=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 30, 1996 Commission file number 0-14557
------------------ -------
POWER TEST INVESTORS LIMITED PARTNERSHIP
--------------------------------------------------------
(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)
(516) 338 - 6000
-----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Registrant has 6,500,306 units of general and limited partnership interests
outstanding as of September 30, 1996.
=============================================================================
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
INDEX
PART I. FINANCIAL INFORMATION Page Number
- - ------------------------------ -----------
Item 1. Consolidated Financial Statements:
Balance Sheets - September 30, 1996 and December 31, 1995 1
Statements of Income - three and nine months ended
September 30, 1996 and 1995 2
Statements of Cash Flows - nine months ended
September 30, 1996 and 1995 3
Notes to Consolidated Financial Statements 4 - 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K 8
Signatures 8
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED BALANCE SHEETS
September 30, 1996 and December 31, 1995
September 30, December 31,
1996 1995
---- ----
(unaudited)
ASSETS
Cash and cash equivalents $ 3,668,854 $ 5,754,500
Net investment in direct financing leases 4,094,493 4,767,144
Fixed assets, at cost, net of accumulated
depreciation of $19,477,110 and $18,979,807,
respectively 29,687,272 29,913,036
Deferred charges, net of accumulated amortization
of $2,561,622 and $2,492,569, respectively 397,544 432,564
----------- -----------
$37,848,163 $40,867,244
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily interest $ 191,790 $ 277,453
Mortgage and note payable 31,923,975 35,456,493
Partners' capital,
6,500,306 and 6,501,577 units of
general and limited partnership interests
outstanding, respectively 5,732,398 5,133,298
----------- -----------
$37,848,163 $40,867,244
=========== ===========
See accompanying notes.
1
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three months ended Nine months ended
September 30, September 30,
------------- ------------
1996 1995 1996 1995
---- ---- ---- ----
Revenues:
Rental income $2,120,549 $2,211,551 $6,385,800 $6,684,323
Interest on direct financing
leases 201,509 256,912 638,892 796,707
Other income 54,801 737,611 853,503 1,324,825
---------- ---------- ---------- ----------
2,376,859 3,206,074 7,878,195 8,805,855
---------- ---------- ---------- ----------
Expenses:
Interest 562,649 866,447 1,694,001 2,637,659
General and administrative 219,437 196,797 628,797 614,870
Depreciation and amortization 215,558 224,933 643,808 676,241
Income applicable to minority
interest 14,191 19,432 49,872 49,601
---------- ---------- ---------- ----------
1,011,835 1,307,609 3,016,478 3,978,371
---------- ---------- ---------- ----------
Net income $1,365,024 $1,898,465 $4,861,717 $4,827,484
========== ========== ========== ==========
Net income per unit $.21 $.29 $.75 $.74
========== ========== ========== ==========
Distributions per unit $.185 $.185 $.655 $.555
========== ========== ========== ==========
Weighted average units
outstanding 6,500,685 6,509,523 6,500,992 6,510,138
========== ========== ========== ==========
See accompanying notes.
2
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1996 and 1995
(unaudited)
1996 1995
---- ----
Cash flows from operating activities:
Net income $4,861,717 $4,827,484
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 643,808 676,241
Amortization of investment in direct
financing leases 619,602 539,451
Gain on dispositions of properties (693,426) (1,185,529)
Minority interest 49,872 49,601
Change in assets and liabilities:
Increase in deferred charges (34,033) -
Decrease in accrued liabilities (85,663) (18,075)
---------- ----------
Net cash provided by operating activities 5,361,877 4,889,173
---------- ----------
Cash flows from investing activities:
Property acquisitions (576,717) -
Proceeds from dispositions of properties 974,201 1,671,312
---------- ----------
Net cash provided by investing activities 397,484 1,671,312
---------- ----------
Cash flows used in financing activities:
Proceeds from borrowings 1,500,000 -
Repayment of debt (5,032,518) (2,111,765)
Cash distributions (4,302,321) (3,650,576)
Purchase of partnership units (10,168) (10,763)
---------- ----------
Net cash used in financing activities (7,845,007) (5,773,104)
---------- ----------
Net increase (decrease) in cash and cash equivalents (2,085,646) 787,381
Cash and cash equivalents at beginning of period 5,754,500 2,523,681
---------- ----------
Cash and cash equivalents at end of period $3,668,854 $3,311,062
========== ==========
Supplemental disclosure of cash flow information -
Cash paid during the period for interest $1,765,276 $2,662,270
See accompanying notes.
3
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(unaudited)
1. Basis of Presentation:
The accompanying consolidated financial statements are unaudited but, in the
opinion of management, reflect all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation.
2. Organization:
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 ("Assets") formerly used in the petroleum marketing
operations of Getty Oil Company and Getty Refining and Marketing Company
located in the Northeastern and Mid- Atlantic states. The Operating
Partnership has leased to Getty Petroleum Corp. ("Getty") the Assets which
were acquired on February 1, 1985. The leases are principally for initial
periods of fifteen years expiring January 31, 2000 (subject to five ten-year
renewal periods through 2050) and provide for aggregate annual rental
payments of approximately $10,156,000 as of September 30, 1996. The general
partner of the Partnership and the Operating Partnership is CLS General
Partnership Corp. ("General Partner").
The limited partners of the Partnership contributed approximately 79% of the
capital of the Partnership and share pro rata with the General Partner (which
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 of limited partnership interests, respectively, further
increasing its ownership of the Partnership as of September 30, 1996 to
approximately 22.3%.
4
<PAGE>
3. Consolidation:
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 September 30, 1996 and 1995 has been reflected as "Income
applicable to minority interest" in the accompanying consolidated statements
of income.
4. Cash and Cash Equivalents:
As of September 30, 1996, $2,219,000 of cash is restricted for the
acquisition of additional properties or the repayment of debt. In addition,
the Operating Partnership is required, under the terms of its mortgage loan
agreement, to maintain cash balances or other investments of at least
$1,000,000 through December 31, 1998 and $500,000 thereafter. On October 1,
1996, the Operating Partnership reduced its outstanding mortgage loan balance
by $1,410,421 with a portion of such restricted funds.
5. Partners' Capital:
Total
General Limited Partners'
Partner Partners Capital
------- -------- -------
Balance, December 31, 1995 $1,108,974 $4,024,324 $5,133,298
Net income for the nine months
ended September 30, 1996 1,082,454 3,779,263 4,861,717
Distributions to unitholders (992,162) (3,310,159) (4,302,321)
Purchase of 1,271 partnership units - (10,168) (10,168)
Income applicable to minority interest 49,872 - 49,872
---------- ---------- ----------
Balance, September 30, 1996 $1,249,138 $4,483,260 $5,732,398
========== ========== ==========
As of September 30, 1996 and December 31, 1995, the General Partner's
minority interest amounted to $51,010 and $45,229, respectively, which is
included in "Total Partners' Capital".
6. Disposition of Properties:
In accordance with the terms of the lease, the Operating Partnership
sold three service station properties to Getty during 1996 for eleven
times the annual rentals, resulting in a net gain to the Partnership of
$657,570 for the nine months ended September 30, 1996. The Operating
5
<PAGE>
Partnership sold two service station properties to Getty during the third
quarter of 1995 for eleven times the annual rentals, resulting in a net gain
of $670,078 to the Partnership. For the nine months ended September 30, 1995,
gains on sales of three properties amounted to $1,009,553.
During 1996, three service station properties were subject to partial
condemnations which resulted in the taking of certain of the land. The
condemnations resulted in a net gain to the Partnership of $35,856 for the
nine months ended September 30, 1996. During 1995, the New Haven terminal
and a service station property were subject to partial condemnations which
resulted in the taking of certain of the land. The condemnations resulted in
a net gain to the Partnership of $17,482 and $175,976 for the three and nine
months ended September 30, 1995, respectively.
The net gains resulting from the aforementioned dispositions have been
reflected in "Other income" in the accompanying consolidated statements of
income.
6
<PAGE>
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 operations of the Operating Partnership consist
of leasing to Getty properties which were acquired by the Operating
Partnership on February 1, 1985. The leases are principally for initial
periods of fifteen years expiring January 31, 2000 (subject to five ten-year
renewal periods through 2050) and provide for aggregate annual rental
payments of approximately $10,156,000 as of September 30, 1996.
The decrease in rental income for the three and nine months ended September
30, 1996 as compared to the prior year periods is due to the sale of certain
properties, net of properties acquired.
The decrease in other income for the three and nine months ended September
30, 1996 as compared to the prior year periods is principally due to
decreased gains on dispositions of properties of $688,000 and $492,000,
respectively. Other income also includes interest income earned on
investments for each of the respective periods.
The decrease in interest expense for the three and nine months ended
September 30, 1996 as compared to the prior year periods is principally due
to lower interest rates and debt outstanding as a result of refinancing the
Operating Partnership's debt.
As of September 30, 1996, cash and cash equivalents amounted to $3,669,000,
of which $3,219,000 was restricted under the terms of the mortgage loan.
Restricted funds of $2,219,000 may be used to acquire additional properties
or to reduce the outstanding loan balance and the Operating Partnership is
required to maintain cash balances or other investments of at least
$1,000,000 through December 31, 1998 and $500,000 thereafter. On October 1,
1996, the Operating Partnership reduced its outstanding mortgage loan balance
by $1,410,421 with a portion of such restricted funds.
During the nine months ended September 30, 1996, the Operating Partnership
acquired three service station properties in New Jersey, and certain land
adjacent to an existing service station property in Massachusetts, for a
total of $577,000. The Operating Partnership has leased these locations to
Getty at fair market rentals.
On November 9, 1995, the Partnership announced that it may purchase in the
market from time to time up to 150,000 of its units at prices not to exceed
$8.00 per unit. In June 1995, the Partnership had offered to purchase units
for $7.50 per unit. Through September 30, 1996, the Partnership has
purchased 10,669 units for $82,953, of which 1,271 units were purchased for
$10,168 during the nine months ended September 30, 1996.
The Partnership has made quarterly cash distributions to its unitholders
since 1987. On December 2, 1996, a cash distribution of 18.5 cents per unit
will be paid to unitholders of record on November 1, 1996. On April 23,
1996, a special extra cash distribution of 10 cents per unit was paid to
unitholders of record on April 11, 1996.
7
<PAGE>
PART II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Designation of Exhibit
in this Quarterly Report
on Form 10-Q Description of Exhibit
------------ ----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POWER TEST INVESTORS LIMITED PARTNERSHIP
----------------------------------------
(Registrant)
By: /s/ Leo Liebowitz
------------------------------------------
Leo Liebowitz, President, Treasurer and a
Director of CLS General Partnership Corp.,
the General Partner (Principal Financial
and Accounting Officer)
Dated: November 13, 1996
8
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF POWER TEST INVESTORS LIMITED PARTNERSHIP
AS OF SEPTEMBER 30, 1996 AND FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 3,669
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 49,164
<DEPRECIATION> 19,477
<TOTAL-ASSETS> 37,848
<CURRENT-LIABILITIES> 0
<BONDS> 31,924
<COMMON> 0
0
0
<OTHER-SE> 5,732
<TOTAL-LIABILITY-AND-EQUITY> 37,848
<SALES> 0
<TOTAL-REVENUES> 7,878
<CGS> 0
<TOTAL-COSTS> 644
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,694
<INCOME-PRETAX> 4,862
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,862
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,862
<EPS-PRIMARY> .75
<EPS-DILUTED> .75
</TABLE>
