==========================================================================
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, 1995 Commission File No. 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)
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
$28,882,422 as of March 21, 1996.
Registrant has 6,501,063 units of general and limited partnership
interests outstanding as of March 21, 1996.
==========================================================================
<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
principally 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 partners'
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 22.3%.
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 under
leases in effect at December 31, 1995.
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, 1995, the Operating Partnership owned 291 gasoline
service stations located in Connecticut (25), Delaware (11), Maine (6),
Maryland (3), Massachusetts (41), New Hampshire (7), New Jersey (81), New
York (56), Pennsylvania (51), 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 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 underground storage tanks and related equipment, which are
scheduled to be replaced or upgraded 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, 1999 covering a distribution terminal located in South Portland,
Maine, which it had subleased to a wholly-owned subsidiary of Getty
Petroleum Corp. through December 14, 1995. Effective December 15, 1995,
the terminal was subleased by the Operating Partnership to an unrelated
third party through May 14, 1999. The sublessee has the option to purchase
the Operating Partnership's interest in the ground lease and improvements
at the terminal at decreasing amounts through the term of the sublease. The
ground lease and the sublease contain provisions for additional renewal
periods subject to mutual agreement.
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
1995.
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 1995.
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, 1995, there were 593 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, 1995.
<TABLE>
<CAPTION>
Partnership
-----------
December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total revenues
(leasing activities) $ 9,858,197 $10,316,092 $10,461,177 $10,576,487 $10,704,636
Net income 7,800,328 5,860,624 5,199,772 5,746,425 5,245,176
Net income per unit 1.20 .90 .80 .88 .81
Total assets 40,867,244 40,459,472 41,916,319 43,040,401 44,441,762
Mortgages payable 35,456,493 37,908,888 40,440,483 41,927,371 44,040,849
Distributions per unit .74 .74 .74 .725 .68
</TABLE>
<TABLE>
<CAPTION>
Operating Partnership
---------------------
December 31,
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total revenues
(leasing activities) $ 9,858,197 $10,316,092 $10,461,177 $10,576,487 $10,704,636
Net income 8,090,814 5,959,287 5,305,722 5,856,428 5,329,748
Total assets 40,629,375 40,081,693 41,633,796 42,835,664 44,414,334
Mortgages payable 35,456,493 37,908,888 40,440,483 41,927,371 44,040,849
</TABLE>
4
<PAGE>
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
substantially all 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.
The operations of the Operating Partnership principally 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 provide for aggregate annual rental payments of approximately
$10,330,000 as of December 31, 1995 (See Note 5 of Notes to Consolidated
Financial Statements).
The decrease in rental income for the year ended December 31, 1995 as
compared to the prior year was due to the sale of certain properties.
Other income for the years ended December 31, 1995 and 1994 principally
represents gains on dispositions of properties and interest income. During
1995, the Operating Partnership sold fourteen service stations to Getty
Petroleum Corp. for an aggregate amount of $4,591,114 or eleven times the
aggregate annual rentals of $417,374, which resulted in a net gain of
$3,128,372 to the Partnership. During 1995, the New Haven terminal and a
service station property were subject to partial condemnations resulting in
the taking of certain of the land. The condemnation awards were allocated
to the Operating Partnership and Getty Petroleum Corp. in accordance with
the formula set forth in the lease. The condemnations resulted in a net
gain to the Partnership of $175,977. 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.
General and administrative expense in 1995 amounted to $935,000, an
increase of $226,000 as compared to 1994, primarily due to state and local
taxes levied at the partnership level.
Interest expense in 1995 amounted to $3,651,000, an increase of $98,000 as
compared to 1994. The increase in 1995 was primarily due to a payment of
$279,000 to terminate an interest rate swap agreement in connection with
the refinancing of a mortgage loan. The increase was partially offset by a
reduction in the Operating Partnership's outstanding mortgage balances and
lower interest rates as a result of the refinancing. Interest expense in
1994 amounted to $3,553,000, a decrease of $137,000 as compared to 1993.
The net decrease from 1993 to 1994 was principally due to a reduction in
the Operating Partnership's outstanding mortgages.
5
<PAGE>
On October 31, 1995, the Operating Partnership refinanced a mortgage loan
which was payable through January 1, 1997. The loan had an outstanding
balance of $31,845,000 at an interest rate of prime. The refinanced loan
provides for interest at LIBOR plus 1.125% to 1.75 % per annum, depending
on the Funded Debt Ratio, as defined, of Getty Petroleum Corp. (LIBOR plus
1.375 % or 7.35% at December 31, 1995). The Partnership expects that the
refinancing and termination of the interest rate swap agreement will result
in interest savings of approximately $900,000 in 1996 as compared to 1995.
On January 3, 1996, the Operating Partnership repaid a mortgage loan in the
amount of $3,696,000 which was originally payable through January 1, 2000
at an interest rate of 10.125%. In connection with the repayment, the
Operating Partnership borrowed $1,500,000 on an unsecured basis at LIBOR
plus 1.5%.
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.
On November 9, 1995, the Partnership announced that it may purchase in the
market from time to time through March 15, 1996 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 March 15, 1996, the
Partnership purchased 9,912 Units at an aggregate cost of $76,897.
At December 31, 1995, cash and cash equivalents amounted to $5,755,000, of
which $2,196,000 was used in connection with the refinancing in January
1996 and $2,896,000 which was restricted under the terms of the mortgage
loan. Restricted funds of $1,896,000 may be used to acquire additional
properties or to reduce the outstanding loan balance. Cash in excess of
operating and debt service requirements for the years ended December 31,
1995, 1994 and 1993 was principally distributed to unitholders in the form
of quarterly cash distributions which aggregated $.74 per unit each of the
years. In 1996, the Partnership anticipates that it will continue to make
quarterly cash distributions to holders of Units.
6
<PAGE>
Item 8. Financial Statements and Supplementary Data
Page
------
Report of Independent Accountants 11
Consolidated Financial Statements:
Balance Sheets - December 31, 1995 and 1994 12
Statements of Income - for the years ended
December 31, 1995, 1994 and 1993 13
Statements of Cash Flows - for the years
ended December 31, 1995, 1994 and 1993 14
Notes to Consolidated Financial Statements 15 - 22
Schedule III - Real Estate and Accumulated
Depreciation as of December 31, 1995 23 - 24
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
7
<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 68, 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 68, 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 67, 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.
8
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Name of Units Beneficially Owned Percent
Beneficial Owner December 31, 1995 (1) of Class
- - ----------------- --------------------------------- --------
Leo Liebowitz 1,235,007 Units of general and
limited partnership interests (2) 19.00%
Milton Safenowitz 1,333,721 Units of general and
limited partnership interests (3) 20.51%
Milton Cooper 534,403 Units of general and
limited partnership interests (4) 8.22%
Directors and officers as 3,103,131 Units of general and
a Group limited partnership interests (5) 47.73%
(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, 35,069
Units owned by the General Partner 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 657,174 Units held by The Milton Safenowitz Irrevocable
Trust, of which Mr. Safenowitz is the beneficiary. Also includes 557,400
Units held as general partnership interests, 34,746 Units owned by the
General Partner and 84,401 Units held by The Marilyn Safenowitz Irrevocable
Trust, of which Mr. Safenowitz's wife is the beneficiary. Excludes 296,766
Units held by his children, for which Mr. Safenowitz disclaims beneficial
ownership.
(4) Includes 242,527 Units held as general partnership interests, 15,118
Units owned by the General Partner, 11,439 Units held by a Retirement Fund
of which he is a beneficiary and 40,500 Units held by a charitable
foundation of which he is the President. Excludes 127,630 Units held by
his wife and 28,356 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.
9
<PAGE>
Item 13. Certain Relationships and Related Transactions
The Operating Partnership paid $646,000 to Getty Petroleum Corp. for
management services and other expenses during the year ended December 31,
1995.
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.
10
<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 Partnership'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, 1995 and
1994, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1995 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.
New York, New York
February 23, 1996.
11
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
1995 1994
---- ----
ASSETS
Cash and cash equivalents (Note 2) $5,754,500 $2,523,681
Net investment in direct financing
leases (Notes 4 and 5) 4,767,144 5,747,246
Fixed assets, at cost, net of
accumulated depreciation
(Notes 3, 4 and 5) 29,913,036 31,903,386
Deferred charges, net of accumulated
amortization of $2,492,569 and
$2,332,576, respectively 432,564 285,159
----------- -----------
$40,867,244 $40,459,472
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily
interest $277,453 $358,438
Mortgages payable (Note 4) 35,456,493 37,908,888
Commitments (Note 5)
Partners' capital,
6,501,577 and 6,510,975 units of
general and limited partnership
interests outstanding, respectively
(Notes 2 and 6) 5,133,298 2,192,146
----------- -----------
$40,867,244 $40,459,472
=========== ===========
See accompanying notes.
12
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1995, 1994 and 1993
1995 1994 1993
---- ---- ----
Revenues (Note 5):
Rental income $8,826,750 $9,138,669 $9,171,653
Interest on direct
financing leases 1,031,447 1,177,423 1,289,524
Other income 3,533,222 772,158 85,393
---------- ---------- ----------
13,391,419 11,088,250 10,546,570
---------- ---------- ----------
Expenses:
Interest (Note 4) 3,651,452 3,553,091 3,690,314
General and administrative (Note 5) 934,658 708,482 694,626
Depreciation and
amortization 924,029 906,428 908,772
Income applicable to
minority interest 80,952 59,625 53,086
---------- ---------- ----------
5,591,091 5,227,626 5,346,798
---------- ---------- ----------
Net income $7,800,328 $5,860,624 $5,199,772
========== ========== ==========
Net income per unit $1.20 $0.90 $0.80
========== ========== ==========
Distributions per unit $0.74 $0.74 $0.74
========== ========== ==========
Weighted average units
outstanding 6,509,712 6,510,975 6,510,975
========== ========== ==========
See accompanying notes.
13
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(A New York limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994 and 1993
1995 1994 1993
---- ---- ----
Cash flows from operating activities:
Net income $7,800,328 $5,860,624 $5,199,772
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 924,029 906,428 908,772
Amortization of investment
in direct financing leases 728,785 617,939 519,656
Gain on dispositions of fixed assets (3,304,349) (658,532) -
Minority interest 80,952 59,625 53,086
Changes in assets and
liabilities:
Increase in deferred charges (307,398) - -
Increase (decrease) in accrued liabilities (80,985) 22,649 (21,902)
----------- ---------- ----------
Net cash provided by
operating activities 5,841,362 6,808,733 6,659,384
----------- ---------- ----------
Cash flows from investing
activities:
Proceeds from dispositions
of fixed assets 4,781,980 1,131,119 -
----------- ---------- ----------
Net cash provided by
investing activities 4,781,980 1,131,119 -
----------- ---------- ----------
Cash flows used in financing activities:
Mortgage principal payments (2,452,395) (2,531,595) (1,486,888)
Cash distributions (4,867,343) (4,868,150) (4,868,150)
Purchase of partnership units (72,785) - -
----------- ---------- ----------
Net cash used in financing activities (7,392,523) (7,399,745) (6,355,038)
----------- ---------- ----------
Net increase in cash and cash equivalents 3,230,819 540,107 304,346
Cash and cash equivalents at
beginning of year 2,523,681 1,983,574 1,679,228
----------- ---------- ----------
Cash and cash equivalents at
end of year (Note 2) $5,754,500 $2,523,681 $1,983,574
=========== ========== ==========
Supplemental disclosure of
cash flow information
Cash paid during the
year for interest $3,718,824 $3,556,886 $3,711,016
See accompanying notes.
14
<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 principally 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. Since
the Operating Partnership has leased substantially all 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. 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
as of December 31, 1995 to approximately 22.3%.
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, 1995, 1994 and 1993 has been reflected as
"Income applicable to minority interest" in the accompanying consolidated
statements of income. As of December 31, 1995 and 1994, the General
Partner's minority interest amounted to $45,229 and $14,305, respectively,
which is included in "Partners' Capital" in the accompanying consolidated
balance sheets (See Note 6).
Condensed summarized financial information for the Operating Partnership as
of December 31, 1995 and 1994 and for the years then ended is as follows:
1995 1994
---- ----
Total assets (principally property
leased to Getty Petroleum Corp.) $40,629,375 $40,081,693
Total liabilities (principally
mortgages payable) 35,695,750 38,238,882
Total revenues (leasing activities) 9,858,197 10,316,092
Net income 8,090,814 5,959,287
15
<PAGE>
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. As of
December 31, 1995, $1,896,000 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.
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 through November 1, 2000, the term of the related
debt agreement.
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
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.
16
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
3. Fixed Assets:
Fixed assets consist of the following:
Depreciable
1995 1994 Life (Years)
---- ---- ------------
Land $26,070,642 $27,229,298
Buildings 12,094,092 12,293,495 16
Machinery and equipment 10,464,261 10,640,615 6
Furniture and fixtures 263,848 263,848 6
----------- -----------
48,892,843 50,427,256
Less, accumulated
depreciation (18,979,807) (18,523,870)
----------- -----------
$29,913,036 $31,903,386
=========== ===========
4. Mortgages Payable:
Mortgages payable consist of the following:
1995 1994
---- ----
Mortgage payable through
November 1, 2000 (a) $31,759,998 $33,516,404
Mortgage payable through
January 1, 2000 (b) 3,696,495 4,392,484
----------- -----------
$35,456,493 $37,908,888
=========== ===========
(a) On October 31, 1995, the Operating Partnership refinanced a mortgage
loan which was originally payable through January 1, 1997. In
connection with the refinancing, $279,000 was paid to terminate an
interest rate swap agreement, which amount is included in "Interest
Expense" in the accompanying consolidated statement of income for the
year ended December 31, 1995. The refinanced loan bears interest at
LIBOR plus 1.125 % to 1.75% per annum, depending on the Funded Debt
Ratio of Getty Petroleum Corp. (LIBOR plus 1.375 % or 7.35% at December
31, 1995). Principal payments are $85,000 per month through December
1, 1999 and $175,000 per month thereafter through October 1, 2000.
17
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
The balance of the loan of $25,929,998 is due on November 1, 2000.
Additional principal payments are due upon disposition of properties
collateralizing the loan. The mortgage is collateralized by
substantially all of the Operating Partnership's properties. The terms
of the mortgage loan agreement include certain restrictions which
relate to, among other things, the maintenance of a minimum debt
service ratio and the incurrence of additional indebtedness.
(b) Mortgage loan fully repaid on January 3, 1996. On January 3, 1996, the
Operating Partnership entered into a $1,500,000 unsecured note
agreement with a bank due January 1, 1998. The note bears interest at
LIBOR plus 1.5 %. Principal payments are $62,500 per month commencing
on February 1, 1996.
Aggregate principal payments in subsequent years relating to mortgages
payable are as follows:
1996 $ 3,903,995
1997 1,770,000
1998 1,082,500
1999 1,020,000
2000 27,679,998
-----------
$35,456,493
===========
5. Leases and Related Party Transactions:
At December 31, 1995, the Operating Partnership owned 291 gasoline service
station properties and five petroleum product distribution terminals ("Fee
Properties"), marketing equipment and a leasehold interest in a petroleum
distribution terminal ("Leased Property"). The Operating Partnership
leases the Fee Properties to Getty Petroleum Corp. on a long-term net lease
basis principally in the Northeastern and Middle Atlantic states. 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. The Leased Property was subleased to Getty
Petroleum Corp. through December 14, 1995 and thereafter to an unrelated
third party.
18
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
Future minimum rentals due to the Operating Partnership under operating and
direct financing leases as of December 31, 1995 are as follows:
Direct
Operating Financing
Years ending December 31, Leases Leases Total
- - ------------------------- ----------- ---------- -----
1996 $ 8,639,265 $1,690,632 $10,329,897
1997 8,640,865 1,690,632 10,331,497
1998 8,640,865 1,690,632 10,331,497
1999 8,418,927 1,690,632 10,109,559
2000 694,799 140,886 835,685
----------- ---------- -----------
$35,034,721 $6,903,414 $41,938,135
=========== ========== ===========
The components of the net investment in direct financing leases as of
December 31, 1995 and 1994 are as follows:
1995 1994
---- ----
Minimum lease payments receivable $ 6,903,414 $ 9,056,182
Less, unearned income (2,136,270) (3,308,936)
----------- -----------
$ 4,767,144 $ 5,747,246
=========== ===========
The net investment in direct financing leases as of December 31, 1995 and
1994 is comprised of the following:
1995 1994
---- ----
Land $ 34,930 $ 34,930
Buildings 5,421,335 5,713,563
Equipment 2,896,409 3,028,760
----------- -----------
8,352,674 8,777,253
Less, amortization of investment
in direct financing leases (3,585,530) (3,030,007)
----------- -----------
$ 4,767,144 $ 5,747,246
=========== ===========
19
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
During the periods ended December 31, 1995, 1994 and 1993, the Operating
Partnership paid $646,000, $622,000 and $598,000, respectively, to Getty
Petroleum Corp. for management services and other expenses.
During 1995, the Operating Partnership sold fourteen service stations to
Getty Petroleum Corp. for an aggregate amount of $4,591,114 or eleven times
the aggregate annual rentals of $417,374, which resulted in a net gain of
$3,128,372 to the Partnership. During 1995, the New Haven terminal and a
service station property were subject to partial condemnations resulting in
the taking of certain of the land. The condemnation awards were allocated
to the Operating Partnership and Getty in accordance with the formula set
forth in the lease. The condemnations resulted in a net gain to the
Partnership of $175,977. 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. 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.
20
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
6. Partners' Capital:
Total
General Limited Partners'
Partner (a) Partners (b) Capital
----------- ------------ ----------
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
Partnership net expenses (46,590) (162,944) (209,534)
Partnership's share of Operating
Partnership's net income 1,780,995 6,228,867 8,009,862
Distributions to unitholders (1,071,103) (3,746,212) (4,817,315)
Purchase of partnership units - (72,785) (72,785)
Income applicable to minority
interest is excess of
distributions 30,924 - 30,924
---------- ---------- ----------
Balance, December 31, 1995 $1,108,974 $4,024,324 $5,133,298
========== ========== ==========
(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, the President and Chief Executive Officer
of Getty Petroleum Corp.
21
<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.
On November 9, 1995, the Partnership announced that it may purchase in the
market from time to time through March 15, 1996 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 December 31, 1995,
the Partnership purchased 9,398 units at an aggregate cost of $72,785.
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 income taxes at the partnership level but is includable in the
individual tax returns of the partners.
Net income for financial statement purposes of $7,800,328, $5,860,624 and
$5,199,772 for the years ended December 31, 1995, 1994 and 1993,
respectively, differs from the taxable income of $8,532,948, $6,418,813 and
$5,561,865 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.
22
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
Schedule III - REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1995
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 (4,970,834) (606,972) (5,577,806)
----------- ----------- -----------
Gross assets at December
31, 1995 (c) (d) (e) 48,892,843 8,352,674 57,245,517
Accumulated depreciation (f) (18,979,807) - (18,979,807)
Amortization of investment in
direct financing leases - (3,585,530) (3,585,530)
----------- ----------- -----------
Net assets $29,913,036 $ 4,767,144 $34,680,180
=========== =========== ===========
(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, 1995, the Operating Partnership owned 291 gasoline
service station properties located in Connecticut (25), Delaware (11),
Maine (6), Maryland (3), Massachusetts (41), New Hampshire (7), New
Jersey (81), New York (56), Pennsylvania (51), 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
$57,501,598.
(f) Buildings are depreciated over 16 years. See Notes 2 and 3 of Notes to
Consolidated Financial Statements.
23
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1995
Property Under
--------------
Direct
Operating Financing
Leases Leases Total
----------- ----------- -----------
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
Retirements or sales (1,534,413) (424,579) (1,958,992)
----------- ----------- -----------
Balance at December 31, 1995 $48,892,843 $ 8,352,674 $57,245,517
=========== =========== ===========
Accumulated Accumulated
Depreciation Amortization
of of Direct
Operating Financing
Leases Leases Total
----------- ---------- ------
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
Additions 764,036 728,785 1,492,821
Retirements or sales (308,099) (173,262) (481,361)
----------- ----------- -----------
Balance at December 31, 1995 $18,979,807 $ 3,585,530 $22,565,337
=========== =========== ===========
24
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K:
Page
----
(a) (1) Financial Statements:
Report of Independent Accountants 11
Consolidated Financial Statements:
Balance Sheets - December 31, 1995 and 1994 12
Statements of Income - for the years ended
December 31, 1995, 1994 and 1993 13
Statements of Cash Flows - for the years
ended December 31, 1995, 1994 and 1993 14
Notes to Consolidated Financial Statements 15 - 22
(a) (2) Schedule:
III - Real Estate and Accumulated Depreciation
as of December 31, 1995 23 - 24
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)).
25
<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)).
26
<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).
27
<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)).
28
<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)).
29
<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)).
10.27 Amended and Restated Loan Agreement dated as of October 31,
1995 between Power Test Realty Company Limited Partnership and
Fleet Bank of Massachusetts, N.A., as successor to Bank of New
England, N.A. (Incorporated herein by reference to Exhibit
10.27 of the Exhibits filed with the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995
(Commission File No. 0-14557)).
30
<PAGE>
10.28 Note Agreement dated as of January 3, 1996 between Power Test
Realty Company Limited Partnership and Chemical Bank.
(Incorporated herein by reference to Exhibit 10.28 of the
Exhibits filed with the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File
No. 0-14557))
27 Financial Data Schedule.
(b) Report on Form 8-K: None
31
<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 \s\ Leo Liebowitz
-----------------------------------------------------
Leo Liebowitz, President, Treasurer and a Director of
CLS General Partnership Corp., the General Partner
(Principal Financial and Accounting Officer)
Date March 28, 1996
--------------
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 \s\ Milton Safenowitz
------------------------------------------------------
Milton Safenowitz, Executive Vice President, Assistant
Secretary and a Director of CLS General Partnership
Corp., the General Partner
Date March 28, 1996
--------------
By \s\ Milton Cooper
------------------------------------------------------------
Milton Cooper, Secretary, Assistant Treasurer and a Director
of CLS General Partnership Corp., the General Partner
Date March 28, 1996
--------------
32
<PAGE>
EXHIBIT INDEX
Power Test Investors Limited Partnership
Annual Report on Form 10-K for the year ended December 31, 1995
-----------------------------------------------------------------
Begins on
Exhibit 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).
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 No. 2-97195).
Limited Partnership and
related Note.
10.1(a) Note Modification Agreement Incorporated by reference to Exhibit
dated January 22, 1986 10.1(a) of the Exhibits filed with
amending the Loan Agreement the Registrant's Annual Report on Form
dated February 1, 1985 and 10-K for the fiscal year ended
related Note (10.1), December 31, 1985 (Commission File No.
Collateral Assignment and 2-97195).
Security 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.
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 Petroleum
between Getty Petroleum Corp. Corp.'s (formerly Power Test Corp.)
(formerly Power Test 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 Petroleum
between Power Test Realty Corp.'s (formerly Power Test Corp.)
Company Limited Partnership, 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 Petroleum
Power Test Realty Company Corp.'s (formerly Power Test Corp.)
Limited Partnership, as 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 Petroleum
Test Realty Company Limited Corp.'s (formerly Power Test Corp.)
Partnership, as Lessor, and 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.
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).
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, 1986
Partnership. (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 30,
Power Test Realty Company 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.
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.
10.27 Amended and Restated Loan Incorporated by reference to Exhibit
Agreement dated as of 10.27 of the Exhibits filed with the
October 31, 1995 between Registrant's Annual Report on Form 10-K
Power Test Realty Company for the fiscal year ended December 31,
Limited Partnership and 1995 (Commission File No. 0-14557).
Fleet Bank of Massachusetts,
N.A., as successor to Bank
of New England, N.A.
10.28 Note Agreement dated as of Incorporated by reference to Exhibit
January 3, 1996 between 10.28 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,
Chemical Bank. 1995 (Commission File No. 0-14557).
27 Financial Data Schedule 40
<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 DECEMBER 31, 1995 AND FOR THE YEAR THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,755
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 48,893
<DEPRECIATION> 18,980
<TOTAL-ASSETS> 40,867
<CURRENT-LIABILITIES> 0
<BONDS> 35,456
<COMMON> 0
0
0
<OTHER-SE> 5,133
<TOTAL-LIABILITY-AND-EQUITY> 40,867
<SALES> 0
<TOTAL-REVENUES> 13,391
<CGS> 0
<TOTAL-COSTS> 924
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,651
<INCOME-PRETAX> 7,800
<INCOME-TAX> 0
<INCOME-CONTINUING> 7,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,800
<EPS-PRIMARY> 1.20
<EPS-DILUTED> 1.20
</TABLE>
