advances totaled $2,903,000 and accrue interest at prime plus 1% (5.00% at December 31, 2003). Interest paid or accrued to the Corporate General Partner for 2003 totaled $199,000.
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 2003 and none are expected in 2004.
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 Registrants Registration Statement, SEC Registration Statement No. 33-21021. Under the terms of those agreements, WMMI is entitled to receive as compensation for its management services a property management fee, payable monthly, in an
18
amount equal to the sum of (i) 6% of the Gross Revenue from operations of the properties and (ii) 6% of the Net 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 WMMIs executive officers expend on project management and WMMIs overhead costs such as its expenses for rent, utilities and servicing of Registrants accounts payable. During 2003, $126,000 was paid or accrued by Registrant to WMMI pursuant to the management agreements.
ITEM 14. Principal Accountant Fees and Services
The following audit services were provided By Vasquez & Company LLP during fiscal 2003 and 2002:
2003 |
2002 | |||||
Audit fees |
$ | 28,000 | $ | 43,000 | ||
Audit-related fees (1) |
| | ||||
Tax fees (2) |
4,000 | 16,000 | ||||
All other fees (3) |
| | ||||
Total |
$ | 32,000 | $ | 59,000 | ||
(1) | Audit Related Fees |
Audit-related fees were billed for the following service: Not Applicable.
(2) | Tax Fees |
Tax fees were billed for the following services: Preparation of Registrants Federal and State tax returns and limited partner K-1s.
(3) | All Other Fees |
All other fees were billed for the following services: Not applicable.
19
Pre-Approval Policy
The Registrants external auditor cannot be engaged to provide any audit or non-audit services to the Registrant unless the engagement is pre-approved by management in compliance with the Sarbanes-Oxley Act of 2002.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
a. | 1. Financial statements |
The financial statements listed in the accompanying Index to Financial Statements and Schedule hereof are filed as part of this report.
2. Financial statements schedule
The financial statements schedule listed in the accompanying Index to Financial Statements and Schedule hereof are filed as part of this report.
3. Exhibits
See Index to Exhibits contained herein.
b. | Reports on Form 8-K |
None.
c. | Exhibits |
See Index to Exhibits contained herein
d. | Separate Financial Statements Required by Regulation S-X |
None.
20
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: March 19, 2004 |
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.
Signature |
Capacity |
Date | ||
Principal Executive Officer /s/ Michael M. Sachs Michael M. Sachs |
President, Secretary and Director of Westrec Investors, Inc., the Corporate General Partner of the Registrant | March 19, 2004 | ||
Principal Operating Officer /s/ William W. Anderson William W. Anderson |
Director of Westrec Investors, Inc., the Corporate General Partner of the Registrant. | March 19, 2004 | ||
Principal Financial and Accounting Officer /s/ Jeffrey K. Ellis Jeffrey K. Ellis |
Vice President and Chief Financial Officer of Westrec Investors, Inc., the Corporate General Partner of the Registrant | March 19, 2004 |
21
TOWER PARK MARINA INVESTORS, L.P.,
(formerly PS MARINA INVESTORS I)
a California Limited Partnership
Index to Financial Statements and Schedules
(Item 15 (a))
Page Reference | ||
F-1 | ||
F-2 | ||
Consolidated Statements of Operations for the years ended |
F-3 | |
F-4 | ||
Consolidated Statements of Cash Flows for the years |
F-5 | |
F-6 to F-17 | ||
Schedule |
||
F-18 to F-19 |
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.
22
INDEX TO EXHIBITS
Page No. 1
Exhibit No. |
Description | |
4.1 | 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). | |
4.2 | 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). | |
10.1 | 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). | |
10.2 | Purchase Agreement dated as of November 3, 1987, among Westrec Properties, Inc. and Tower Park, Inc., 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). | |
10.3 | Purchase Agreement, dated as of November 6, 1987, among Westrec Properties, Inc. and Chandlers Landing, Ltd., 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). | |
10.4 | Lease Agreement, dated as of July 6, 1988, 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). | |
10.5 | Purchase Agreement, dated as of November 27, 1989, among Westrec Properties, Inc. and Marina Developers, Inc., together with certain documents relating to the purchase of ThunderBoat Marina (filed as Exhibit 28A to the Registrants Current Report on Form 8-K filed December 28, 1989, and is incorporated herein by reference). | |
10.6.1 | Purchase Agreement dated as of June 8, 1988, among Westrec Properties, Inc. and CALMAC, Inc., together with certain documents relating to the purchase of Banyan Bay Marina (filed as Exhibit 28B to the Registrants Current Report on Form 8-K filed December 28, 1989, and is incorporated herein by reference). | |
23.1 | Consent of Vasquez & Company LLP, Independent Auditors | |
31.1 | Certification of Michael M. Sachs pursuant to Rules 13a-14 and 15d-14 under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of William W. Anderson pursuant to Rules 13a-14 and 15d-14 under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
23
INDEX TO EXHIBITS
Page No. 2
Exhibit No. |
Description | |
31.3 | Certification of Jeffrey K. Ellis pursuant to Rules 13a-14 and 15d-14 under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
24
REPORT OF INDEPENDENT AUDITORS
The Partners
Tower Park Marina Investors, L.P.,
(formerly PS Marina Investors I),
a California Limited Partnership
and Subsidiary
We have audited the accompanying consolidated balance sheets of Tower Park Marina Investors, L.P. (formerly PS Marina Investors I), a California Limited Partnership, and Subsidiary (the Partnership), as of December 31, 2003 and 2002, and the related consolidated statements of operations, changes in partners deficit, and cash flows for the years ended December 31, 2003, 2002 and 2001. Our audits also included the financial statement schedule as of December 31, 2003 listed in the accompanying index at Item 15(a). These consolidated financial statements and schedule are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tower Park Marina Investors, L.P. (formerly PS Marina Investors I), a California Limited Partnership, and Subsidiary as of December 31, 2003 and 2002, and the results of their operations and cash flows for the years ended December 31, 2003, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion the related financial statement schedule as of December 31, 2003, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth thereon.
The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note 11, the Partnerships property is not generating a satisfactory level of cash flow and cash flow projections do not indicate significant improvement in the near term. These circumstances raise substantial doubt about the Partnerships ability to recover the carrying value of its assets (notwithstanding 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.
/S/ Vasquez & Company LLP
Los Angeles, California
February 26, 2004
F-1
TOWER PARK MARINA INVESTORS, L.P
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
CONSOLIDATED BALANCE SHEETS
December 31, |
||||||||
2003 |
2002 |
|||||||
ASSETS |
||||||||
Cash |
$ | 131,000 | $ | 65,000 | ||||
Reserve fund |
37,000 | 252,000 | ||||||
Accounts receivable |
96,000 | 66,000 | ||||||
Tower Park Marina, net (Note 2) |
2,527,000 | 2,650,000 | ||||||
Water and sewer facilities, net (Note 3) |
252,000 | 90,000 | ||||||
Other assets, net (Note 4) |
243,000 | 193,000 | ||||||
$ | 3,286,000 | $ | 3,316,000 | |||||
LIABILITIES AND PARTNERS DEFICIT |
||||||||
Accounts payable and accrued expenses |
$ | 242,000 | $ | 196,000 | ||||
Interest payable |
| 15,000 | ||||||
Payable to affiliates (Note 6) |
2,903,000 | 4,551,000 | ||||||
Deferred rentals |
85,000 | 56,000 | ||||||
Notes payable (Note 5) |
4,033,000 | 1,974,000 | ||||||
7,263,000 | 6,792,000 | |||||||
Minority partners interest |
163,000 | 175,000 | ||||||
Commitments and contingencies (Note 7) |
| | ||||||
Partners deficit: |
||||||||
Limited partners deficit, $5,000 per unit, 4,508 units authorized, issued and outstanding |
(3,237,000 | ) | (2,753,000 | ) | ||||
Deferred contributions |
(76,000 | ) | (76,000 | ) | ||||
(3,313,000 | ) | (2,829,000 | ) | |||||
General partners deficit |
(827,000 | ) | (822,000 | ) | ||||
Total partners deficit |
(4,140,000 | ) | (3,651,000 | ) | ||||
$ | 3,286,000 | $ | 3,316,000 | |||||
See accompanying notes and report of independent auditors.
F-2
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2003, 2002 and 2001
2003 |
2002 |
2001 |
||||||||||
Revenues: |
||||||||||||
Slip rental |
$ | 734,000 | $ | 703,000 | $ | 696,000 | ||||||
RV parking |
837,000 | 908,000 | 899,000 | |||||||||
Retail sales |
382,000 | 418,000 | 423,000 | |||||||||
Fuel service |
249,000 | 214,000 | 243,000 | |||||||||
Water and sewer |
211,000 | 176,000 | 214,000 | |||||||||
Lease |
235,000 | 206,000 | 191,000 | |||||||||
Other income |
112,000 | 108,000 | 86,000 | |||||||||
2,760,000 | 2,733,000 | 2,752,000 | ||||||||||
Expenses: |
||||||||||||
Slip rental |
95,000 | 91,000 | 58,000 | |||||||||
RV parking |
204,000 | 155,000 | 161,000 | |||||||||
Retail sales |
362,000 | 349,000 | 358,000 | |||||||||
Fuel service |
212,000 | 181,000 | 199,000 | |||||||||
Water and sewer |
227,000 | 194,000 | 209,000 | |||||||||
Cost of operations |
1,245,000 | 1,316,000 | 1,338,000 | |||||||||
Interest expense |
497,000 | 431,000 | 499,000 | |||||||||
Depreciation and amortization |
293,000 | 270,000 | 238,000 | |||||||||
Minority partners interest |
(12,000 | ) | (12,000 | ) | 3,000 | |||||||
Management fees (Note 6) |
126,000 | 127,000 | 132,000 | |||||||||
3,249,000 | 3,102,000 | 3,195,000 | ||||||||||
Loss before discontinued operations |
(489,000 | ) | (369,000 | ) | (443,000 | ) | ||||||
Loss from discontinued operations |
| | (20,000 | ) | ||||||||
Net loss |
$ | (489,000 | ) | $ | (369,000 | ) | $ | (463,000 | ) | |||
Allocation of net loss: |
||||||||||||
Limited Partners |
$ | (484,000 | ) | $ | (365,000 | ) | $ | (458,000 | ) | |||
General Partners |
(5,000 | ) | (4,000 | ) | (5,000 | ) | ||||||
$ | (489,000 | ) | $ | (369,000 | ) | $ | (463,000 | ) | ||||
Limited Partners net loss per unit: |
||||||||||||
Loss from continuing operations |
$ | (107.36 | ) | $ | (80.97 | ) | $ | (97.16 | ) | |||
Loss from discontinued operations |
| | (4.44 | ) | ||||||||
Net loss |
$ | (107.36 | ) | $ | (80.97 | ) | $ | (101.60 | ) | |||
See accompanying notes and report of independent auditors.
F-3
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS DEFICIT
For the years ended December 31, 2003, 2002 and 2001
General Partners |
Limited Partners |
Total |
||||||||||
Balances at December 31, 2000 |
$ | (813,000 | ) | $ | (2,006,000 | ) | $ | (2,819,000 | ) | |||
Net loss |
(5,000 | ) | (458,000 | ) | (463,000 | ) | ||||||
Balances at December 31, 2001 |
(818,000 | ) | (2,464,000 | ) | (3,282,000 | ) | ||||||
Net loss |
(4,000 | ) | (365,000 | ) | (369,000 | ) | ||||||
Balances at December 31, 2002 |
(822,000 | ) | (2,829,000 | ) | (3,651,000 | ) | ||||||
Net loss |
(5,000 | ) | (484,000 | ) | (489,000 | ) | ||||||
Balances at December 31, 2003 |
$ | (827,000 | ) | $ | (3,313,000 | ) | $ | (4,140,000 | ) | |||
See accompanying notes and report of independent auditors.
F-4
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2002 and 2001
2003 |
2002 |
2001 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss |
$ | (489,000 | ) | $ | (369,000 | ) | $ | (463,000 | ) | |||
Adjustments to reconcile net loss to net cash used for operating activities: |
||||||||||||
Depreciation and amortization |
293,000 | 270,000 | 238,000 | |||||||||
Minority partners interest |
(12,000 | ) | (12,000 | ) | 3,000 | |||||||
Decrease (increase) in accounts receivable |
(30,000 | ) | 65,000 | (19,000 | ) | |||||||
Decrease (increase) in other assets |
(95,000 | ) | 43,000 | 89,000 | ||||||||
Increase (decrease) in accounts payable and accrued expenses |
46,000 | 1,000 | (26,000 | ) | ||||||||
Decrease in interest payable |
(15,000 | ) | (1,000 | ) | | |||||||
Increase (decrease) in deferred rentals |
29,000 | (80,000 | ) | 25,000 | ||||||||
Cash flow used for operating activities |
(273,000 | ) | (83,000 | ) | (153,000 | ) | ||||||
Cash flows from investing activities: |
||||||||||||
Improvements to marina facilities |
(116,000 | ) | (163,000 | ) | (271,000 | ) | ||||||
Improvements to water and sewer facilities |
(171,000 | ) | (5,000 | ) | | |||||||
Decrease (increase) in reserve fund |
215,000 | 1,000 | (20,000 | ) | ||||||||
Cash flow used for investing activities |
(72,000 | ) | (167,000 | ) | (291,000 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Borrowings on (repayments of) notes payable, net |
2,059,000 | (49,000 | ) | (33,000 | ) | |||||||
(Repayments to) advances from affiliates, net |
(1,648,000 | ) | 315,000 | 456,000 | ||||||||
Net cash provided by financing activities |
411,000 | 266,000 | 423,000 | |||||||||
Net increase (decrease) in cash |
66,000 | 16,000 | (21,000 | ) | ||||||||
Cash at the beginning of year |
65,000 | 49,000 | 70,000 | |||||||||
Cash at the end of year |
$ | 131,000 | $ | 65,000 | $ | 49,000 | ||||||
See accompanying notes and report of independent auditors.
F-5
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
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 Partnerships 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 Partners total capital contribution was deferred. The final installment was due on August 1, 1990, and $76,000 of such deferrals remain outstanding.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Tower Park Marina Investors, L.P. and its majority-owned subsidiary, Little Potato Slough Mutual Water Company, (LPSMWC). All significant inter-company transactions and balances have been eliminated in the consolidation.
Tower Park Marina Investors, L.P. was organized on January 6, 1988 and elected a December 31 year end for tax reporting and financial reporting purposes. Little Potato Slough Mutual Water Company was organized on March 8, 1982 and elected a February 28 year end for tax reporting and financial reporting purposes. The Partnership acquired a majority interest in Little Potato Slough Mutual Water Company. The Subsidiarys February 28 financial statements are consolidated with the December 31 financial statements of the Partnership since the difference in reporting periods is not more than 93 days. There are no intervening events which may materially affect the financial position or results of operations.
F-6
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
1. | Summary of Significant Accounting Policies and Partnership Matters (continued) |
Reserve Fund
The bylaws of LPSMWC require a reserve fund to be established for the replacement of its existing facilities and any expansion. This reserve is funded by monthly water and sewer charges assessed to all the shareholders. At December 31, 2003 and 2002 the reserve fund balance was $37,000 and $252,000, respectively.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Revenue Recognition
Revenue from slip rentals and RV parking are recognized over the length of the contract term. Restaurant, retail and fuel service revenues are recognized at point of sale.
Net Realizable Value Reserve
As of December 31, 2003 the Partnership owns Tower Park Marina. 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 net realizable value. No addition to this reserve has been considered necessary since the Partnership has determined that, based on current cash flows, estimated future cash flows will be sufficient to recover the carrying value of the marina. The reserve represents an aggregate cost adjustment to individual assets and no restoration of this previously recognized reserve is permitted.
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
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
1. | Summary of Significant Accounting Policies and Partnership Matters (continued) |
Cash Distributions
The General Partners interest in Cash Flow from Operations (as defined) and Cash from Sales or Refinancings (as defined) is 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 a net realizable value reserve. Provision for depreciation and amortization is calculated using the straight-line method. 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. The difference between the tax basis and the reported amounts of the Partnerships assets and liabilities is attributable to the net realizable value reserve of $2,193,000 and accumulated depreciation of $1,080,000.
F-8
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
1. | Summary of Significant Accounting Policies and Partnership Matters (continued) |
New Accounting Pronouncements
FASB issued on June 2001, SFAS No. 143, Accounting for Asset Retirement Obligations. This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. SFAS 143 did not affect the Partnerships financial statements.
FASB issued on August 2001, SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This Statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2001. This Statement requires the Partnership to test its marina facilities for recoverability because of current period operating or cash flow loss combined with a history of operating or cash flow losses. An impairment loss shall be recognized if the carrying amount is greater than the sum of undiscounted cash flows expected to result from the use and eventual disposition of its marina facilities. The Partnership reduced the carrying value of its marina facilities to its net realizable value in 1995 in accordance with SFAS 121. This Statement did not affect the Partnerships financial statements.
FASB issued on April 2002, SFAS No. 145, Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements. The provisions of this Statement related to the rescission of Statement 4 shall be applied in fiscal years beginning after May 15, 2002. The extinguishment of debt in Item 6 Selected Financial Data in the 1999 column will no longer be captioned as an extraordinary item.
FASB issued on June 2002, SFAS No 146, Accounting for Costs Associated with Exit or Disposal Activities. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement did not affect the Partnerships financial statements.
FASB issued on May 2003, SFAS 150, Accounting for Certain Financial Instruments with characteristics of both liabilities and equity. This Statement did not affect the Partnerships financial statements.
F-9
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
2. | Tower Park Marina |
Tower Park Marina, located in the Sacramento San Joaquin Delta near Sacramento, California, 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 $10,000 and $13,000 for the year ended December 31, 2003 and 2002, respectively. At December 31, Tower Park Marina is composed of the following:
2003 |
2002 |
|||||||
Land |
$ | 1,040,000 | $ | 1,040,000 | ||||
Buildings |
2,335,000 | 2,306,000 | ||||||
Improvements |
2,267,000 | 2,245,000 | ||||||
Floating docks |
3,190,000 | 3,156,000 | ||||||
Furniture, fixtures and equipment |
1,417,000 | 1,386,000 | ||||||
Leasehold interest |
941,000 | 941,000 | ||||||
11,190,000 | 11,074,000 | |||||||
Less accumulated depreciation and amortization |
(6,470,000 | ) | (6,231,000 | ) | ||||
4,720,000 | 4,843,000 | |||||||
Net realizable value reserve |
(2,193,000 | ) | (2,193,000 | ) | ||||
$ | 2,527,000 | $ | 2,650,000 | |||||
3. | Water and Sewer Facilities |
Water and sewer facilities at December 31, is composed of the following:
2003 |
2002 |
|||||||
Water and sewer equipment |
$ | 343,000 | $ | 172,000 | ||||
Less accumulated depreciation |
(91,000 | ) | (82,000 | ) | ||||
$ | 252,000 | $ | 90,000 | |||||
F-10
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
4. | Other Assets |
Other assets at December 31, is composed of the following:
2003 |
2002 |
|||||||
Inventory |
$ | 78,000 | $ | 102,000 | ||||
Capitalized financing costs |
120,000 | 161,000 | ||||||
Other |
48,000 | 40,000 | ||||||
246,000 | 303,000 | |||||||
Accumulated amortization |
(3,000 | ) | (110,000 | ) | ||||
$ | 243,000 | $ | 193,000 | |||||
Capitalized financing costs of $161,000 were incurred during 1999 in connection with the refinancing of Tower Park Marina. These costs are amortized over the loan term, five years. Capitalized financing costs as of December 31, 2003 consist of $120,000 in costs incurred in obtaining the new financing of the marina. These costs are being amortized over the 10 year term of the new note. Unamortized financing costs totaling $24,000 related to the old loan were written off in September 2003 and are included in depreciation and amortization.
Inventory is stated at the lower of cost (average cost method) or market (replacement or net realizable value).
5. | Notes Payable |
Notes payable at December 31, include the following:
2003 |
2002 | |||||
Note payable dated August 21, 2003 collateralized by a deed of trust on Tower Park Marina |
$ | 3,968,000 | $ | | ||
Former note payable collateralized by a deed of trust on Tower Park Marina |
| 1,962,000 | ||||
Other |
65,000 | 12,000 | ||||
$ | 4,033,000 | $ | 1,974,000 | |||
F-11
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
5. | Notes Payable (continued) |
At December 31, 2003 future principal payments are as follows:
Year |
|||
2004 |
$ | 112,000 | |
2005 |
120,000 | ||
2006 |
125,000 | ||
2007 |
131,000 | ||
2008 |
140,000 | ||
Thereafter |
3,405,000 | ||
$ | 4,033,000 | ||
The note payable dated August 21, 2003 was for an initial amount of $4,000,000. This note bears interest at 6.625% per annum, with monthly principal and interest payments of $30,118, and matures on September 1, 2013. The holder of the note has the one time right, on September 1, 2008, to adjust the interest rate to the then current index rate plus 3.5%.
The former note payable was for an initial amount of $2,000,000, with an additional $500,000 available to make improvements to the property. The loan accrued interest at 9.34% and required monthly principal and interest payments of $20,000. The loan was repaid on August 21, 2003.
Interest paid on these notes for the year ended December 31, 2003, 2002, and 2001 was $313,000, $188,000, and $193,000, respectively.
6. | 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, 2003, 2002 and 2001 were $126,000, $127,000 and $132,000, 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% (5.00% at December 31, 2003). Total interest accrued to Westrec for the year ended December 31, 2003, 2002, and 2001 was $199,000, $243,000 and $306,000, respectively.
F-12
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
6. | Related Party Transactions (continued) |
In connection with their services in negotiating and obtaining permanent financing from an unaffiliated lender, the General Partners or their affiliates are entitled to receive an amount equal to 1% of the principal amount of the financing or refinancing, less any fees paid to other loan brokers. No loan brokerage fees were paid to the General Partners or their affiliates for the year ended December 31, 2003.
7. | Commitments and Contingencies |
The operations at Tower Park Marina are influenced by factors that affect the boating industry both locally and nationally, with activity at Tower Park Marina increasing seasonally during the period April through October of each year.
In November 1991, contamination was discovered in the area surrounding a fuel storage tank at Tower Park Marina. The Partnership has been required to perform quarterly groundwater sampling and monitoring. In March 2003, it was determined that the site had been sufficiently remediated and that no further monitoring was required. The monitoring wells have been abandoned and sealed and the Partnership received a final closure letter in December 2003. To date the Partnership has incurred $118,000 in monitoring fees. Included in cost of operations for the year ended December 31, 2003 is $11,000 of monitoring fees.
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). Effective January 1, 1999 the CSLC Lease was extended until December 31, 2023. The CSLC Lease provides for an annual rent based on gross receipts, with a minimum annual rent of $40,000, payable in advance in quarterly installments of $10,000. Rent expense associated with the CSLC Lease is included in cost of operations and was $40,000 for each of the years ended December 31, 2003, 2002 and 2001.
Future minimum lease payments under this lease are as follows:
Year |
|||
2004 |
$ | 40,000 | |
2005 |
40,000 | ||
2006 |
40,000 | ||
2007 |
40,000 | ||
2008 |
40,000 | ||
Thereafter |
604,000 | ||
$ | 804,000 | ||
F-13
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
8. | Segment Reporting |
The Partnership has been aggregated into four reportable business segments, (Slip rental, RV parking, Retail sales, and Fuel services): Slip rental comprise the wet boat slip rentals and dry boat storage operations at the marina. RV parking represents both long term and transient recreational vehicle parking at the campgrounds adjacent to the marina. Retail sales segment consists of the operations of the retail boat supply and sundries store at the marina. The Fuel service segment reports the operations of the fuel dock at the marina.
The accounting policies of the reportable segments are the same as those described in summary of significant accounting policies. The Partnership evaluates the performance of its operating segments based on income from operations before depreciation and amortization.
Summarized financial information concerning the Partnerships reportable segments is shown in the following table. The other line item includes results of insignificant operations and as it relates to segment profit (loss), income and expenses not allocated to reportable segments.
14
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
8. Segment Reporting (continued)
Segment Information (in 000s) |
2003 |
2002 |
2001 |
|||||||||
Revenues |
||||||||||||
Slip Rental |
$ | 734 | $ | 703 | $ | 696 | ||||||
RV Parking |
837 | 908 | 899 | |||||||||
Retail Sales |
382 | 418 | 423 | |||||||||
Fuel Service |
249 | 214 | 243 | |||||||||
Other |
558 | 490 | 491 | |||||||||
Total Consolidated Revenues |
2,760 | 2,733 | 2,752 | |||||||||
Depreciation |
||||||||||||
Slip Rental |
66 | 60 | 52 | |||||||||
RV Parking |
18 | 18 | 18 | |||||||||
Retail Sales |
| | | |||||||||
Fuel Service |
| | | |||||||||
Unallocated amount (2) |
209 | 192 | 168 | |||||||||
Total Consolidated Depreciation |
293 | 270 | 238 | |||||||||
Profit (Loss) |
||||||||||||
Slip Rental |
573 | 552 | 586 | |||||||||
RV Parking |
615 | 735 | 720 | |||||||||
Retail Sales |
20 | 69 | 65 | |||||||||
Fuel Service |
37 | 33 | 44 | |||||||||
Other (1) |
(1,734 | ) | (1,758 | ) | (1,858 | ) | ||||||
Total Loss Before Discontinued Operations |
$ | (489 | ) | $ | (369 | ) | $ | (443 | ) | |||
Assets |
||||||||||||
Slip Rental |
$ | 228 | $ | 259 | $ | 271 | ||||||
RV Parking |
229 | 235 | 251 | |||||||||
Retail Sales |
107 | 91 | 59 | |||||||||
Fuel Service |
24 | 24 | 17 | |||||||||
Unallocated amount (2) |
2,698 | 2,707 | 2,913 | |||||||||
Total Consolidated Assets |
$ | 3,286 | $ | 3,316 | $ | 3,511 | ||||||
(1) | These items are not provided to management on a segment basis and are not used by management to measure segment profit or loss. These include general and administrative expenses. |
(2) | Information about assets is not included in the measure of segment profit or loss that is reviewed by management. However, certain information is provided to management and is thus provided here. |
F-15
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
9. Discontinued Operations
The Partnership discontinued the restaurant operations and boat service effective January 1, 2001. The Partnership still owns the assets of the restaurant operations and boat service. Concessionaires are now operating the restaurant and boat service under operating leases, including the assets of the restaurant operations and boat service.
2001 |
||||
Restaurant |
||||
Revenue |
$ | 3,000 | ||
Expenses |
7,000 | |||
Loss |
$ | (4,000 | ) | |
Boat Service |
||||
Revenue |
$ | 46,000 | ||
Expenses |
62,000 | |||
Loss |
$ | (16,000 | ) | |
Discontinued Operations, total |
||||
Revenue |
$ | 49,000 | ||
Expenses |
69,000 | |||
Loss |
$ | (20,000 | ) | |
10. Fair Value of Financial Instruments
Based on the borrowing rates currently available to the Partnership for loans from affiliates and bank loans with similar terms and maturities, the fair value of payable to affiliates and notes payable to the bank approximates the carrying amount.
F-16
TOWER PARK MARINA INVESTORS, L.P.
(formerly PS MARINA INVESTORS I)
a California Limited Partnership and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
11. Going Concern
The Partnerships 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 Partnerships 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 Partnerships ability to continue to operate through 2004 and beyond is contingent on, among other factors, the improvement in Tower Park Marina operations and continued advances from the General Partners. Managements plans include the expenditure of approximately $400,000 (unaudited) in additional repairs and capital improvements during 2004, which management believes will continue to improve the operations of the property. 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-17
TOWER PARK MARINA INVESTORS LP
a California Limited Partnership
SCHEDULE III - REAL ESTATE
AND ACCUMULATED DEPRECIATION
Date Acquired |
Description |
Encumbrances |
Initial Cost |
Cost Subsequent to |
Gross Carrying Amount at December 31, 2003 | ||||||||||||||||||||||
Land |
Buildings & Improvements |
Buildings & Improvements |
Land |
Buildings & Improvements |
Total |
Accumulated Depreciation | |||||||||||||||||||||
02/88 | Tower Park |
$ | 3,968,000 | $ | 1,040,000 | $ | 6,213,000 | $ | 3,937,000 | $ | 1,040,000 | $ | 10,150,000 | $ | 11,190,000 | $ | 6,470,000 | ||||||||||
Net Realizable Value Reserve |
(2,193,000 | ) | 0 | ||||||||||||||||||||||||
$ | 3,968,000 | $ | 1,040,000 | $ | 6,213,000 | $ | 3,937,000 | $ | 1,040,000 | $ | 10,150,000 | $ | 8,997,000 | $ | 6,470,000 | ||||||||||||
F-18
TOWER PARK MARINA INVESTORS LP
a California Limited Partnership
SCHEDULE III - REAL ESTATE AND
ACCUMULATED DEPRECIATION ( continued )
REAL ESTATE RECONCILIATION
Year Ended December 31, | |||||||||
2003 |
2002 |
2001 | |||||||
Balance at beginning of the year |
$ | 8,881,000 | $ | 8,718,000 | $ | 8,450,000 | |||
Contruction in progress and improvements to facilities during the year |
116,000 | 163,000 | 268,000 | ||||||
Acquisitions during the year |
|||||||||
Deductions during the year |
|||||||||
Balance at the end of the year |
$ | 8,997,000 | $ | 8,881,000 | $ | 8,718,000 | |||
ACCUMULATED DEPRECIATION RECONCILIATION
Year Ended December 31, | |||||||||
2003 |
2002 |
2001 | |||||||
Balance at beginning of the year |
$ | 6,231,000 | $ | 6,007,000 | $ | 5,808,000 | |||
Additions during the year: |
|||||||||
Depreciation |
239,000 | 224,000 | 199,000 | ||||||
Deductions during the year |
|||||||||
Balance at the end of the year |
$ | 6,470,000 | $ | 6,231,000 | $ | 6,007,000 | |||
The aggregate cost for Federal income tax purposes is $ 11,190,000.
F-19