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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 1994 Commission File No. 0-14557
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POWER TEST INVESTORS LIMITED PARTNERSHIP
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(Exact name of Registrant as specified in its charter)
New York 11-2717079
-------------------------------- -------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
125 Jericho Turnpike, Jericho, New York 11753
----------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 516-338-6000
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Limited Partnership Interests
---------------------------------
(Title of Class)
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
---- ----
The aggregate market value of the units of general and limited partnership
interests held by non-affiliates of the Registrant amounted to $24,686,329
as of March 23, 1995.
Registrant has 6,510,975 units of general and limited partnership interests
outstanding as of March 23, 1995.
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<PAGE>
PART I
Item 1. Business
Power Test Investors Limited Partnership ("Partnership") is a New York
limited partnership which was formed in January 1985 to invest in and
become the limited partner in Power Test Realty Company Limited Partnership
("Operating Partnership"), also a New York limited partnership. The
Operating Partnership was formed to acquire, own, lease and sell or dispose
of certain of the assets ("Getty Oil Assets") constituting the tangible
assets (other than petroleum product inventories) used in the petroleum
marketing operations of Getty Oil Company ("Getty Oil") and Getty Refining
and Marketing Company (the name of which was changed to Texaco Refining and
Marketing Inc. ("TRMI")) located in the Northeastern and Mid-Atlantic
states. The general partner of the Partnership and the Operating
Partnership is CLS General Partnership Corp. ("General Partner"), a
Delaware corporation. The three shareholders of the General Partner are
the principal shareholders of Getty Petroleum Corp. (See Item 10).
On February 1, 1985, the Operating Partnership purchased the Getty Oil
Assets for approximately $68 million from TRMI. The Operating Partnership
leases such assets to Getty Petroleum Corp. either directly or indirectly
through wholly-owned subsidiaries of Getty Petroleum Corp.
As limited partner of the Operating Partnership, the Partnership
contributed 99% of the capital of the Operating Partnership and shares pro
rata with the General Partner (which contributed the remaining 1% of the
capital of the Operating Partnership), in the same proportion as each
partner's capital contribution bears to the aggregate of all partner's
capital contributions, in the financial and tax attributes of the Operating
Partnership. During 1985, the Partnership sold, by means of a pro rata
rights offering, Units of Limited Partnership Interests ("Units") to
holders of common stock of Getty Petroleum Corp. Holders of the Units are
the limited partners (together with the principal holders, as disclosed in
Item 12), ("Limited Partners") of the Partnership, contributing
approximately 79% of the capital of the Partnership, and share pro rata
with the General Partner (which initially contributed approximately 21% of
the capital of the Partnership) in the financial and tax attributes of the
Partnership. In 1990 and 1991, the General Partner purchased 38,933 and
46,000 Units, respectively, further increasing its ownership of the
Partnership to approximately 22.2%.
The financial results of the Operating Partnership (and, derivatively, the
Partnership) are based on the rental revenues received from Getty Petroleum
Corp. in respect of the Getty Oil Assets, and are therefore, materially
dependent upon the ability of Getty Petroleum Corp. to meet its obligations
under the leases and subleases of the Getty Oil Assets. (For information
concerning Getty Petroleum Corp., see reports filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, Commission File No. 1-
8059.) Reference is made to Note 5 of Notes to Consolidated Financial
Statements filed with this Annual Report, for a schedule of minimum lease
payments to be received in each of the next five years and in the aggregate
thereafter under leases in effect at December 31, 1994.
2
<PAGE>
Certain employees of Getty Petroleum Corp. perform services for the
Partnership (See Item 13 and Note 5 of Notes to Consolidated Financial
Statements). The Partnership does not have any employees.
Item 2. Properties
As of December 31, 1994, the Operating Partnership owned 305 gasoline
service stations located in Connecticut (25), Delaware (15), Maine (6),
Maryland (3), Massachusetts (41), New Hampshire (7), New Jersey (87), New
York (58), Pennsylvania (53), Rhode Island (9) and Vermont (1). Each of
the service stations is leased to Getty Petroleum Corp. which either
operates or subleases the service stations. The Operating Partnership also
owned five petroleum distribution terminals located in Connecticut, New
Jersey, New York (2) and Rhode Island. The distribution terminals are
leased to a wholly-owned subsidiary of Getty Petroleum Corp. The service
station and distribution terminal leases each have an initial 15 year term
expiring on January 31, 2000 and Getty Petroleum Corp. has the option, but
is not obligated, to extend the leases for up to five consecutive extended
terms of ten years each.
The New Haven terminal was subject to a partial condemnation for a road
widening which has resulted in a loss of approximately 5,100 square feet of
land. The lease has not been terminated but the rent will be reduced by
$14,564 per annum in accordance with the terms of the lease. The
condemnation proceeds aggregated $315,000, of which approximately $150,000
will be paid to the lessee pursuant to the terms of the lease.
The Operating Partnership purchased marketing equipment from TRMI on
February 1, 1985 and leased the equipment to a wholly-owned subsidiary of
Getty Petroleum Corp. The marketing equipment consisted of personal
property and equipment, including pumps, tanks and furniture. The initial
term of the marketing equipment lease expired on January 31, 1995 and
provided for a rental of $200,000 per annum. The lease with respect to certain
of the equipment, which equipment is scheduled to be replaced by the end of
1998 due to environmental regulations, has been renewed through
December 31, 1998 for a rental of $59,271 per annum.
The Operating Partnership is the lessee under a ground lease expiring on
May 14, 1997 covering a distribution terminal located in South Portland,
Maine, which it has subleased to a wholly-owned subsidiary of Getty
Petroleum Corp. The Operating Partnership owns certain of the improvements
at this terminal.
Item 3. Legal Proceedings
The Partnership is not subject to any material pending legal proceedings
nor were any such proceedings terminated during the fourth quarter of 1994.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of security holders during the fourth
quarter of 1994.
3
<PAGE>
PART II.
Item 5. Market for Registrant's Common Equity and Related Unitholder
Matters
The Units are transferable and trade from time to time on the over the
counter market. There is no active market and the Partnership does not
currently intend to apply to have the Units listed for trading on any
securities exchange.
As of December 31, 1994, there were 627 holders of record of limited
partnership interests in the Partnership.
Item 6. Selected Financial Data
Set forth below is selected financial data for the Partnership and the
Operating Partnership as of and for each of the five years in the period
ended December 31, 1994.
<TABLE>
<CAPTION>
Partnership
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December 31,
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1994 1993 1992 1991 1990
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<S> <C> <C> <C> <C> <C>
Total revenues
(leasing activities) $10,316,092 $10,461,177 $10,576,487 $10,704,636 $10,870,339
Net income 5,860,624 5,199,772 5,746,425 5,245,176 3,276,132
Net income per unit .90 .80 .88 .81 .50
Total assets 40,459,472 41,916,319 43,040,401 44,441,762 45,460,349
Mortgages payable 37,908,888 40,440,483 41,927,371 44,040,849 45,819,932
Distributions per
unit .74 .74 .725 .68 .68
Operating Partnership
-----------------------------------------------------------------------
December 31,
-----------------------------------------------------------------------
1994 1993 1992 1991 1990
-----------------------------------------------------------------------------------------------
Total revenues
(leasing activities) $10,316,092 $10,461,177 $10,576,487 $10,704,636 $10,870,339
Net income 5,959,287 5,305,722 5,856,428 5,329,748 3,340,100
Total assets 40,081,693 41,633,796 42,835,664 44,414,334 45,450,938
Mortgages payable 37,908,888 40,440,483 41,927,371 44,040,849 45,819,932
</TABLE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Partnership was formed to invest in and become the limited partner in
the Operating Partnership. The Partnership's financial position and
results of operations are dependent on the operating results of the
Operating Partnership. Since the Operating Partnership has leased all
4
<PAGE>
of its properties to Getty Petroleum Corp., the Operating Partnership's
operating results and ability to fulfill its obligations are primarily
dependent on Getty Petroleum Corp.'s ability to make all required rental
payments; however, the General Partner does not anticipate that Getty
Petroleum Corp. will have difficulty in making such payments.
The operations of the Operating Partnership consist of leasing to Getty
Petroleum Corp. the assets which were acquired on February 1, 1985 from
TRMI. The leases are principally for initial periods of fifteen years
expiring on January 31, 2000 (subject to multiple renewal periods through
2050) and currently provide for aggregate annual rental payments of
approximately $10,749,000 for 1995 (See Note 5 of Notes to Consolidated
Financial Statements).
Other income for the year ended December 31, 1994 principally represents
gains on dispositions of properties and interest income. During 1994, the
Operating Partnership sold five service stations to Getty Petroleum Corp.
for an aggregate amount of $1,131,119 or eleven times the aggregate annual
rentals of $102,829, which resulted in a net gain of $658,532 to the
Partnership. Other income for the year ended December 31, 1993 principally
represents interest income. During 1992, the Operating Partnership sold
two service stations to Getty Petroleum Corp. for an aggregate amount of
$586,168 or eleven times the aggregate annual rentals of $53,288, which
resulted in a net gain of approximately $393,000 to the Partnership. Also
in 1992, the Partnership recognized as income $300,000 of nonrefundable
deposits received in 1985 in connection with the sale of a leasehold
interest, the lease for which terminated in 1992.
Interest expense in 1994 amounted to $3,553,000, a decrease of $137,000 as
compared to 1993. Interest expense in 1993 amounted to $3,690,000, a
decrease of $252,000 as compared to 1992. The net decreases were
principally due to a reduction of the principal balances due under the
Operating Partnership's outstanding mortgages.
The General Partner's share of the Operating Partnership's income for each
of the periods presented has been reflected as "Income applicable to
minority interest" in the consolidated statements of income.
Inflation will not have a significant impact in future periods on property
operating expenses since the long-term leases with Getty Petroleum Corp.
are "net leases" and contain provisions which cover increases in real
estate taxes and other charges related to the properties and equipment.
Fluctuations in interest rates will not have a significant impact on the
Partnership's operating results since the interest rates on approximately
70% of the Operating Partnership's currently outstanding debt are fixed.
At December 31, 1994, cash and cash equivalents amounted to $2,524,000.
Cash in excess of operating and debt service requirements for the years
ended December 31, 1994, 1993 and 1992 was principally distributed to
unitholders in the form of quarterly cash distributions which aggregated
$.74, $.74 and $.725 per unit, respectively. In 1995, the Partnership
anticipates that it will continue to make quarterly cash distributions to
unitholders.
5
<PAGE>
Item 8. Financial Statements and Supplementary Data
Page
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Report of Independent Accountants 10
Consolidated Financial Statements:
Balance Sheets - December 31, 1994 and 1993 11
Statements of Income - for the years ended
December 31, 1994, 1993 and 1992 12
Statements of Cash Flows - for the years
ended December 31, 1994, 1993 and 1992 13
Notes to Consolidated Financial Statements 14 - 21
Schedule III - Real Estate and Accumulated
Depreciation as of December 31, 1994 22 - 23
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
6
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Neither the Partnership nor the Operating Partnership has a Board of
Directors.
CLS General Partnership Corp., as General Partner, manages the affairs of
the Partnership and Operating Partnership. The executive officers of the
General Partner are:
Officer
Name Title Since
------------------------------------------------------------------------
Leo Liebowitz President and Treasurer 1985
Milton Safenowitz Executive Vice President
and Assistant Secretary 1985
Milton Cooper Secretary and Assistant Treasurer 1985
Messrs. Liebowitz, Safenowitz and Cooper are the sole Shareholders and
Directors of the General Partner.
The background and experience of these individuals is as follows:
Leo Liebowitz, age 67, is President and Chief Executive Officer of Getty
Petroleum Corp. and has been a director of Getty Petroleum Corp. since
1971. Mr. Liebowitz has extensive experience in acquiring, managing and
leasing gasoline service stations and distribution terminals.
Milton Safenowitz, age 67, has been a director of Getty Petroleum Corp.
since 1971 and was Executive Vice President of Getty Petroleum Corp. until
January 31, 1990. Mr. Safenowitz has extensive experience in acquiring,
managing and leasing gasoline service stations and distribution terminals.
Milton Cooper, age 66, has been a director of Getty Petroleum Corp. since
1971 and was Vice President of Getty Petroleum Corp. until June 18, 1992.
He is also Chairman of the Board of Kimco Realty Corporation, a real estate
investment trust. Mr. Cooper has extensive experience in acquiring,
developing, leasing and financing commercial real estate properties.
Management is not aware of any family relationships between any of the
foregoing executive officers.
Item 11. Executive Compensation
The Partnership has not paid and does not propose to pay any compensation
or retirement benefits to the officers of the General Partner.
7
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Name of Units Beneficially Owned Percent
Beneficial Owner December 31, 1994 (1) of Class
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Leo Liebowitz 1,235,007 Units of general and
limited partnership interests (2) 18.97%
Milton Safenowitz 1,333,721 Units of general
and limited partnership interests (3) 20.48%
Milton Cooper 537,236 Units of general
and limited partnership interests (4) 8.25%
Directors and officers 3,105,964 Units of general and
as a Group limited partnership interests (5) 47.70%
(1) With the exception of Units owned by Leo Liebowitz and Milton
Safenowitz whose addresses are care of Getty Petroleum Corp., 125
Jericho Turnpike, Jericho, New York 11753 and Milton Cooper whose
address is care of Kimco Realty Corporation, 333 New Hyde Park Road,
New Hyde Park, New York 11042, Management knows of no other person
owning of record or beneficially more than 5% of the outstanding Units.
(2) Includes 562,576 Units held as general partnership interests and
171,150 Units held by his wife. Excludes 512,535 Units held by his
children, for which Mr. Liebowitz disclaims beneficial ownership.
(3) Includes 557,400 Units held as general partnership interests and
84,401 Units held by his wife. Excludes 296,766 Units held by his
children, for which Mr. Safenowitz disclaims beneficial ownership.
(4) Includes 5,667 Units held by a partnership of which he is a partner,
11,439 Units held by a Retirement Fund of which he is a beneficiary,
242,527 Units held as general partnership interests and 40,500 Units
held by a charitable foundation of which he is the President. Excludes
127,630 Units held by his wife and 66,756 Units held by his children
and grandchildren, for which Mr. Cooper disclaims beneficial ownership.
(5) Includes 1,362,503 Units held as general partnership interests referred
to in notes (2), (3) and (4) above.
8
<PAGE>
Item 13. Certain Relationships and Related Transactions
The Operating Partnership paid $622,000 to Getty Petroleum Corp. for
management services and other expenses during the year ended December 31,
1994.
Also see Note 5 of Notes to Consolidated Financial Statements with regard
to the leases and other related party transactions between the Operating
Partnership and Getty Petroleum Corp.
9
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Power Test Investors
Limited Partnership:
We have audited the consolidated financial statements and the consolidated
financial statement schedule of Power Test Investors Limited Partnership (a
New York limited partnership) and Subsidiary, as listed in Item 14(a) of
this Form 10-K. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Power Test
Investors Limited Partnership and Subsidiary as of December 31, 1994 and
1993, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles. In addition, in
our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information
required to be included therein.
COOPERS & LYBRAND L.L.P.
Melville, New York
February 27, 1995.
10
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(A New York limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1994 and 1993
1994 1993
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ASSETS
Cash and cash equivalents $2,523,681 $1,983,574
Net investment in direct financing
leases (Notes 4 and 5) 5,747,246 6,476,275
Fixed assets, at cost, net of
accumulated depreciation
(Notes 3, 4 and 5) 31,903,386 33,036,287
Deferred charges, net of accumulated
amortization of $2,332,576 and
$2,197,552, respectively 285,159 420,183
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$40,459,472 $41,916,319
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily
interest $358,438 $335,789
Mortgages payable (Notes 4 and 5) 37,908,888 40,440,483
Commitments (Note 5)
Partners' capital,
6,510,975 units of general and
limited partnership interests
issued and outstanding (Notes 2 and 6) 2,192,146 1,140,047
----------- -----------
$40,459,472 $41,916,319
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See accompanying notes.
11
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992
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Revenues (Note 5):
Rental income $ 9,138,669 $ 9,171,653 $ 9,197,688
Interest on direct
financing leases 1,177,423 1,289,524 1,378,799
Other income 772,158 85,393 762,683
----------- ----------- -----------
11,088,250 10,546,570 11,339,170
----------- ----------- -----------
Expenses:
Interest 3,553,091 3,690,314 3,942,418
General and administrative (Note 5) 708,482 694,626 682,104
Depreciation and
amortization 906,428 908,772 909,627
Income applicable to
minority interest 59,625 53,086 58,596
----------- ----------- -----------
5,227,626 5,346,798 5,592,745
----------- ----------- -----------
Net income $ 5,860,624 $ 5,199,772 $ 5,746,425
=========== =========== ===========
Net income per unit $0.90 $0.80 $0.88
=========== =========== ===========
Distributions per unit $0.74 $0.74 $0.725
=========== =========== ===========
Weighted average units
outstanding 6,510,975 6,510,975 6,510,975
=========== =========== ===========
See accompanying notes.
12
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(A New York limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992
-------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $5,860,624 $5,199,772 $5,746,425
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 906,428 908,772 909,627
Amortization of investment
in direct financing leases 617,939 519,656 430,381
Gain on dispositions of fixed assets (658,532) -- (397,628)
Minority interest 59,625 53,086 58,596
Decrease in deposits -- -- (300,000)
Changes in assets and liabilities:
Decrease in receivable-condemnation, net -- -- 297,748
Increase (decrease) in accrued
liabilities 22,649 (21,902) (22,420)
---------- ---------- ----------
Net cash provided by
operating activities 6,808,733 6,659,384 6,722,729
---------- ---------- ----------
Cash flows from investing activities:
Proceeds from dispositions
of fixed assets 1,131,119 -- 592,040
---------- ---------- ----------
Net cash provided by
investing activities 1,131,119 -- 592,040
---------- ---------- ----------
Cash flows used in financing activities:
Mortgage principal payments (2,531,595) (1,486,888) (2,113,478)
Cash distributions (4,868,150) (4,868,150) (4,770,484)
---------- ---------- ----------
Net cash used in financing
activities (7,399,745) (6,355,038) (6,883,962)
---------- ---------- ----------
Net increase in cash and
cash equivalents 540,107 304,346 430,807
Cash and cash equivalents at
beginning of year 1,983,574 1,679,228 1,248,421
---------- ---------- ----------
Cash and cash equivalents at
end of year $2,523,681 $1,983,574 $1,679,228
========== ========== ==========
Supplemental disclosure of
cash flow information
Cash paid during the
period for interest $3,556,886 $3,711,016 $3,964,038
See accompanying notes.
13
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
1. Organization:
Power Test Investors Limited Partnership, a New York limited partnership
("Partnership"), was formed in January 1985 to invest in and become the
limited partner in Power Test Realty Company Limited Partnership
("Operating Partnership"), also a New York limited partnership. The
operations of the Operating Partnership consist of leasing to Getty
Petroleum Corp. the marketing and distribution assets which were acquired
on February 1, 1985 from Texaco Refining and Marketing Inc. CLS General
Partnership Corp. ("General Partner") is the general partner of the
Partnership and of the Operating Partnership.
The Limited Partners of the Partnership contributed approximately 79% of
the capital of the Partnership and share pro rata with the General Partner
(which initially contributed approximately 21% of the capital of the
Partnership) in the financial and tax attributes of the Partnership. The
Partnership contributed 99% of the capital of the Operating Partnership and
shares pro rata with the General Partner (which contributed the remaining
1% of the capital of the Operating Partnership) in the financial and tax
attributes of the Operating Partnership. In 1990 and 1991, the General
Partner purchased 38,933 and 46,000 units, respectively, of limited
partnership interests further increasing its ownership of the Partnership
to approximately 22.2%.
2. Summary of Significant Accounting Policies:
The consolidated financial statements include the accounts of the
Partnership and the Operating Partnership. All significant intercompany
accounts and transactions have been eliminated.
The General Partner's share of the Operating Partnership's income for the
periods ended December 31, 1994, 1993 and 1992 has been reflected as
"Income applicable to minority interest" in the accompanying consolidated
statements of income. As of December 31, 1994 and 1993, the General
Partner's minority interest amounted to $14,305 and $4,708, respectively,
which is included in "Partners' Capital" in the accompanying consolidated
balance sheets (See Note 6).
14
<PAGE>
Condensed summarized financial information for the Operating Partnership as
of December 31, 1994 and 1993 and for the years then ended is as follows:
1994 1993
-----------------------------
Total assets (principally property
leased to Getty Petroleum Corp.) $40,081,693 $41,633,796
Total liabilities (principally
mortgages payable) 38,238,882 40,750,272
Total revenues (leasing activities) 10,316,092 10,461,177
Net income 5,959,287 5,305,722
Revenue Recognition:
Revenue is derived principally from the lease of marketing and distribution
assets to Getty Petroleum Corp. under long-term leases.
Leases are accounted for as operating or direct financing leases. Rentals
from operating leases are recognized in equal monthly amounts over the
related lease terms. Revenue under direct financing leases is recognized
over the lease term using the interest method which produces a constant
periodic rate of return on the net investment in the leased property.
Cash and Cash Equivalents:
The Partnership considers highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
Net Investment in Direct Financing Leases:
Net investment in direct financing leases represents the remaining
investment in leased assets accounted for as direct financing leases. The
investment is reduced by the receipt of lease payments, net of interest
income earned, amortized over the life of the lease.
Deferred Charges:
Deferred charges, which consist of refinancing costs, are being amortized
on a straight-line basis over the terms of the related debt agreements, the
longest term of which ends January 1, 2000.
Fixed Assets:
When fixed assets are sold or retired, the cost and related accumulated
depreciation are eliminated from the respective accounts and any gain or
15
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
loss is credited or charged to income. Depreciation of fixed assets is
computed on the straight-line method and is provided by charges to income
over their estimated useful lives.
3. Fixed Assets:
Fixed assets, which represent assets leased to Getty Petroleum Corp.,
consist of the following:
Depreciable
1994 1993 Life (Years)
-------------------------------------------------------------------------------
Land $27,229,298 $27,555,567
Buildings 12,293,495 12,379,978 16
Machinery and equipment 10,640,615 10,664,048 6
Furniture and fixtures 263,848 263,848 6
----------- -----------
50,427,256 50,863,441
Less, accumulated
depreciation (18,523,870) (17,827,154)
----------- -----------
$31,903,386 $33,036,287
=========== ===========
4. Mortgages Payable:
Mortgages payable consist of the following:
1994 1993
-------------------------------------------------------------
Mortgage payable through
January 1, 1997 (a) $33,516,404 $35,418,763
Mortgage payable through
January 1, 2000 (b) 4,392,484 5,021,720
----------- -----------
$37,908,888 $40,440,483
=========== ===========
(a) Interest on $22,283,203 is fixed at 9.79% per annum through an interest
rate swap agreement and interest on the remaining $11,233,201 floats at
the prime rate. The mortgagee is the counterparty to the interest rate
swap agreement. Principal payments are $75,000 per month. Additional
amounts are payable upon disposition of properties collateralizing the
loan. The balance of the loan of $31,716,404 is due on January 1,
1997.
16
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
(b) Payable in equal monthly installments and bears interest at the rate of
10 1/8% per annum until maturity on January 1, 2000. At the lender's
option, the loan is subject to prepayment on January 1, 1997 or in any
month thereafter.
Mortgages payable are collateralized by substantially all of the Operating
Partnership's property, plant and equipment.
As of December 31, 1994, scheduled mortgage payments are as follows:
1995 $ 1,595,989
1996 1,669,821
1997 32,567,892
1998 941,815
1999 1,041,726
Thereafter 91,645
------------
$37,908,888
============
The terms of the various mortgages include certain restrictions which
relate to, among other things, the maintenance of a minimum rental income
to debt service ratio, the incurrence of additional indebtedness and the
payment of distributions.
5. Leases and Related Party Transactions:
At December 31, 1994, the Operating Partnership owned 305 gasoline service
station properties and five petroleum product distribution terminals ("fee
properties"), marketing equipment and a leasehold interest in one petroleum
distribution terminal ("leased property"). The Operating Partnership
leases the fee properties and the leased property to Getty Petroleum Corp.
on a long-term net lease basis. The fee property leases have an initial
15 year term expiring on January 31, 2000 and Getty Petroleum Corp. has the
option, but is not obligated, to extend the leases for up to five
consecutive extended terms of ten years each. The marketing equipment
lease had an initial term of ten years which expired on January 31, 1995.
Such lease was renewed through December 31, 1998 for a rental of
$59,271 per annum.
Future minimum rentals due to the Operating Partnership under operating and
direct financing leases as of December 31, 1994 are as follows:
17
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
Direct
Operating Financing
Years ending December 31, Leases Leases Total
----------------------------------------------------------------------------
1995 $ 8,967,460 $1,781,544 $10,749,004
1996 8,955,732 1,781,544 10,737,276
1997 8,830,257 1,781,544 10,611,801
1998 8,740,632 1,781,544 10,522,176
1999 8,681,361 1,781,544 10,462,905
Thereafter 723,447 148,462 871,909
----------- ---------- -----------
$44,898,889 $9,056,182 $53,955,071
=========== ========== ===========
The components of the net investment in direct financing leases as of
December 31, 1994 and 1993 are as follows:
1994 1993
------------------------------------------------------------------------
Minimum lease payments receivable $ 9,056,182 $10,984,010
Less, unearned income (3,308,936) (4,507,735)
----------- -----------
$ 5,747,246 $ 6,476,275
=========== ===========
The net investment in direct financing leases as of December 31, 1994 and
1993 is comprised of the following:
1994 1993
------------------------------------------------------------------------
Land $ 34,930 $ 34,930
Buildings 5,713,563 5,808,530
Equipment 3,028,760 3,094,351
----------- -----------
8,777,253 8,937,811
Less, amortization of investment
in direct financing leases (3,030,007) (2,461,536)
----------- -----------
$ 5,747,246 $ 6,476,275
=========== ===========
18
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
Included in the marketing and distribution assets acquired on February 1,
1985 was a leasehold interest in certain land and a service station located
in New York City, which were subleased to Getty Petroleum Corp. On
February 21, 1985, the Operating Partnership entered into a contract to
sell its leasehold interest for $625,000, payable in two installments
($290,000 upon execution of the contract on February 21, 1985 and the
balance at closing). In addition, for $1,500,000, payable in two
installments ($10,000 upon execution of the waiver on February 21, 1985 and
the balance at closing) the Operating Partnership and Getty Petroleum Corp.
waived their preemptive right to purchase the fee interest in the
aforementioned property. The sale has not occurred and because of the
expiration of the ground lease on June 30, 1992, the Operating
Partnership's obligation and right to sell its leasehold interest has
terminated. Accordingly, the $300,000 of nonrefundable deposits have been
included in "Other income" in the accompanying consolidated statements of
income for the year ended December 31, 1992.
During the periods ended December 31, 1994, 1993 and 1992, the Operating
Partnership paid $622,000, $598,000 and $574,000, respectively, to Getty
Petroleum Corp. for management services and other expenses.
During 1994, the Operating Partnership sold five service stations to Getty
Petroleum Corp. for an aggregate amount of $1,131,119 or eleven times the
aggregate annual rentals of $102,829, which resulted in a net gain of
$658,532 to the Partnership. During 1992, the Operating Partnership sold
two service stations to Getty Petroleum Corp. for an aggregate amount of
$586,168 or eleven times the aggregate annual rentals of $53,288, which
resulted in a net gain of approximately $393,000 to the Partnership. Sales
proceeds from dispositions of properties amounted to eleven times annual
rentals in accordance with the terms of the lease agreement with Getty
Petroleum Corp.
The net gains resulting from the dispositions of properties have been
reflected in "Other income" in the accompanying consolidated statements of
income.
19
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
6. Partners' Capital (Deficit):
Total
Partners'
General Limited Capital
Partner (a) Partners (b) (Deficit)
------------------------------------------------------------------------------
Balance, December 31, 1991 $ (151,154) $ (128,044) $ (279,198)
Partnership net expenses (11,428) (39,979) (51,407)
Partnership's share of Operating
Partnership's net income 1,288,899 4,508,933 5,797,832
Distributions to unitholders (1,049,391) (3,671,066) (4,720,457)
Income applicable to minority
interest in excess of
distributions 8,569 -- 8,569
------------ ----------- -----------
Balance, December 31, 1992 85,495 669,844 755,339
Partnership net expenses (11,752) (41,112) (52,864)
Partnership's share of Operating
Partnership's net income 1,167,698 4,084,938 5,252,636
Distributions to unitholders (1,071,103) (3,747,019) (4,818,122)
Income applicable to minority
interest in excess of
distributions 3,058 - 3,058
------------ ----------- -----------
Balance, December 31, 1993 173,396 966,651 1,140,047
Partnership net expenses (8,679) (30,359) (39,038)
Partnership's share of Operating
Partnership's net income 1,311,537 4,588,125 5,899,662
Distributions to unitholders (1,071,103) (3,747,019) (4,818,122)
Income applicable to minority
interest in excess of
distributions 9,597 - 9,597
------------ ----------- -----------
Balance, December 31, 1994 $ 414,748 $ 1,777,398 $ 2,192,146
============ =========== ===========
(a) The three individual shareholders of the General Partner are also
directors and the principal shareholders of Getty Petroleum Corp., and
in the case of Mr. Liebowitz, an officer of Getty Petroleum Corp.
20
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
(b) The Partnership initially offered to holders of record of common stock
of Getty Petroleum Corp. rights to subscribe to units of limited
partnership interests in the Partnership. In addition, the Limited
Partners include the three individuals who are the shareholders of the
General Partner.
The Partnership allocates all income, profits, losses, deductions, credits
and items of tax preference, and makes distributions to its partners on a
pro rata basis. Distributions to the partners in respect of their
Partnership interests shall be made at such times, in such amounts and in
cash or property as the General Partner in its sole discretion shall
determine.
7. Income Taxes:
The accompanying consolidated statements of income do not reflect a
provision for income taxes as the income of the Partnership is not subject
to federal or state income taxes at the partnership level but is includable
in the individual tax returns of the partners.
Net income for financial statement purposes of $5,860,624, $5,199,772 and
$5,746,425 for the years ended December 31, 1994, 1993 and 1992,
respectively, differs from the taxable income of $6,418,813, $5,561,865 and
$6,023,091 reported by the Partnership on its tax return for the same
respective periods, principally due to differences in the method of
computing depreciation and amortization expense and the recognition of
rental income.
21
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
Schedule III - REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1994
Property Under
---------------------------
Direct
Operating Financing
Leases Leases Total
-------------------------------------------------------------------------------
Initial cost to Operating
Partnership (a):
Land $30,960,758 $ 38,000 $30,998,758
Buildings 14,072,669 6,348,784 20,421,453
Equipment 13,680,238 3,379,513 17,059,751
----------- ----------- -----------
Total initial cost 58,713,665 9,766,297 68,479,962
Acquisition costs
capitalized (b) 680,976 113,259 794,235
Debt discount allocated (5,530,964) (919,910) (6,450,874)
----------- ----------- -----------
Net initial cost (a) 53,863,677 8,959,646 62,823,323
Retirements or sales (3,436,421) (182,393) (3,618,814)
----------- ----------- -----------
Gross assets at December
31, 1994 (c) (d) (e) 50,427,256 8,777,253 59,204,509
Accumulated depreciation (f) (18,523,870) -- (18,523,870)
Amortization of investment in
direct financing leases -- (3,030,007) (3,030,007)
----------- ----------- -----------
Net assets $31,903,386 $ 5,747,246 $37,650,632
=========== =========== ===========
(a) Acquired on February 1, 1985.
(b) Acquisition costs include legal fees, appraisal fees, title costs and other
related professional fees.
(c) See Notes 3 and 5 of Notes to Consolidated Financial Statements.
(d) As of December 31, 1994, the Operating Partnership owned 305 gasoline
service station properties located in Connecticut (25), Delaware (15),
Maine (6), Maryland (3), Massachusetts (41), New Hampshire (7), New Jersey
(87), New York (58), Pennsylvania (53), Rhode Island (9) and Vermont (1)
and five petroleum distribution terminals located in Connecticut, New
Jersey, New York (2) and Rhode Island.
(e) The aggregate cost of real estate for Federal income tax purposes is
$59,466,500.
(f) Buildings are depreciated over 16 years. See Notes 2 and 3 of Notes to
Consolidated Financial Statements.
22
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1994
Property Under
----------------------------
Direct
Operating Financing
Leases Leases Total
-------------------------------------------------------------------------------
Balance at December 31, 1991 $51,075,871 $ 8,937,811 $60,013,682
Retirements or sales (212,430) -- (212,430)
----------- ----------- -----------
Balance at December 31, 1992 50,863,441 8,937,811 59,801,252
Retirements or sales -- -- --
----------- ----------- -----------
Balance at December 31, 1993 50,863,441 8,937,811 59,801,252
Retirements or sales (436,185) (160,558) (596,743)
----------- ----------- -----------
Balance at December 31, 1994 $50,427,256 $ 8,777,253 $59,204,509
=========== =========== ===========
Accumulated Accumulated
Depreciation Amortization
of of Direct
Operating Financing
Leases Leases Total
-------------------------------------------------------------------------------
Balance at December 31, 1991 $16,296,820 $ 1,511,499 $17,808,319
Additions 774,604 430,381 1,204,985
Retirements or sales (18,018) -- (18,018)
----------- ----------- -----------
Balance at December 31, 1992 17,053,406 1,941,880 18,995,286
Additions 773,748 519,656 1,293,404
Retirements or sales -- -- --
----------- ----------- -----------
Balance at December 31, 1993 17,827,154 2,461,536 20,288,690
Additions 771,404 617,939 1,389,343
Retirements or sales (74,688) (49,468) (124,156)
----------- ----------- -----------
Balance at December 31, 1994 $18,523,870 $ 3,030,007 $21,553,877
=========== =========== ===========
23
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K:
Page
------
(a) (1) Financial Statements:
Report of Independent Accountants 10
Consolidated Financial Statements:
Balance Sheets - December 31, 1994 and 1993 11
Statements of Income - for the years ended
December 31, 1994, 1993 and 1992 12
Statements of Cash Flows - for the years
ended December 31, 1994, 1993 and 1992 13
Notes to Consolidated Financial Statements 14 - 21
(a) (2) Schedule:
III - Real Estate and Accumulated Depreciation
as of December 31, 1994 22 - 23
All other schedules are omitted for the reason that they are either not
required, not applicable, not material or the information is included in the
consolidated financial statements and notes thereto.
(a) (3) Exhibits:
Designation
of Exhibit in
this Annual
Report on
Form 10-K Description of Exhibit
-----------------------------------------------------------------------------
3.1 Articles of Incorporation of CLS General Partnership Corp.
(Incorporated herein by reference to Exhibit 3.1 of the Exhibits
filed with the Registrant's Registration Statement on Form S-11
(Registration No. 2-97195)).
24
<PAGE>
3.2 By-laws of CLS General Partnership Corp. (Incorporated herein by
reference to Exhibit 3.2 of the Exhibits filed with the Registrant's
Registration Statement on Form S-11 (Registration No. 2-97195)).
4.1 Certificate and Agreement of Limited Partnership of Power Test
Investors Limited Partnership. (Incorporated herein by reference to
Exhibit 4.1 of the Exhibits filed with the Registrant's Registration
Statement on Form S-11 (Registration No. 2-97195)).
4.2 Certificate and Agreement of Limited Partnership of Power Test Realty
Company Limited Partnership. (Incorporated herein by reference to
Exhibit 4.2 of the Exhibits filed with the Registrant's Registration
Statement on Form S-11 (Registration No. 2-97195)).
4.3 Amendment No. 1 to Certificate and Agreement of Limited Partnership
of Power Test Investors Limited Partnership. (Incorporated herein by
reference to Exhibit 4.3 of the Exhibits filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1986 (Commission File No. 0-14557)).
4.4 Amendment No. 1 to Certificate and Agreement of Limited Partnership
of Power Test Realty Company Limited Partnership. (Incorporated
herein by reference to Exhibit 4.4 of the Exhibits filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1986 (Commission File No. 0-14557)).
10.1 Loan Agreement dated February 1, 1985 between The Chase Manhattan
Bank, N.A., and Power Test Realty Company Limited Partnership and
related Note. (Incorporated herein by reference to Exhibit 10.1 of
the Exhibits filed with the Registrant's Registration Statement on
Form S-11 (Registration No. 2-97195)).
10.1 (a) Note Modification Agreement dated January 22, 1986 amending the Loan
Agreement dated February 1, 1985 and related Note (10.1), Collateral
Assignment and Security Agreement (10.2) and Form of Mortgage (10.3)
between The Chase Manhattan Bank, N.A., and Power Test Realty Company
Limited Partnership. (Incorporated herein by reference to Exhibit
10.1 (a) of the Exhibits filed with the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1985 (Commission
File No. 2-97195)).
10.2 Collateral Assignment and Security Agreement dated February 1, 1985
between Power Test Realty Company Limited Partnership and The Chase
Manhattan Bank, N.A. (Incorporated herein by reference to Exhibit
10.2 of the Exhibits filed with the Registrant's Registration
Statement on Form S-11 (Registration No. 2-97195)).
25
<PAGE>
10.3 Form of Mortgage from Power Test Realty Company Limited Partnership,
as Mortgagor, to The Chase Manhattan Bank, N.A., as Mortgagee, dated
as of February 1, 1985. (Incorporated herein by reference to Exhibit
10.3 of the Exhibits filed with the Registrant's Registration
Statement on Form S-11 (Registration No. 2-97195)).
10.4 Promissory Note of Power Test Realty Company Limited Partnership to
Texaco Refining and Marketing Inc. dated February 1, 1985.
(Incorporated herein by reference to Exhibit 10.4 of the Exhibits
filed with the Registrant's Registration Statement on Form S-11
(Registration No. 2-97195)).
10.5 Security Agreement dated February 1, 1985 between Power Test Realty
Company Limited Partnership and Texaco Refining and Marketing Inc.
(Incorporated herein by reference to Exhibit 10.5 of the Exhibits
filed with the Registrant's Registration Statement on Form S-11
(Registration No. 2-97195)).
10.6 Form of Mortgage and Security Agreement from Power Test Realty
Company Limited Partnership, as Mortgagor, to Texaco Refining and
Marketing Inc., as Mortgagee, dated February 1, 1985. (Incorporated
herein by reference to Exhibit 10.6 of the Exhibits filed with the
Registrant's Registration Statement on Form S-11 (Registration No. 2-
97195)).
10.7 Asset Purchase Agreement between Getty Petroleum Corp. (formerly
Power Test Corp.) and Texaco Inc., Getty Oil Company, and Getty
Refining and Marketing Company, dated December 21, 1984. (Filed as
Exhibit 2(a) to Getty Petroleum Corp.'s (formerly Power Test Corp.)
Current Report on Form 8-K dated February 19, 1985 (Commission File
No. 0-6386) and incorporated herein by reference).
10.8 Form of Real Property Leases between Power Test Realty Company
Limited Partnership, as Lessor, and Getty Petroleum Corp. (formerly
Power Test Corp.) (either directly or indirectly through a wholly-
owned subsidiary), as Lessee, each dated February 1, 1985. (Filed as
Exhibit 2(e) to Getty Petroleum Corp.'s (formerly Power Test Corp.)
Current Report on Form 8-K dated February 19, 1985 (Commission File
No. 0-6386) and incorporated herein by reference).
26
<PAGE>
10.9 Rolling Stock Lease between Power Test Realty Company Limited
Partnership, as Lessor, and Power Test Petro Corp. (a wholly-owned
subsidiary of Getty Petroleum Corp. (formerly Power Test Corp.)), as
Lessee, dated February 1, 1985. (Filed as Exhibit 2(f) to Getty
Petroleum Corp.'s (formerly Power Test Corp.) Current Report on Form
8-K dated February 19, 1985 (Commission File No. 0-6386) and
incorporated herein by reference).
10.10 Equipment Lease between Power Test Realty Company Limited
Partnership, as Lessor, and Getty Petroleum Corp. (formerly Power
Test Corp.) as Lessee, dated February 1, 1985. (Filed as Exhibit
2(g) to Getty Petroleum Corp.'s (formerly Power Test Corp.) Current
Report on Form 8-K dated February 19, 1985 (Commission File No. 0-
6386) and incorporated herein by reference).
10.11 Guaranty of Getty Petroleum Corp. (formerly Power Test Corp.) of
lease obligations of Getty Terminals Corp. (formerly Clay Oil
Terminals Inc.), as lessee, to Power Test Realty Company Limited
Partnership, as lessor. (Incorporated herein by reference to Exhibit
10.11 of the Exhibits filed with the Registrant's Registration
Statement on Form S-11 (Registration No. 2-97195)).
10.12 Guaranty of Getty Petroleum Corp. (formerly Power Test Corp.) of
lease obligations of Power Test Petro Corp., as lessee, to Power Test
Realty Company Limited Partnership, as lessor. (Incorporated herein
by reference to Exhibit 10.12 of the Exhibits filed with the
Registrant's Registration Statement on Form S-11 (Registration No. 2-
97195)).
10.13 Newark Terminal Agreement among Texaco Refining and Marketing Inc.,
Power Test Realty Company Limited Partnership and The Chase Manhattan
Bank, N.A., dated February 1, 1985. (Incorporated herein by
reference to Exhibit 10.13 of the Exhibits filed with the
Registrant's Registration Statement on Form S-11 (Registration No. 2-
97195)).
10.14 Easement and ECRA Agreement among Texaco Refining and Marketing Inc.,
Texaco Inc., Power Test Realty Company Limited Partnership and Getty
Petroleum Corp. (formerly Power Test Corp.), dated February 1, 1985.
(Incorporated herein by reference to Exhibit 10.14 of the Exhibits
filed with the Registrant's Registration Statement on Form S-11
(Registration No. 2-97195)).
10.15 Promissory Note of Power Test Realty Company Limited Partnership to
Peoples Bank, N.A., dated July 30, 1985. (Incorporated herein by
reference to Exhibit 10.15 of the Exhibits filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1985 (Commission File No. 2-97195)).
27
<PAGE>
10.16 Promissory Note of Power Test Realty Company Limited Partnership to
John Hancock Mutual Life Insurance Company dated December 19, 1985.
(Incorporated herein by reference to Exhibit 10.16 of the Exhibits
filed with the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1985 (Commission File No. 2-97195)).
10.17 Note Modification Agreement dated April 18, 1986 between Getty
Petroleum Corp. and Power Test Realty Company Limited Partnership.
(Incorporated herein by reference to Exhibit 10.17 of the Exhibits
filed with the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1986 (Commission File No. 0-14557)).
10.18 Promissory Note made as of April 18, 1986 between Getty Petroleum
Corp. and Power Test Realty Company Limited Partnership.
(Incorporated herein by reference to Exhibit 10.18 of the Exhibits
filed with the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1986 (Commission File No. 0-14557)).
10.19 Agreement extending maturity date of Promissory Note made as of April
18, 1986 between Getty Petroleum Corp. and Power Test Realty Company
Limited Partnership. (Incorporated herein by reference to Exhibit
10.19 of the Exhibits filed with the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1986 (Commission File
No. 0-14557)).
10.20 Loan Agreement between Power Test Realty Company Limited Partnership
and Bank of New England, N.A. dated as of December 10, 1986.
(Incorporated herein by reference to Exhibit 10.20 of the Exhibits
filed with the Registrants's Annual Report on Form 10-K for the
fiscal year ended December 31, 1986 (Commission File No. 0-14557)).
10.21 Hazardous Waste and PMPA Indemnification Agreement dated as of
December 10, 1986 among Getty Petroleum Corp., Power Test Realty
Company Limited Partnership and Bank of New England, N.A.
(Incorporated herein by reference to Exhibit 10.21 of the Exhibits
filed with the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986 (Commission File No. 0-14557)).
10.22 Mortgage Rider attached to all Forms of Mortgages dated December 10,
1986 between Power Test Realty Company Limited Partnership (the
"Mortgagor") and Bank of New England, N.A. (the "Mortgagee"), filed
in all the various states, none of which contain provisions of
substance. (Incorporated herein by reference to Exhibit 10.22 of the
Exhibits filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1986 (Commission File No. 0-
14557)).
28
<PAGE>
10.23 Note Agreement dated as of December 1, 1986 between Power Test Realty
Company Limited Partnership and Massachusetts Mutual Life Insurance
Company. (Incorporated herein by reference to Exhibit 10.23 of the
Exhibits filed with the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1986 (Commission File No. 0-
14557)).
10.24 Guaranty Agreement dated as of December 1, 1986 of Getty Petroleum
Corp. regarding distribution terminal leases between Power Test
Realty Company Limited Partnership and Getty Terminals Corp.
(Incorporated herein by reference to Exhibit 10.24 of the Exhibits
filed with the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986 (Commission File No. 0-14557)).
10.25 Mortgage and Security Agreement dated as of December 1, 1986 from
Power Test Realty Company Limited Partnership to Massachusetts Mutual
Life Insurance Company for the East Providence, Rhode Island
terminal, which is identical to the Mortgage and Security Agreements
for the four other terminals mortgaged under the Note Agreement.
(Incorporated herein by reference to Exhibit 10.25 of the Exhibits
filed with the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986 (Commission File No. 0-14557)).
10.26 Amendment No. 1 dated November 30, 1989 to Loan Agreement between
Power Test Realty Company Limited Partnership and Bank of New
England, N.A. dated December 10, 1986. (Incorporated herein by
reference to Exhibit 10.26 of the Exhibits filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989 (Commission File No. 0-14557)).
27 Financial Data Schedule.
(b) Report on Form 8-K: None
29
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Power Test Investors Limited Partnership
----------------------------------------
(Registrant)
By
--------------------------------------------------
Leo Liebowitz, President, Treasurer and a Director of
CLS General Partnership Corp., the General Partner
(Principal Financial and Accounting Officer)
Date March 30, 1995
-----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and the dates indicated.
By
-----------------------------------------------------
Milton Safenowitz, Executive Vice President, Assistant
Secretary and a Director of CLS General Partnership
Corp., the General Partner
Date March 30, 1995
--------------------
By
-----------------------------------------------------
Milton Cooper, Secretary, Assistant Treasurer and a
Director of CLS General Partnership Corp.,
the General Partner
Date March 30, 1995
---------------------
30
<PAGE>
EXHIBIT INDEX
---------------
Power Test Investors Limited Partnership
Annual Report on Form 10-K for the year ended December 31, 1994
Exhibit Begins on
No. Description Sequential Page No.
-------------------------------------------------------------------------------
3.1 Articles of Incorporation of Incorporated by reference to Exhibit
CLS General Partnership Corp. 3.1 of the Exhibits filed with the
Registrant's Registration Statement on
Form S-11 (Registration No. 2-97195).
3.2 By-laws of CLS General Incorporated by reference to Exhibit
Partnership Corp. 3.2 of the Exhibits filed with the
Registrant's Registration Statement on
Form S-11 (Registration No. 2-97195).
4.1 Certificate and Agreement of Incorporated by reference to Exhibit
Limited Partnership of Power 4.1 of the Exhibits filed with the
Test Investors Limited Registrant's Registration Statement on
Partnership. Form S-11 (Registration No. 2-97195).
4.2 Certificate and Agreement of Incorporated by reference to Exhibit
Limited Partnership of Power 4.2 of the Exhibits filed with the
Test Realty Company Limited Registrant's Registration Statement on
Partnership. Form S-11 (Registration No. 2-97195).
4.3 Amendment No. 1 to Certificate Incorporated by reference to Exhibit
and Agreement of Limited 4.3 of the Exhibits filed with the
Partnership of Power Test Registrant's Quarterly Report on
Investors Limited Partnership. Form 10-Q for the quarter ended
September 30, 1986 (Commission File
No. 0-14557).
4.4 Amendment No. 1 to Certificate Incorporated by reference to Exhibit
and Agreement of Limited 4.4 of the Exhibits filed with the
Partnership of Power Test Registrant's Quarterly Report on
Realty Company Limited Form 10-Q for the quarter ended
Partnership. September 30, 1986 (Commission File
No. 0-14557).
31
<PAGE>
10.1 Loan Agreement dated Incorporated by reference to Exhibit
February 1, 1985 between The 10.1 of the Exhibits filed with the
Chase Manhattan Bank, N.A., Registrant's Registration Statement
and Power Test Realty Company on Form S-11 (Registration
Limited Partnership and No. 2-97195).
related Note.
10.1(a) Note Modification Agreement Incorporated by reference to Exhibit
dated January 22, 1986 amending 10.1(a) of the Exhibits filed with
the Loan Agreement dated the Registrant's Annual Report on Form
February 1, 1985 and related 10-K for the fiscal year ended
Note (10.1), Collateral December 31, 1985
Assignment and Security (Commission File No. 2-97195).
Agreement (10.2) and Form
of Mortgage (10.3) between The
Chase Manhattan Bank, N.A.,
and Power Test Realty Company
Limited Partnership.
10.2 Collateral Assignment and Incorporated by reference to Exhibit
Security Agreement dated 10.2 of the Exhibits filed with the
February 1, 1985 between Registrant's Registration Statement on
Power Test Realty Company Form S-11 (Registration No. 2-97195).
Limited Partnership and The
Chase Manhattan Bank, N.A.
10.3 Form of Mortgage from Power Incorporated by reference to Exhibit
Test Realty Company Limited 10.3 of the Exhibits filed with the
Partnership, as Mortgagor, Registrant's Registration Statement on
to The Chase Manhattan Bank, Form S-11 (Registration No. 2-97195).
N.A., as Mortgagee, dated as
of February 1, 1985.
10.4 Promissory Note of Power Incorporated by reference to Exhibit
Test Realty Company Limited 10.4 of the Exhibits filed with the
Partnership to Texaco Registrant's Registration Statement on
Refining and Marketing Inc. Form S-11 (Registration No. 2-97195).
dated February 1, 1985.
10.5 Security Agreement dated Incorporated by reference to Exhibit
February 1, 1985 between 10.5 of the Exhibits filed with the
Power Test Realty Company Registrant's Registration Statement on
Limited Partnership and Form S-11 (Registration No. 2-97195).
Texaco Refining and
Marketing Inc.
32
<PAGE>
10.6 Form of Mortgage and Security Incorporated by reference to Exhibit
Agreement from Power Test 10.6 of the Exhibits filed with
Realty Company Limited Partner- Registrant's Registration Statement on
ship, as Mortgagor, to Texaco Form S-11(Registration No. 2-97195).
Refining and Marketing, Inc.,
as Mortgagee, dated
February 1, 1985.
10.7 Asset Purchase Agreement Filed as Exhibit 2(a) to Getty
between Getty Petroleum Corp. Petroleum Corp.'s (formerly Power Test
(formerly Power Test Corp.) Corp.) Current Report on Form 8-K dated
and Texaco Inc., Getty Oil February 19, 1985 (Commission File No.
Company, and Getty Refining 0-6386) and incorporated herein by
and Marketing Company, reference.
dated December 21, 1984.
10.8 Form of Real Property Leases Filed as Exhibit 2(e) to Getty
between Power Test Realty Petroleum Corp.'s (formerly Power Test
Company Limited Partnership, Corp.) Current Report on Form 8-K dated
as Lessor, and Getty Petroleum February 19, 1985 (Commission File No.
Corp. (formerly Power Test 0-6386) and incorporated herein by
Corp.) (either directly or reference.
indirectly through a wholly-
owned subsidiary), as Lessee,
each dated February 1, 1985.
10.9 Rolling Stock Lease between Filed as Exhibit 2(f) to Getty
Power Test Realty Company Petroleum Corp.'s (formerly Power Test
Limited Partnership, as Corp.) Current Report on Form 8-K dated
Lessor, and Power Test February 19, 1985 (Commission File No.
Petro Corp. (a wholly- 0-6386) and incorporated herein by
owned subsidiary of Getty reference.
Petroleum Corp.), as Lessee,
dated February 1, 1985.
10.10 Equipment Lease between Power Filed as Exhibit 2(g) to Getty
Test Realty Company Limited Petroleum Corp.'s (formerly Power Test
Partnership, as Lessor, and Corp.) Current Report on Form 8-K dated
Getty Petroleum Corp. (formerly February 19, 1985 (Commission File No.
Power Test Corp.) as Lessee, 0-6386) and incorporated herein by
dated February 1, 1985. reference.
10.11 Guaranty of Getty Petroleum Incorporated by reference to Exhibit
Corp. (formerly Power Test 10.11 of the Exhibits filed with the
Corp.) of lease obligations Registrant's Registration Statement on
of Getty Terminals Corp. Form S-11 (Registration No. 2-97195).
(formerly Clay Oil Terminals
Inc.), as lessee, to Power
Test Realty Company Limited
Partnership, as lessor.
33
<PAGE>
10.12 Guaranty of Getty Petroleum Incorporated by reference to Exhibit
Corp. (formerly Power Test 10.12 of the Exhibits filed with the
Corp.) of lease obligations Registrant's Registration Statement on
of Power Test Petro Corp., Form S-11 (Registration No. 2-97195).
as lessee, to Power Test
Realty Company Limited
Partnership, as lessor.
10.13 Newark Terminal Agreement Incorporated by reference to Exhibit
among Texaco Refining and 10.13 of the Exhibits filed with the
Marketing Inc., Power Registrant's Registration Statement on
Test Realty Company Limited Form S-11 (Registration No. 2-97195).
Partnership and The Chase
Manhattan Bank, N.A., dated
February 1, 1985.
10.14 Easement and ECRA Agreement Incorporated by reference to Exhibit
among Texaco Refining and 10.14 of the Exhibits filed with the
Marketing Inc., Texaco Inc., Registrant's Registration Statement on
Power Test Realty Company Form S-11 (Registration No. 2-97195).
Limited Partnership and Getty
Petroleum Corp. (formerly
Power Test Corp.), dated
February 1, 1985.
10.15 Promissory Note of Power Incorporated by reference to Exhibit
Test Realty Company Limited 10.15 of the Exhibits filed with the
Partnership to Peoples Bank, Registrant's Annual Report on Form 10-K
N.A., dated July 30, 1985. for the fiscal year ended December 31,
1985 (Commission File No. 2-97195).
10.16 Promissory Note of Power Test Incorporated by reference to Exhibit
Realty Company Limited 10.16 of the Exhibits filed with the
Partnership to John Hancock Registrant's Annual Report on Form 10-K
Mutual Life Insurance Company for the fiscal year ended December 31,
dated December 19, 1985. 1985 (Commission File No. 2-97195).
34
<PAGE>
10.17 Note Modification Agreement Incorporated by reference to Exhibit
dated April 18, 1986 between 10.17 of the Exhibits filed with the
Getty Petroleum Corp. and Registrant's Quarterly Report on Form
Power Test Realty Company 10-Q for the quarter ended March 31,
Limited Partnership. 1986 (Commission File No. 0-14557).
10.18 Promissory Note made as of Incorporated by reference to Exhibit
April 18, 1986 between Getty 10.18 of the Exhibits filed with the
Petroleum Corp. and Power Registrant's Quarterly Report on Form
Test Realty Company Limited 10-Q for the quarter ended June 30,
Partnership. 1986 (Commission File No. 0-14557).
10.19 Agreement extending maturity Incorporated by reference to Exhibit
date of Promissory Note made 10.19 of the Exhibits filed with the
as of April 18, 1986 between Registrant's Quarterly Report on Form
Getty Petroleum Corp. and 10-Q for the quarter ended September
Power Test Realty Company 30, 1986 (Commission File No. 0-14557).
Limited Partnership.
10.20 Loan Agreement between Power Incorporated by reference to Exhibit
Test Realty Company Limited 10.20 of the Exhibits filed with the
Partnership and Bank of New Registrant's Annual Report on Form 10-K
England, N.A. dated as of for the fiscal year ended December 31,
December 10, 1986. 1986 (Commission File No. 0-14557).
10.21 Hazardous Waste and PMPA Incorporated by reference to Exhibit
Indemnification Agreement 10.21 of the Exhibits filed with the
dated as of December 10, Registrant's Annual Report on Form 10-K
1986 among Getty Petroleum for the fiscal year ended December 31,
Corp., Power Test Realty 1986 (Commission File No. 0-14557).
Company Limited Partnership
and Bank of New England, N.A.
10.22 Mortgage Rider attached to Incorporated by reference to Exhibit
all Forms of Mortgages dated 10.22 of the Exhibits filed with the
December 10, 1986 between Registrant's Annual Report on Form 10-K
Power Test Realty Company for the fiscal year ended December 31,
Limited Partnership (the 1986 (Commission File No. 0-14557).
"Mortgagor") and Bank of
New England, N.A. (the
"Mortgagee"), filed in all
the various states, none of
which contain provisions of
substance.
35
<PAGE>
10.23 Note Agreement dated as of Incorporated by reference to Exhibit
December 1, 1986 between 10.23 of the Exhibits filed with the
Power Test Realty Company Registrant's Annual Report on Form 10-K
Limited Partnership and for the fiscal year ended December 31,
Massachusetts Mutual Life 1986 (Commission File No. 0-14557).
Insurance Company.
10.24 Guaranty Agreement dated Incorporated by reference to Exhibit
as of December 1, 1986 of 10.24 of the Exhibits filed with the
Getty Petroleum Corp. Registrant's Annual Report on Form 10-K
regarding distribution terminal for the fiscal year ended December 31,
leases between Power Test 1986 (Commission File No. 0-14557).
Realty Company Limited
Partnership and Getty Terminals
Corp.
10.25 Mortgage and Security Agreement Incorporated by reference to Exhibit
dated as of December 1, 1986 10.25 of the Exhibits filed with the
from Power Test Realty Company Registrant's Annual Report on Form 10-K
Limited Partnership to for the fiscal year ended December 31,
Massachusetts Mutual Life 1986 (Commission File No. 0-14557).
Insurance Company for the East
Providence Rhode Island
terminal, which is identical
to the Mortgage and Security
Agreements for the four other
terminals mortgaged under the
Note Agreement.
10.26 Amendment No. 1 dated Incorporated by reference to Exhibit
November 30, 1989 to Loan 10.26 of the Exhibits filed with the
Agreement between Power Registrant's Annual Report on Form 10-K
Test Realty Company Limited for the fiscal year ended December 31,
Partnership and Bank of New 1989 (Commission File No. 0-14557).
England, N.A. dated December
10, 1986.
27 Financial Data Schedule. 37
36
<PAGE>
EXHIBIT 27
------------
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS OF POWER TEST INVESTORS
LIMITED PARTNERSHIP AS OF DECEMBER 31, 1994 AND FOR THE YEAR THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 2,524
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 50,427
<DEPRECIATION> 18,524
<TOTAL-ASSETS> 40,459
<CURRENT-LIABILITIES> 0
<BONDS> 37,909
<COMMON> 0
0
0
<OTHER-SE> 2,192
<TOTAL-LIABILITY-AND-EQUITY> 40,459
<SALES> 0
<TOTAL-REVENUES> 11,088
<CGS> 0
<TOTAL-COSTS> 906
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,553
<INCOME-PRETAX> 5,861
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,861
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,861
<EPS-PRIMARY> .90
<EPS-DILUTED> .90
