10-K 1 d10k.htm FORM 10-K Form 10-K

 

 

UNITED STATES

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, 2008

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

(Name of Registrant 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 under Section 12(b) of the Exchange Act:

NONE

Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interest

(Title of Class)

 

 

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes  ¨    No  x

Indicate by check mark whether Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes  ¨     No  x

Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will 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

 

Large accelerated filer   ¨     Accelerated filer   ¨
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)   Smaller reporting company:   x

Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

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 a specified date within the last 60 days. N/A

Documents Incorporated by Reference

None.

 

 

 

PART I

 

ITEM 1. Description of Business

Forward Looking Statements

This annual report on Form 10-K includes certain “forward-looking statements”. These statements are usually identified by the use of words such as “believe”, “will”, “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “should”, “could”, or similar expressions. These statements are based on management’s current expectations and assumptions and are subject to uncertainty and changes in circumstances. Although we believe that the assumptions underlying the forward looking statements contained in this report are reasonable, actual results may differ materially from these expectations due to changes in global, economic, business, competitive, market and regulatory factors. We undertake 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 (the “Partnership”), is a publicly held limited partnership organized on January 6, 1988 under the California Revised Limited Partnership Act. Commencing August 4, 1988, 12,000 units (including options) of limited partnership interest (the “Units”) were offered 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.

The general partners of the Partnership (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. Our limited partners have no right to participate in the management or conduct of the Partnership’s business and affairs.

The term of our Partnership Agreement is until the property has been sold and, in any event, not later than December 31, 2038.

 

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A management agreement has been entered into with Westrec Marina Management, Inc. (“WMMI”), a California corporation and a wholly-owned subsidiary of Westrec Financial, whereby WMMI has agreed to manage our property for monthly fees generally equal to 6% of gross revenues from the operation of Tower Park Marina. The management agreement is cancelable on 60 days’ notice by either party, with or without cause. WMMI also manages marina properties for other entities affiliated with the General Partners and for unaffiliated third parties.

The Partnership 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 our income is derived from the rental of wet and/or dry boat storage facilities and related facilities, such as boat trailer storage facilities.

Our principal investment objectives are to (1) preserve and protect invested capital; (2) provide cash distributions from property operations; and (3) maximize the potential for appreciation in value of the property.

The General Partner or an affiliate supervises the construction of improvements to the property.

As of December 31, 2008 and 2007, the Partnership leased one property, known as Tower Park Marina. Reference is made to Item 2 for additional information about this property.

Competition

We compete in the operation of this property with other entities, some of which may have greater resources than we do. 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. Our 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

 

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General Partners operate a marina in the vicinity of our marina, and the General Partners or their affiliates may organize future partnerships or other entities to own and operate marinas which may compete with our property. The General Partners and their affiliates, including in particular WMMI, may also manage marinas owned by unaffiliated third parties which may compete with our property.

Governmental Approvals

A portion of Tower Park Marina is operated under a lease (the “CSLC Lease”) with the California State Lands Commission (“CSLC”). Our assignment or sublease of its rights under this agreement required the consent of the CSLC. Effective January 1, 1999 the CSLC Lease was extended until December 31, 2023. In connection with the March 27, 2007 sale of Tower Park Marina to KOA, the Registrant also sold its leasehold interest in the lease between the California State Land Commission (as landlord) and the Registrant (as tenant), dated as of January 14, 1999. Pursuant to the new lease with KOA, the Partnership is required to make payments of approximately $40,000 to KOA to satisfy their obligation under the CSLC lease.

Governmental Regulations and Compliance with Environmental Laws

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 of our licensees or subtenants are also required to comply with such regulations.

We 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. We 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. We 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

 

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loading of gasoline into boats 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, we will be required to comply with federal, state and local laws relating to “hazardous waste” clean-up and we 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, we would be able to seek reimbursement from such other parties in connection with our payment of any expenses to comply with such regulations.

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.

Seasonal Aspects of Our Business

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.

Personnel

There are 8 persons who render service on our behalf on a full-time basis, and 4 persons who render services on a part-time basis. These persons include managers, assistant managers, area managers, accounting, administrative and clerical personnel, construction, and dock 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.

 

ITEM 1A. Risk Factors

In addition to the other information in this Form 10-K, the following factors should be considered in evaluating our partnership and our business.

 

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WMMI has significant influence over the Partnership.

At December 31, 2008, Westrec Marina Management, Inc. (“WMMI”), a subsidiary of the General Partner, owned 32.3% of the outstanding limited partnership units. Consequently, WMMI has the ability to significantly influence all matters submitted to a vote of our Limited Partners, dissolving and approving other extraordinary transactions such as mergers, and all matters requiring the consent of the Limited Partners. WMMI’s interest in such matters may differ from other Limited Partners. In addition, WMMI’s ownership may make it more difficult for another party to take over our Partnership without WMMI’s approval. However, as an affiliate of the general partner of the Partnership, WMMI is required to protect the interests of the Limited Partners.

Real estate risks associated with the Partnership’s lease and operation of Tower Park:

 

  •  

the national, state and local economic climate and real estate conditions, such as oversupply of or reduced demand for space and changes in market rental rates;

 

  •  

how prospective customers perceive the attractiveness, convenience and safety of our property;

 

  •  

our ability to provide adequate management, maintenance and insurance;

 

  •  

our ability to collect rent from customers on a timely basis;

 

  •  

the expense of periodically renovating, repairing and re-leasing slips;

 

  •  

environmental issues;

 

  •  

compliance with the Americans with Disabilities Act and other federal, state, and local laws and regulations;

 

  •  

increasing operating costs, including real estate taxes, insurance and utilities, if these increased costs cannot be passed through to customers;

 

  •  

changes in tax, real estate and zoning laws;

 

  •  

competition from new marina properties in our market;

 

  •  

customer defaults and bankruptcies;

Certain significant costs, such as, real estate taxes, insurance and maintenance, generally are not reduced even when a property’s rental income is reduced. In addition, environmental and tax laws, interest rate levels, the availability of financing and other factors may affect real estate values and property income.

 

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We may encounter significant delays and expense in re-leasing vacant slips, or we may not be able to re-lease space at existing rates, in each case resulting in the loss of income

Customer defaults and bankruptcies may reduce our cash flow: We may have difficulty in collecting from customers in default, particularly if they declare bankruptcy. This could affect our cash flow.

We may be adversely affected if casualties to Tower Park Marina are not covered by insurance: We carry insurance on the property that we believe is comparable to the insurance carried by other operators for similar properties. However, we could suffer from uninsured losses or losses in excess of policy limits for such occurrences such as earthquakes that adversely affect us or even result in loss of the property.

We may be adversely affected by changes in laws: Increases in income and service taxes may reduce our cash flow. Tower Park Marina is also subject to various federal, state and local regulatory requirements, such as state and local fire and safety codes. If we fail to comply with these requirements, governmental authorities could fine us or courts could award damages against us. We believe Tower Park Marina is in compliance with all current significant legal requirements.

We may incur significant environmental remediation costs: Under various federal, state and local environmental laws, an operator of real estate may have to clean spills or other releases of hazardous or toxic substances on or from a property. Certain environmental laws impose liability whether or not the operator knew of, or was responsible for, the presence of the hazardous or toxic substances. In some cases, liability may exceed the value of the property. The presence of toxic substances, or the failure to properly remedy any resulting contamination, may make it more difficult for the Partnership to operate the marina. We believe Tower Park Marina complies with all significant environmental laws; however, future environmental laws may impose additional material liabilities on us.

We depend on key personnel.

We depend on our key personnel, including William W. Anderson, our President and Jeffrey K. Ellis, Chief Financial Officer. The loss of Mr. Anderson, Mr. Ellis or other key personnel could adversely affect our operations. We maintain no key person insurance on our key personnel.

 

6

Terrorist attacks and the possibility of wider armed conflict may have an adverse impact on our business and operating results and could decrease the value of our assets.

Terrorist attacks and other acts of violence or war, such as those that took place on September 11, 2001, could have a material adverse impact on our business and operating results. There can be no assurance that there will not be further terrorist attacks against the United States or its businesses or interests. Attacks or armed conflicts that directly impact our property could significantly affect our ability to operate this property and thereby impair our operating results. Further, we may not have insurance coverage for all losses caused by a terrorist attack. Such insurance may not be available, or if it is available and we decide to obtain such terrorist coverage, the cost for the insurance may be significant in relation to the overall risk. In addition, the adverse effects that such violent acts and threats of future attacks could have on the U.S. economy could similarly have a material adverse effect on our business and results of operations. Finally, further terrorist acts could cause the United States to enter into a wider armed conflict, which could further impact our business and operating results.

 

ITEM 2. Description of Property.

As of December 31, 2008, the Partnership leased Tower Park Marina, which is located in San Joaquin County, California. The property was acquired on February 1, 1988. The portion of property leased and operated as Tower Park Marina is situated on 12 acres, which are leased from the CSLC. Tower Park Marina consist of the following: (a) 210 covered slips contained in 17 covered sheds; (b) 92 open slips; (c) a gas dock facility; (d) two covered dry boat storage areas with capacity for approximately 58 boats; and (e) additional dry storage areas with capacity for approximately 88 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.

On March 27, 2007, the Partnership completed the sale of substantially all of the assets of Tower Park Marina and RV Park to Kampgrounds of America (“KOA”) for $13,500,000 in cash. The assets sold included the land and improvements known as Tower Park Marina, the Registrant’s 51% interest in the Little Potato Slough Mutual Water Company, the Registrant’s leasehold interest in the lease between the California State Land Commission (as landlord) and the Registrant (as tenant), dated as of January 14, 1999, approximately 100 acres of undeveloped land, and certain personal property associated with the foregoing.

 

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In connection with the sale, the existing lease agreement between KOA and the Partnership, under which the Partnership had leased the RV Park and retail store at Tower Park Marina to KOA, was terminated. Pursuant to a new lease, KOA leased back to the Partnership the marina facilities and dry storage buildings that make up a portion of the property that was sold. As of March 22, 2009, the permanent wet slip facilities (consisting of 210 slips) were approximately 89.5% 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, 2008, rent expense for the CSLC Lease was $44,000.

 

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, Related Stockholder Matters, and Smaller reporting company Purchases of Equity Securities.

The Partnership has no common stock.

The Units of Limited Partnership Interests (“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 a transferee as a substitute limited partner requires the consent of the General Partners under the Partnership Agreement. However, the General Partners do not monitor or regularly receive or maintain information regarding the prices at which secondary sales transactions in the Units have been effectuated. Various organizations offer to purchase and sell limited partnership interests (including securities of the type such as the Units) in secondary sales transactions. Various publications such as Investment Advisor summarize and report information (on a monthly, bi-monthly or less frequent basis) regarding secondary sales transactions in certain limited partnership interests, including the prices at which such secondary sales transactions are effected.

 

8

As of December 31, 2008, WMMI had acquired 1454 Units in the Partnership, representing 32.25% of the outstanding units at an average price of $230 per unit.

Exclusive of the General Partners’ interests in Partnership, as of December 31, 2008, there were approximately 716 Unit holders of record.

If applicable, the Partnership 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 Partnership Agreement, is the total cash receipts from the operations of the Partnership’s business, which includes, but is not limited to, cash receipts from the rental of the 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 the Partnership from all sales, exchanges and refinancing of the Partnership’s properties, less payment of indebtedness relating to such properties and adequate cash reserves from such net proceeds for other obligations of the Partnership for which there is no provision; however, Cash from Sales or Refinancing does not include any proceeds reinvested in properties.

See Items 6 and 7 for a more detailed discussion of the Partnership’s operating results. In April of 2007, the Partnership made a distribution of $3,642,000 to its partners.

 

ITEM 6. Selected Financial data

A smaller reporting company is not required to provide the information in this Item.

 

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Tower Park Marina was purchased in February 1988 and as of March 27, 2007, (date of sale of property to Kampgrounds of America, (“KOA”) see “Results of Operations” below) $11,662,000 in capital costs had been incurred as part of its acquisition and subsequent improvement.

The operations of our 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 ongoing business in the slip rental, dry storage, and fuel sales segments.

Critical Accounting Policies

The application of accounting principles requires the use of assumptions, estimates and judgments which are the responsibility of management. Management makes estimates and judgments based on, among other things, knowledge of operations, markets, historical trends and likely future changes, similarly situated businesses and, when appropriate, the opinions of advisors with relevant knowledge and experience. The Partnership has identified one critical accounting estimate used in the financial statements, the allowance for accounts receivable. This estimate primarily affects the slip rental and dry storage segments. The fuel service segment revenues are primarily generated from cash and credit card point-of-sale transactions, and subsequently do not have collectability issues. Reported results could have been materially different had the Partnership used a different set of assumptions, estimates and/or judgments.

Accounts receivable allowance: The Partnership uses the allowance method to reserve for its estimate of uncollectible receivables. A percentage of the accounts receivable with balances past due over 60 days are estimated to eventually prove uncollectible. Consequently, the amount estimated is charged to bad debts each month and a credit is made to an allowance for doubtful accounts. In addition to a general reserve estimate, any accounts identified as problematic—including accounts in bankruptcy or placed for collection are added to the allowance amount. When specific accounts are written off, they are charged to the allowance account. Management reviews the allowance each quarter and at year end, and evaluates any accounts over 60 days past due. Factors such as subsequent payments and value of boats occupying the slips are considered when determining collectability. If, in the judgment of management, it is “not likely” that the account is collectible, the allowance will be increased, thereby reducing income from these segments. For these reasons and since changes in estimates can materially affect net profits, management believes the accounting estimate related to accounts receivable allowances is a “critical accounting estimate.”

 

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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. On March 27, 2007, the Partnership completed the sale of substantially all the assets of Tower Park Marina and RV Park to Kampgrounds of America (“KOA”) for $13,500,000 in cash. Net cash received was reduced to $13,459,000 due to property taxes and closing costs borne by the Partnership amounting to $41,000. The assets sold included the land and improvements known as Tower Park Marina, the Partnership’s 51% interest in the Little Potato Slough Mutual Water Company, the Partnership’s leasehold interest in the lease between the California State Land Commission (as landlord) and the Partnership (as tenant), dated as of January 14, 1999, approximately 100 acres of undeveloped land, and certain personal property associated with the foregoing. The gain was further reduced by $416,000 of maintenance repairs identified by KOA. The Partnership will make these repairs over the next several years.

The Partnership recognized a gain of $8,117,000 and deferred gain of $2,152,000 from the sale.

The proceeds from the sale were used to repay the Partnership’s note payable and the payable to affiliates. In April of 2007, the Partnership made a distribution of $3,642,000 to its partners.

In connection with the sale, the existing lease agreement between KOA and the Partnership, under which the Partnership had leased the RV Park and retail store at Tower Park Marina to KOA, was terminated. Pursuant to a new lease agreement, KOA leased back to the Partnership the marina facilities and dry storage buildings that make up a portion of the property that was sold. The lease has a ten-year term with three five year options. Basic rent will be $25,000 per month for the first five years.

2008 Compared to 2007

For the year ended December 31, 2008, gross revenue from continuing operations for Tower Park decreased $14,000 to $1,252,000. This was the result of a decrease in fuel service and interest revenue, partially offset by an increase in slip rental revenue.

The Partnership’s income from continuing operations of $169,000 for the year ended December 31, 2008 is an improvement of $90,000. The improvement was due to various factors, primarily due to the amortization of the deferred gain of $215,000, which is reported as a reduction of cost of operations. Excluding the effect of deferred gain amortization of $215,000 and $161,000 respectively for 2008 and 2007, the Partnership’s results of continuing operations before depreciation improved $49,000 to a loss of

 

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$22,000 from a $71,000 loss during the same period a year ago. The improvement was due to a $17,000 increase in slip rental income as detailed below, a $16,000 decrease in dry storage expenses, and a $22,000 decrease in general operating costs.

Tower Park Marina’s slip rental revenues increased $17,000 to $779,000 in 2008, which is attributable to both an increase in wet slip occupancies and an increase in rates. The marina’s dry storage revenues remained stable. Net operating profit for the slip rental segment increased $17,000 and the dry storage segment increased $16,000.

Fuel sales decreased $25,000 to $246,000 due to lower sales volume; however margins from fuel sales remained stable despite rising fuel costs. Net income for the segment increased $1,000.

2007 Compared to 2006

For the year ended December 31, 2007, gross income from continuing operations for Tower Park increased $88,000 to $1,266,000. This was the result of increases in revenues from most operating segments and interest income of $54,000.

The Partnership’s net income from continuing operations of $79,000 for the year ended December 31, 2007 is an improvement of $150,000. The improvement was due to various factors, primarily due to the amortization of the deferred gain of $161,000, which is reported as a reduction of cost of operations, and interest income of $54,000. Excluding the effect of deferred gain amortization of $161,000 interest income of $54,000 and lease expense paid to KOA of $225,000, the Partnership’s results of continuing operations were income of $89,000, an improvement of $160,000 from the same period a year ago. The improvement was due to a $34,000 increase in revenues primarily due to slip rental and fuel service income as detailed below, a $24,000 decrease in slip rental and dry storage expenses, and a $117,000 decrease in general operating costs, partially offset by an $11,000 increase in fuel costs.

 

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Tower Park Marina’s slip rental revenues increased $30,000 to $762,000 in 2007, which is attributable to both an increase in wet slip occupancies and an increase in rates. The marina’s dry storage revenues remained stable, with a slight decrease of $3,000 to $179,000 due to transfer of some RV storage to KOA as part of the sale of the property.

Fuel sales increased $7,000 to $271,000, and margins from fuel sales declined by $4,000 to $29,000 due to rising fuel costs.

The net loss from discontinued operations decreased $180,000 to $155,000 for the year ended December 31, 2007 as a result of the sale in March 2007.

Liquidity and Capital Resources

On March 27, 2007, the Partnership completed the sale of substantially all the assets of Tower Park Marina and RV Park to Kampgrounds of America (“KOA”) for $13,500,000 in cash. Net cash received was reduced to $13,459,000 due to property taxes and closing costs borne by the Partnership amounting to $41,000. The assets sold included the land and improvements known as Tower Park Marina, the Partnership’s 51% interest in the Little Potato Slough Mutual Water Company, the Partnership’s leasehold interest in the lease between the California State Land Commission (as landlord) and the Partnership (as tenant), dated as of January 14, 1999, approximately 100 acres of undeveloped land, and certain personal property associated with the foregoing. The gain was further reduced by $416,000 of maintenance repairs identified by KOA. The Partnership will make these repairs over the next several years.

The Partnership recognized a gain of $8,117,000 and deferred gain of $2,152,000 from the sale. The proceeds from the sale were used primarily to repay the Partnership’s note payable and the payable to affiliates, and in April 2007, the Partnership made a distribution of $3,642,000 to its partners.

As part of the sale, the Partnership agreed to lease back the marina and dry storage facilities that comprise a portion of the property. The lease has an initial term of ten years and three five (5) year options to extend. The lease requires minimum monthly payments of $25,000 for the first five years. The Partnership will also be required to reimburse KOA approximately $40,000 for its annual obligations with respect to the CSLC lease. In addition, the Partnership is required to spend a minimum of $50,000 per year on maintenance repairs and improvements. These contractual obligations are summarized below:

Tabular Disclosure of Contractual Obligations

 

     Total    Less than
1 Year		    1-3 Years    3-5 Years    More than 5
Years

Operating Leases:

               

KOA Lease

    $ 2,756,000    $ 300,000    $ 600,000    $ 698,000    $ 1,158,000

Maintenance reserve

      400,000      400,000      —        —        —  

CSLC Lease Reimbursement

      330,000      40,000      80,000      80,000      130,000

Capital Improvement Commitment

      408,000      50,000      100,000      100,000      158,000

Other Long-Term Liabilities Reflected on the Partnership’s Balance Sheet under GAAP

      —        —        —        —        —  

Total

    $ 3,894,000    $ 790,000    $ 780,000    $ 878,000    $ 1,446,000

 

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With the sale completed, the Partnership was able to repay all of its debt and the negative cash flow from discontinued operations has been eliminated. The Partnership had a remaining cash balance of $1,182,000 as of December 31, 2008. Because of these factors, we believe the Partnership is in a position to meet its financial obligations going forward.

Off-Balance Sheet Arrangements

Partnership has no off-balance sheet arrangements and has not entered into any transactions involving unconsolidated, limited purpose entities.

 

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. All Partnership transactions are payable in U.S. dollars. The Partnership holds most of its cash in a money market account. We do not consider the effects of interest rate movements to be a material risk to our financial condition. We do not hold any derivative instruments and do not engage in any hedging activities.

 

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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

 

Item 9A(T). Controls and Procedures

Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Our management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

 

15

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States (“GAAP”) and includes those policies and procedures that:

 

  •  

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

  •  

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

  •  

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on its financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2008.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

 

ITEM 9B. Other Information

None

PART III.

 

ITEM 10. Directors and Executive Officers

The Partnership has no directors or executive officers.

Partnership’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 the Partnership. The Partnership’s properties are managed and operated by Westrec Marina Management, Inc. (“WMMI”), a wholly-owned subsidiary of Westrec Financial.

 

16

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 the Partnership, 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.

 

Name

    Age   

Office and Date of Election

   

Business Experience During Past 5 Years

Michael M. Sachs    68    President, Secretary 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 to its conclusion in 2008.
Jeffrey K. Ellis    48    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    60    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 the Partnership Agreement, a copy of which is included in the Partnership’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.

 

17

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.

Audit Committee Financial Expert.

The Partnership 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 407(d)(5). This is due to the small size of Partnership and the nature of its business. The General Partner, in its capacity, effectively serves as the audit committee.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Partnership’s General Partners, and the directors and executive officers of the Corporate General Partner, and persons who own more than ten percent of the Partnership’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 our knowledge, based solely on review of the copies of such reports furnished to the us and written representations that no other reports were required, during the fiscal year ended December 31, 2008, 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 Partnership were complied with.

Code of Ethics.

Due to the small size of the Partnership and the nature of its business, we do not have a formal code of ethics within the meaning of Reg. S-K, Item 406.

 

18

ITEM 11. Executive Compensation.

Partnership has no directors or officers. See Item 12 for a description of certain transactions between Partnership and its General Partners and their affiliates.

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Except as specified below, as of the date hereof, no person is known by Partnership to own beneficially more than 5% of the Units of limited partnership interest.

 

Name and Address of Beneficial Owner

    Number of
Limited
Partnership
Units
Owned at
March 10,
2009		    Percent of
Class		  

Westrec Marina Management, Inc. 16633 Ventura Blvd., 6th Floor Encino, CA 91436

    1458    32.3 %

The Partnership has no officers or directors.

As of December 31, 2008, the General Partners had contributed an aggregate of $1,000 to the capital of Partnership. None of the directors and officers of the Corporate General Partner own any Units of limited partnership interest of the Partnership. The Corporate General Partner is a wholly-owned subsidiary of Westrec Properties, which is a wholly owned subsidiary of Westrec Financial.

Westrec Financial (which may be deemed a parent of the Partnership) has two classes of authorized stock, Common Stock and Convertible Participating Preferred Stock (the “Preferred Stock”), which vote together as a class, except with respect to the election of directors. Michael M. Sachs, an officer and director of both Westrec Financial and the Corporate General Partner, owns 100% of the Common Stock of Westrec Financial. As of December 31, 2008, there was no Preferred Stock outstanding.

Changes in Control. We know of no contractual arrangements, the operation of the terms of which may at a subsequent date result in a change in control of the Partnership, except for Articles 16, 17 and 21.1 of our Partnership Agreement. Those articles

 

19

provide, in substance, that the limited partners shall have the right, by majority vote, to remove a general partner and that a general partner may designate a successor with the consent of the other general partner and a majority of the limited partners.

 

ITEM 13. Certain Relationships and Related Transactions.

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 the Partnership, 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, 2008 totaled $1,715,000, ($7,000 of which was paid in 2008).

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, 2008 totaled $96,000 (none of which was paid in 2008).

3. The Corporate General Partner made advances to the Partnership during 1998 through 2006 to cover operating deficits and capital expenditures. In connection with the March 27, 2007 sale of Tower Park Marina, the Partnership was able to repay the outstanding principal and interest owed to the Corporate General Partner. Interest paid or accrued to the Corporate General Partner for the period ended March 27, 2007 was $101,000. Accordingly, no interest was paid or accrued to the Corporate General Partner for the year ended December 31, 2008.

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 that their share of any future distributions is 1%. The General Partners received $26,000 of such distributions in 2007. No distributions were received in 2008.

 

20

The Partnership and WMMI, a subsidiary of Westrec Financial, have entered into a management agreement pursuant to which WMMI is entitled to receive, as compensation for its management services, a property management fee, payable monthly, in an amount equal to the sum of (i) 6% of the “Gross Revenue” from operations of the properties and (ii) 6% of the “Net Sales Revenue” from operations of the properties. The term “Gross Revenue” means all receipts (net of security deposits returned to the tenants) 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 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 the Partnership). The management fee will cover, without additional expense to the Partnership, 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 the Partnership’s accounts payable. During 2008, $63,000 was paid or accrued by the Partnership 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 2008 and 2007:

 

     2008    2007

Audit fees (1)

    $ 40,000    $ 40,000

Audit-related fees

      0      0

All other fees

      0      0
             

Total

    $ 40,000    $ 40,000
             

 

(1) Audit Fees

Audit fees were billed for the audit of the annual financial statements and reviews of quarterly reports on Form 10-Q.

 

21

Pre-Approval Policy

We do not have an audit committee and as a result our General Partner, in its capacity, effectively serves as the audit committee. Our management evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Partnership’s external auditor cannot be engaged to provide any audit or non-audit services to the Partnership 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

 

a.    1. Financial statements
   The financial statements listed in the accompanying Index to Financial Statements and Schedule 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 are filed as part of this report.
   3.    Exhibits
   The exhibits listed in the Index to Exhibits are filed with or incorporated by reference in this report.
b.    Exhibits
   The exhibits listed in the Index to Exhibits are filed with or incorporated by reference in this report.
c.    Financial Statement Schedules
   Not applicable.

 

22

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Partnership 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 30, 2009   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 Partnership and in the capacities and on the dates indicated.

 

Signature

   

Capacity

  

Date

Principal Executive Officer

/s/ Michael M. Sachs

    President, Secretary and Director of Westrec Investors, Inc., the Corporate General Partner of the Partnership   March 30, 2009
Michael M. Sachs     

Principal Operating Officer

/s/ William W. Anderson

    Director of Westrec Investors, Inc., the Corporate General Partner of the Partnership.   March 30, 2009
William W. Anderson     

Principal Financial and Accounting Officer

/s/ Jeffrey K. Ellis

    Vice President and Chief Financial Officer of Westrec Investors, Inc., the Corporate General Partner of the Partnership   March 30, 2009
Jeffrey K. Ellis     

 

23

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-2

Consolidated Balance Sheet at December 31, 2008

    F-3

Consolidated Statements of Operations for the years ended December 31, 2008 and 2007

    F-4

Consolidated Statements of Changes in Partners’ Deficit for the years ended December 31, 2008 and 2007

   F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2008 and 2007

    F-6

Notes to Consolidated Financial Statements

    F-7 to F-17

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.

 

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,

VASQUEZ & COMPANY, LLP

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, 2008 and 2007, and the related consolidated statements of operations, changes in partners’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. 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, 2008 and 2007, and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Vasquez & Company LLP

Los Angeles, California

March 25, 2009

 

F-2

TOWER PARK MARINA INVESTORS, L.P

(formerly PS MARINA INVESTORS I)

a California Limited Partnership and Subsidiary

CONSOLIDATED BALANCE SHEETS

December 31, 2008 and 2007

 

ASSETS

    2008     2007  

Cash and cash equivalents

    $ 1,182,000     $ 1,214,000  

Accounts receivable

      56,000       82,000  

Tower Park Marina, net (Note 2)

      134,000       69,000  

Other assets, net (Note 3)

      22,000       40,000  
                
   $ 1,394,000     $ 1,405,000  
                

LIABILITIES AND PARTNERS’ DEFICIT

     

Accounts payable and accrued expenses

    $ 571,000     $ 542,000  

Deferred gain on sale of Tower Park Marina (Note 2)

      1,776,000       1,991,000  

Deferred rentals

      19,000       13,000  
                
     2,366,000       2,546,000  
                

Commitments and contingencies (Note 5)

      —         —    

Partners’ deficit:

     

Limited partners’ deficit, $5,000 per unit, 4,508 units authorized, issued and outstanding

      (149,000 )     (316,000 )

Deferred contributions

      (27,000 )     (27,000 )
                
     (176,000 )     (343,000 )

General partners’ deficit

      (796,000 )     (798,000 )
                

Total partners’ deficit

      (972,000 )     (1,141,000 )
                
   $ 1,394,000     $ 1,405,000  
                

See accompanying notes to consolidated financial statements.

 

F-3

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, 2008 and 2007

 

     2008    2007  

Income:

      

Slip rental

    $ 779,000    $ 762,000  

Dry storage

      179,000      179,000  

Fuel service

      246,000      271,000  

Interest income

      48,000      54,000  
               
     1,252,000      1,266,000  
               

Expenses:

      

Slip rental

      45,000      45,000  

Dry storage

      13,000      29,000  

Fuel service

      216,000      242,000  

Cost of operations

      722,000      798,000  

Management fees (Note 4)

      63,000      62,000  

Depreciation

      24,000      11,000  
               
     1,083,000      1,187,000  
               

Income from continuing operations

      169,000      79,000  

Discontinued operations (Notes 2 and 8)

      —        (155,000 )
               

Income (loss) before gain on sale

      169,000      (76,000 )

Gain on sale of Tower Park Marina

      —        8,117,000  
               

Net income

    $ 169,000    $ 8,041,000  
               

Allocation of net profit (loss):

      

Limited Partners

    $ 167,000    $ 7,961,000  

General Partners

      2,000      80,000  
               
   $ 169,000    $ 8,041,000  
               

Limited Partners’ net income (loss) per unit:

      

Income from continuing operations

    $ 37.05    $ 17.30  

Loss from discontinued operations

      —        (33.94 )

Gain on sale of Tower Park Marina

      —        1,782.61  
               

Net income per unit

    $ 37.05    $ 1,765.97  
               

See accompanying notes to consolidated financial statements.

 

F-4

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, 2008 and 2007

 

     General
Partners		     Limited
Partners		     Total  

Balances at December 31, 2006

    $ (842,000 )   $ (4,747,000 )   $ (5,589,000 )

Distribution to Partners

      (36,000 )     (3,606,000 )     (3,642,000 )

Deferred Contributions received

      —         49,000       49,000  

Net income

      80,000       7,961,000       8,041,000  
                        

Balances at December 31, 2007

      (798,000 )     (343,000 )     (1,141,000 )

Net income

      2,000       167,000       169,000  
                        

Balances at December 31, 2008

    $ (796,000 )   $ (176,000 )   $ (972,000 )
                        

See accompanying notes to consolidated financial statements.

 

F-5

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, 2008 and 2007

 

     2008     2007  

Net cash flows used for operating activities:

     

Net income

    $ 169,000     $ 8,041,000  

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

     

Gain on sale of Tower Park Marina

      —         (8,117,000 )

Depreciation and amortization

      24,000       82,000  

Minority partners’ contribution

      —         —    

Minority partners’ interest

      —         —    

Amortization of deferred gain

      (215,000 )     (161,000 )

Decrease (increase) in accounts receivable

      26,000       (31,000 )

Decrease in other assets

      18,000       9,000  

Increase (decrease) in accounts payable and accrued expenses

      29,000       (115,000 )

(Decrease) increase in deferred rentals

      6,000       (13,000 )
                

Net cash flows provided by (used for) operating activities

      57,000       (305,000 )
                

Cash flows used for investing activities:

     

Improvements to marina facility

      (89,000 )     (43,000 )

Proceeds from sale of Tower Park Marina

      —         13,459,000  
                

Net cash (used for) provided by investing activities

      (89,000 )     13,416,000  
                

Cash flows from financing activities:

     

Repayments of notes payable

      —         (3,652,000 )

Cash distributions to partners

      —         (3,642,000 )

Deferred contributions received

      —         49,000  

(Repayments to) advances from affiliates, net

      —         (4,687,000 )
                

Net cash used for financing activities

      —         (11,932,000 )
                

Net (decrease) increase in cash and cash equivalents

      (32,000 )     1,179,000  

Cash and cash equivalents at the beginning of year

      1,214,000       35,000  
                

Cash and cash equivalents at the end of year

    $ 1,182,000     $ 1,214,000  
                

See accompanying notes to consolidated financial statements.

 

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, 2008 and 2007

 

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 $27,000 of such deferrals remain outstanding.

Principles of Consolidation

The financial statements of the Partnership included the accounts of Tower Park Marina Investors, L.P. and its majority-owned subsidiary, Little Potato Slough Mutual Water Company, (“LPSMWC”) up to the date of its sale, March 28, 2007. As of December 31, 2008, the financial statements are comprised only of Tower Park Marina Investors, L.P. 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 that may materially affect the financial position or results of operations.

Revenue Recognition

Revenue from slip rentals and dry storage are recognized over the length of the contract term. Fuel service revenues are recognized at point of sale.

 

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, 2008 and 2007

 

1. Summary of Significant Accounting Policies and Partnership Matters (continued)

 

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.

Offering and Organization Costs

Costs incurred in preparing Partnership documents, prospectuses and any other sales literature, costs incurred in qualifying the units for sale under federal and state securities laws and costs incurred in marketing the units have been charged to the limited partners’ equity to the extent the total does not exceed 5% of the gross proceeds of the offering. The amount by which these organization and registration costs exceeded 5% of the gross proceeds of the offering were borne by Westrec Investors, Inc.

Cash Distributions

The General Partners interest in Cash Flow from Operations (as defined) and Cash from Sales or Refinancing (as defined) is 1%. In April 2007, the Partnership distributed $3,606,400 ($800 per unit) to the Limited Partners and $36,000 to the General Partners.

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.

Cash and Cash Equivalents

Cash and cash equivalents consist of all amounts on deposit in interest bearing and non-interest bearing demand deposit accounts as well as highly liquid investments purchased with an original maturity of three months or less.

Fair Value of Financial Instruments.

The carrying value of financial instruments including cash, accounts receivable, other assets and accounts payable and accrued expenses approximate their fair values at December 31, 2008, due to their relatively short terms or variable interest rates.

Taxes Based on Income

Taxes based on income are the responsibility of the individual partners and, accordingly, are not reflected in the accompanying consolidated financial statements.

 

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, 2008 and 2007

 

1. Summary of Significant Accounting Policies and Partnership Matters (continued)

 

Concentration of Credit Risk.

Financial instruments that potentially subject the Company to concentration of credit risk are cash and cash equivalent deposits in excess of federally insured limits. From time to time the Company may have bank deposits in excess of federally insured limits. The Company evaluates these excess deposits, and transfers amounts to other banks if it considers such transfers necessary.

Tower Park Marina

Tower Park Marina is stated at cost to the Partnership. Provision for depreciation and amortization is calculated using the straight-line method. Depreciable lives for major asset categories are as follows:

 

Asset Category

    Depreciable Life

Furniture, fixtures and equipment

    7 years

Leasehold interest

    life of lease

New Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles (“SFAS No. 162”). SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities (the “Hierarchy”). The Hierarchy within SFAS 162 is consistent with that previously defined in the AICPA Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles” (“SAS 69”). SFAS 162 is effective 60 days following the United States Securities and Exchange Commission’s (the “SEC”) approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of SFAS 162 will not have a material effect on the financial statements because the Partnership has utilized the guidance within SAS 69.

 

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, 2008 and 2007

 

1. Summary of Significant Accounting Policies and Partnership Matters (continued)

 

New Accounting Pronouncements (continued)

 

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” This statement requires companies with derivative instruments to disclose information that should enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and the Partnership believes this will have no impact on its financial statements.

In December 2007, the FASB issued Statement No. 141 (revised 2007), “Business Combinations.” The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. This statement is effective for fiscal years beginning January 1, 2009 and the Partnership believes this will have no impact on its financial statements.

In December, 2007, the FASB issued Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” This statement establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective prospectively, except for certain retrospective disclosure requirements, for fiscal years beginning after December 15, 2008. The Partnership believes this will have no impact on its financial statements.

Effective January 1, 2008, the Company adopted SFAS No. 159 (“FAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115.” FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The adoption of FAS 159 had no impact on the Company’s financial statements as the Company did not elect the fair value option.

 

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, 2008 and 2007

 

1. Summary of Significant Accounting Policies and Partnership Matters (continued)

 

New Accounting Pronouncements (continued)

 

On January 1, 2008 the Partnership adopted the provisions of SFAS No. 157, Fair Value Measurements. SFAS No. 157 provides accounting guidance on the definition of fair value, establishes a framework for measuring fair value and requires expanded disclosures about fair value measurements. The adoption of SFAS 157 did not have a material impact on the Partnership.

In February 2008, the FASB issued FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which provides a one year delay of the effective date of FAS 157 as it relates to nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The provisions of SFAS 157 relating to nonfinancial assets and liabilities will be effective as of the beginning of the Partnership’s 2009 fiscal year.

 

2. Tower Park Marina

On March 27, 2007, the Partnership completed the sale of substantially all the assets of Tower Park Marina and RV Park to Kampgrounds of America (“KOA”) for $13,500,000 in cash. Net cash received was reduced to $13,459,000 due to property taxes and closing costs borne by the Partnership amounting to $41,000. Net cash received was reduced to $13,459,000 due to property taxes and closing costs borne by the Partnership amounting to $41,000. The assets sold included the land and improvements known as Tower Park Marina, the Partnership’s 51% interest in the Little Potato Slough Mutual Water Company, the Partnership’s leasehold interest in the lease between the California State Land Commission (as landlord) and the Partnership (as tenant), dated as of January 14, 1999, approximately 100 acres of undeveloped land, and certain personal property associated with the foregoing. The gain was further reduced by $416,000 of maintenance repairs identified by KOA. The Partnership will make these repairs over the next several years.

The Partnership recognized a gain of $8,117,000 and deferred gain of $2,152,000 from the sale. The proceeds from the sale were used primarily to repay the Partnership’s note payable and the payable to affiliates, and in April 2007, the Partnership made a distribution of $3,642,000 to its partners.

 

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, 2008 and 2007

 

2. Tower Park Marina (continued)

 

In connection with the sale, the existing lease agreement between KOA and the Partnership, under which the Partnership had leased the RV Park and retail store at Tower Park Marina to KOA, was terminated. Pursuant to a new lease, KOA leased back to the Partnership the marina facilities and dry storage buildings that make up a portion of the property that was sold. In accordance with FAS 98 “Accounting for Leases” $2,152,000 of the gain from the sale was deferred and will be amortized as a reduction in rent expense over the ten-year term of the lease agreement. The amount of the gain that was deferred was based on the Partnership’s ten year lease commitment, discounted at 10%. For the period from March 27, 2007 to December 31, 2007, and for the year ended December 31, 2008, $161,000 and $215,000, respectively, of the deferred gain from the sale was amortized and is reflected in cost of operations. The Partnership will make these repairs over the next several years.

At December 31, the remaining assets related to Tower Park Marina that remain as part of the Partnership are composed of the following:

 

     2008     2007  

Leasehold interest

    $ 27,000     $ 27,000  

Floating Docks

      28,000       —    

Furniture, fixtures and equipment

      207,000       146,000  

Vehicles

      36,000       36,000  
                
     298,000       209,000  

Less accumulated depreciation

      (164,000 )     (140,000 )
                
   $ 134,000     $ 69,000  
                

 

3. Other Assets

Other assets at December 31, are composed of the following:

 

     2008    2007

Inventory

    $ 14,000    $ 24,000

Other prepaid expenses

      8,000      16,000
             
   $ 22,000    $ 40,000
             

Inventory is stated at the lower of cost (average cost method) or market (replacement or net realizable value).

 

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, 2008 and 2007

 

4. Related Party Transactions

The Partnership has an agreement with Westrec Marina Management, Inc., an affiliate of Westrec, to manage the day-to-day operations of the marinas for a fee equal to 6% of the marina’s monthly gross revenues (as defined). Management fees for the years ended December 31, 2008 and 2007 were $63,000 and $72,000, respectively.

In connection with funding operating deficits and with the acquisition of marina facilities, funds have been borrowed from Westrec. These borrowings accrued interest at the prime rate plus 1% (9.25% at March 27, 2007). In connection with the March 27, 2007 sale of Tower Park Marina, the Partnership was able to repay the outstanding principal and accrued interest on the amounts borrowed from Westrec. Total interest accrued to Westrec for period ended March 27, 2007 was $101,000.

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, 2008.

 

5. 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 period.

 

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, 2008 and 2007

 

5. Commitments and Contingencies (continued)

 

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”). As mentioned in Note 2 above, the Partnership’s leasehold interest in the CLSC lease was sold to KOA on March 27, 2007. Simultaneously with the sale of Tower Park Marina, the Partnership leased back a portion of the property consisting of the marina facilities and dry storage buildings. The marina operations will include all areas currently operated as part of the marina operations and approximately 7 acres of additional land for a future dry storage building, boat repair area and maintenance yard. The lease will have a ten-year term with three (3) 5-year options to extend. Basic rent will be $25,000 per month for the first five years. Included in lease expense in cost of operations is $225,000 and $300,000 respectively, paid to KOA for the period from March 27, 2007 to December 31, 2007, and the year ended December 31, 2008. The basic rent will be increased 3.5% per each lease year, adjusted every five years. The Partnership will be required during each year of the lease (i) to make payments of approximately $40,000 to KOA with respect to KOA’s obligation under the CSLC lease and (ii) to expend at least $50,000 for capital expenditures and/or major repair/maintenance projects. Included in lease expense in cost of operations is $30,000 and $40,000, respectively, related to the CSLC lease for the period from March 27, 2007 to December 31, 2007, and the year ended December 31, 2008, and approximately $92,000 has been spent on maintenance projects.

 

     Total    Less than 1
Year		    1-3 Years    3-5 Years    More than 5
Years

Operating Leases:

               

KOA Lease

    $ 2,756,000    $ 300,000    $ 600,000    $ 698,000    $ 1,158,000

Maintenance reserve

      400,000      400,000      —        —        —  

CSLC Lease

Reimbursement

      330,000      40,000      80,000      80,000      130,000

Capital Improvement Commitment

      408,000      50,000      100,000      100,000      158,000

Other Long-Term Liabilities

      —        —        —        —        —  
                                  

Total

    $ 3,894,000    $ 790,000    $ 780,000    $ 878,000    $ 1,446,000
                                  

 

F-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, 2008 and 2007

 

6. Segment Reporting

The Partnership has been aggregated into three reportable business segments (Slip rental, Dry storage and Fuel service): Slip rental reports the water-based boat slip rentals and Dry storage reports the land based boat storage operations at the marina. The Fuel service segment reports the operations of the fuel dock at the marina. Discontinued operating segments include the Lease income segment, which reports receipts for the leased operations at the property, and the Water and sewer segment which reflects the operations of the LPSMWC Subsidiary.

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.

 

Segment Information (in 000’s)

    2008     2007  

Income

     

Slip Rental

    $ 779     $ 762  

Dry Storage

      179       179  

Fuel Service

      246       271  

Interest income

      48       54  
                

Total Consolidated Income

      1,252       1,266  
                

Profit (Loss)

     

Slip Rental

    $ 669     $ 660  

Dry Storage

      155       139  

Fuel Service

      25       24  

Other (1)

      (680 )     (744 )
                

Continuing operations

      169       79  

Discontinued operations

      —         (155 )

Gain on Sale

      —         8,117  
                

Total Profit

    $ 169     $ 8,041  
                
     2008        

Assets

     

Slip Rental

    $ 27    

Unallocated amount (2)

      1,339    
          

Total Consolidated Assets

    $ 1,394    
          

 

(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 costs include general and administrative, repairs and maintenance, taxes, utilities and other 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, 2008 and 2007

 

7. 401(k) Plan

The Partnership sponsors a 401(k) Plan (the Plan) which is a qualified defined contribution plan under section 401(k) of the Internal Revenue Code. Full time employees who are at least 21 years of age and have completed one year of service, are eligible to participate in the Plan. Participants of the Plan may choose to contribute up to 50% of their compensation per year, as defined by the Plan, up to a maximum $15,500 for each of the calendar years ended 2008 and 2007. The Partnership may match up to 50% of the employee’s quarterly contribution up to $1,250 per year. The Partnership’s matching contribution for the years ended December 31, 2008 and 2007 was $900 and $1,460, respectively.

“Rollover Contributions” from other qualified plans are accepted by the Plan. The Partnership does not match contributions of this type

 

8. Discontinued Operations

As disclosed in Notes 2 and 5, on March 27, 2007, the Partnership completed the sale of substantially all the assets of Tower Park Marina and RV Park to Kampgrounds of America (“KOA”). Pursuant to a new lease agreement, KOA leased back to the Partnership the marina facilities and dry storage buildings that make up a portion of the property that was sold.

The outstanding principal and accrued interest on the notes payable was repaid with proceeds from the sale. Included in discontinued operations at December 31, 2008 and 2007 was $59,000 and $185,000, respectively of interest expense. A prepayment penalty of $72,000 was also paid to the lender in connection with the repayment of the outstanding balance.

Discontinued operations at December 31, 2007 were comprised of:

 

Lease Income and Other Segment

   

Revenue

   

Lease Income

    $ 185,000  

Other

      14,000  
        

Total Revenue

      199,000  
        

Expenses

   

Interest

      232,000  

Management fees

      10,000  

Depreciation

      63,000  
        

Total expense

      305,000  
        

Loss

    $ (106,000 )
        

 

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, 2008 and 2007

 

8. Discontinued Operations (continued)

 

Water and Sewer Segment

   

Revenue

    $ 60,000  

Expenses

   

Operating Costs

    $ 101,000  

Interest

      —    

Depreciation

      8,000  
        

Total expense

      109,000  
        

Loss

    $ (49,000 )
        

Discontinued Operations, total

   

Revenue

    $ 259,000  

Expenses

      414,000  
        

Loss

    $ (155,000 )
        

The major categories of discontinued assets and liabilities as of March 27, 2007 were as follows:

 

Assets

   

Reserve fund

    $ 86,000

Accounts receivable

      58,000

Marina facilities, net

      2,208,000

Water and sewer facilities, net

      351,000

Deferred loan costs, net

      81,000

Other assets

      387,000
      
   $ 3,171,000
      

Liabilities

   

Accounts payable

    $ 76,000

Notes payable

      192,000

Minority partners interest

      135,000
      
   $ 403,000
      

 

F-17

INDEX TO EXHIBITS

 

Exhibit No.

   

Description

    Page No. 1
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).
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.
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.