Back to GetFilings.com



Table of Contents

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)

 

Registrant’s 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 Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

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 registrant’s most recently completed fiscal quarter. N/A

 

DOCUMENTS INCORPORATED BY REFERENCE

 

See Index to Exhibits contained herein.

 



Table of Contents

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 management’s 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.

 

Registrant’s 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 Registrant’s 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 Registrant’s properties for monthly fees generally equal to 6% of gross

 

2


Table of Contents

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 Registrant’s income is derived from the rental of wet and/or dry boat storage facilities and related facilities such as R.V. facilities and boat trailer storage facilities, and from the receipt of rental payments under leases or subleases.

 

Registrant’s principal investment objectives are to (1) preserve and protect Registrant’s invested capital; (2) provide cash distributions from property operations; (3) maximize the potential for appreciation in value of Registrant’s property; and (4) build up equity through the reduction of the mortgage loan on Registrant’s property.

 

The General Partners or an affiliate supervise the construction of improvements to Registrant’s 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. Registrant’s property may encounter competition from other marinas which are located near it, and no assurance can be given that additional competing marinas will not be developed in the vicinity of the property. Affiliates of the General Partners operate a marina in the vicinity of Registrant’s marina, and the General Partners or their affiliates may organize future partnerships or other entities to own and operate marinas which may compete with Registrant’s property. The General Partners and their affiliates, including in particular WMMI, may also manage marinas owned by unaffiliated third parties which may compete with Registrant’s property.

 

3


Table of Contents

A portion of the Registrant’s Tower Park Marina is operated under a lease (the “CSLC Lease”) with the California State Lands Commission (“CSLC”). Registrant’s 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.

 

4


Table of Contents

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 Registrant’s 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

 

5


Table of Contents

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 Registrant’s Common Equity and Related Stockholder Matters.

 

Registrant has no common stock.

 

The Units are not listed on any national securities exchange or quoted on the NASDAQ System, and there is no established public trading market for the Units. Secondary sales activity for the Units has been limited and sporadic. The General Partners monitor transfers of the Units because the admission of the transferee as a substitute limited partner requires the consent of the General Partners under the Partnership Agreement. However, the General Partners do not monitor or regularly receive or maintain information regarding the prices at which secondary sales transactions in the Units have been effectuated. Various organizations offer to purchase and sell limited partnership interests (including

 

6


Table of Contents

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 Registrant’s Partnership Agreement, is the total cash receipts of the Registrant from the operations of the Registrant’s business, which includes, but is not limited to, cash receipts from the rental of the Registrant’s properties, and which excludes Cash from Sales or Refinancing, less: (i) all operating expenses other than non-cash expenses such as depreciation and amortization; (ii) all principal and interest payments on any loans or advances; (iii) any sums expended for capital improvements or replacements (excluding amounts paid from funds provided by capital contributions); and (iv) a cash reserve for working capital or other purposes, the amount of which shall be determined by the General Partners. Cash from Sales or Refinancing, as defined in the Partnership Agreement, is the net proceeds to Registrant from all sales, exchanges and refinancing of Registrant’s properties, less payment of indebtedness relating to such properties and adequate cash reserves from such net proceeds for other obligations of Registrant for which there is no provision; however, Cash from Sales or Refinancing does not include any proceeds reinvested in properties.

 

As a result of Registrant’s continued operating deficits, distributions have been suspended since June 30, 1991. See Items 6 and 7 for a more detailed discussion of the Registrant’s operating results.

 

7


Table of Contents

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 “Management’s 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.

 

8


Table of Contents

ITEM 7. Management’s 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 Registrant’s 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 Partnership’s 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 Partnership’s decision to discontinue the restaurant and boat service operations.

 

Results of Operations

 

Historically, the Partnership’s 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.

 

9


Table of Contents

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 Park’s 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 Marina’s 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

 

10


Table of Contents

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 Park’s 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 Marina’s 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).

 

11


Table of Contents

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 Park’s 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 Registrant’s 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.

 

Registrant’s 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.

 

12


Table of Contents

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 Registrant’s 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 Registrant’s 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. Registrant’s Corporate General Partner has evaluated the effectiveness of Registrant’s 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

 

13


Table of Contents
 

Form 10-K (the “Evaluation Date”). Based on such evaluation, the Corporate General Partner concluded that, as of the Evaluation Date, the Registrant’s 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 Registrant’s 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 Registrant’s internal control over financial reporting have come to the attention of the Corporate General Partner during Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Registrant’s internal control over financial reporting.

 

PART III

 

ITEM 10. Directors and Executive Officers of Registrant.

 

Registrant has no directors or executive officers.

 

Registrant’s General Partners are Westrec Investors, Inc. (formerly “PS Marina Investors, Inc.”) and 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. Registrant’s properties are managed and operated by Westrec Marina Management, Inc. (“WMMI”), a wholly-owned subsidiary of Westrec Financial.

 

The names and ages of all directors and executive officers of the Corporate General Partner, and the executive officer of WMMI who 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.

 

14


Table of Contents

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 Registrant’s Partnership Agreement, a copy of which is included in Registrant’s prospectus included in SEC Registration No. 33-21021, each of the General Partners continues to serve until (i) death, insanity, insolvency, 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.

 

15


Table of Contents

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 Registrant’s General Partners, and the directors and executive officers of the Corporate General Partner, and persons who own more than ten percent of the Registrant’s Units, to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Units.

 

To the Registrant’s 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.

 

16


Table of Contents
    

Number of Limited
Partnership Units

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. WMMI’s 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 Registrant’s Partnership Agreement, a copy of which is included in Registrant’s prospectus included in SEC Registration Statement No. 33-21021. Those articles provide, in substance, that the limited partners shall have the right, by majority vote, to remove a general partner and that a general partner may designate a successor with the consent of the other general partner and a majority of the limited partners.

 

17


Table of Contents

ITEM 13. Certain Relationships and Related Transactions.

 

The Registrant’s 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 Registrant’s 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


Table of Contents

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 WMMI’s executive officers expend on project management and WMMI’s overhead costs such as its expenses for rent, utilities and servicing of Registrant’s accounts payable. During 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 Registrant’s Federal and State tax returns and limited partner K-1’s.

(3) All Other Fees

All other fees were billed for the following services: Not applicable.

 

19


Table of Contents

Pre-Approval Policy

 

The Registrant’s 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


Table of Contents

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


Table of Contents

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


Report of Vasquez & Company LLP, Independent Auditors

   F-1

Consolidated Balance Sheets at December 31, 2003 and 2002

   F-2

Consolidated Statements of Operations for the years ended
December 31, 2003, 2002 and 2001

   F-3

Consolidated Statements of Changes in Partners’ Deficit for the years
ended December 31, 2003, 2002 and 2001

   F-4

Consolidated Statements of Cash Flows for the years
ended December 31, 2003, 2002 and 2001

   F-5

Notes to Consolidated Financial Statements

   F-6 to F-17

Schedule

    

III - Real Estate and Accumulated Depreciation

   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


Table of Contents

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 Registrant’s 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 Registrant’s 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


Table of Contents

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


Table of Contents

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 Partnership’s 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 Partnership’s property is not generating a satisfactory level of cash flow and cash flow projections do not indicate significant improvement in the near term. These circumstances raise substantial doubt about the Partnership’s 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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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 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.

 

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 Subsidiary’s 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


Table of Contents

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


Table of Contents

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 Partnership’s assets and liabilities is attributable to the net realizable value reserve of $2,193,000 and accumulated depreciation of $1,080,000.

 

F-8


Table of Contents

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 Partnership’s 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 Partnership’s 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 Partnership’s 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 Partnership’s financial statements.

 

F-9


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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 Partnership’s 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


Table of Contents

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 000’s)


   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


Table of Contents

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


Table of Contents

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 Partnership’s marina is not generating satisfactory levels of cash flows and cash flow projections do not indicate significant improvement in the near term. These matters raise substantial doubt about the Partnership’s ability to recover the carrying value of its assets, (not withstanding the write-down of the marina facility to its net realizable value) and to continue as a going concern. The Partnership’s 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. Management’s 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


Table of Contents

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


Table of Contents

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