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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, 1997 Commission file number 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Jericho Turnpike, Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
(516) 338 - 6000
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(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
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Registrant has 6,500,306 units of general and limited partnership interests
outstanding as of September 30, 1997.
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POWER TEST INVESTORS LIMITED PARTNERSHIP
INDEX
PART I. FINANCIAL INFORMATION Page Number
- - ------------------------------ -----------
Item 1. Consolidated Financial Statements:
Balance Sheets - September 30, 1997 and December 31, 1996 1
Statements of Income - three and nine months ended
September 30, 1997 and 1996 2
Statements of Cash Flows - nine months ended
September 30, 1997 and 1996 3
Notes to Consolidated Financial Statements 4 - 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 8
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 9
Signatures 9
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POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED BALANCE SHEETS
September 30, 1997 and December 31, 1996
September 30, December 31,
1997 1996
---- ----
(unaudited)
ASSETS
Cash and equivalents $2,447,527 $1,867,103
Net investment in direct financing leases 3,123,443 3,868,626
Fixed assets, at cost, net of accumulated depreciation
of $20,180,418 and $19,668,909, respectively 28,834,568 29,495,473
Deferred charges, net of accumulated amortization
of $2,666,485 and $2,586,513, respectively 328,127 372,653
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$34,733,665 $35,603,855
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LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily interest $189,331 $194,370
Mortgage payable 27,931,554 29,509,054
Partners' capital, 6,500,306 units
of general and limited partnership interests
outstanding 6,612,780 5,900,431
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$34,733,665 $35,603,855
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See accompanying notes.
1
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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,
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1997 1996 1997 1996
---- ---- ---- ----
Revenues:
Rental income $2,114,172 $2,120,549 $6,358,603 $6,385,800
Interest on direct
financing leases 156,773 201,509 505,727 638,892
Other income 304,220 54,801 367,734 853,503
---------- ---------- ---------- ----------
2,575,165 2,376,859 7,232,064 7,878,195
---------- ---------- ---------- ----------
Expenses:
Interest 517,615 562,649 1,548,801 1,694,001
General and administrative 212,064 219,437 671,043 628,797
Depreciation and
amortization 219,608 215,558 654,676 643,808
Income applicable to
minority interest 16,616 14,191 44,674 49,872
---------- ---------- ---------- ----------
965,903 1,011,835 2,919,194 3,016,478
---------- ---------- ---------- ----------
Net income $1,609,262 $1,365,024 $4,312,870 $4,861,717
========== ========== ========== ==========
Net income per unit $.25 $.21 $.66 $.75
========== ========== ========== ==========
Distributions per unit $.185 $.185 $.555 $.655
========== ========== ========== ==========
Weighted average units
outstanding 6,500,306 6,500,685 6,500,306 6,500,992
========== ========== ========== ==========
See accompanying notes.
2
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POWER TEST INVESTORS LIMITED PARTNERSHIP
(A New York limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 1997 and 1996
(unaudited)
1997 1996
---- ----
Cash flows from operating activities:
Net income $4,312,870 $4,861,717
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 654,676 643,808
Amortization of investment
in direct financing leases 745,183 619,602
Gain on dispositions of properties (267,625) (693,426)
Minority interest 44,674 49,872
Changes in assets and liabilities:
Increase in deferred charges (35,446) (34,033)
Decrease in accrued liabilities (5,039) (85,663)
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Net cash provided by operating activities 5,449,293 5,361,877
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Cash flows from investing activities:
Property acquisitions - (576,717)
Proceeds from dispositions of properties 353,826 974,201
---------- ----------
Net cash provided by investing activities 353,826 397,484
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Cash flows used in financing activities:
Proceeds from borrowings - 1,500,000
Repayment of debt (1,577,500) (5,032,518)
Cash distributions (3,645,195) (4,302,321)
Purchase of partnership units - (10,168)
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Net cash used in financing activities (5,222,695) (7,845,007)
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Net increase (decrease) in cash and equivalents 580,424 (2,085,646)
Cash and equivalents at beginning of period 1,867,103 5,754,500
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Cash and equivalents at end of period $2,447,527 $3,668,854
========== ==========
Supplemental disclosure of cash flow information -
Cash paid during the period for interest $1,548,109 $1,765,276
See accompanying notes.
3
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POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
(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. These statements should be read
in conjunction with the consolidated financial statements and related notes
which appear in Power Test Investors Limited Partnership's ("Partnership")
Annual Report on Form 10-K for the year ended December 31, 1996.
2. Organization:
The 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 Realty Corp., formerly known as
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
$10,274,000 as of September 30, 1997. 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, 1997 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, 1997 and
1996 has been reflected as "Income applicable to minority interest" in the
accompanying consolidated statements of income.
4. Cash and Equivalents:
As of September 30, 1997, $364,000 of cash is restricted, under the terms of
its mortgage loan agreement, for the acquisition of additional properties or
the repayment of debt. In addition, 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.
5. Mortgage and Note Payable:
On August 1, 1997, the Operating Partnership prepaid the $375,000 remaining
balance of the note which was originally payable through January 1, 1998.
6. Partners' Capital:
Total
General Limited Partners'
Partner Partners Capital
------- -------- --------
Balance, December 31, 1996 $1,288,035 $4,612,396 $5,900,431
Net income for the nine months
ended September 30, 1997 960,355 3,352,515 4,312,870
Distributions to unitholders (840,848) (2,804,347) (3,645,195)
Income applicable to minority interest 44,674 - 44,674
---------- ---------- -----------
Balance, September 30, 1997 $1,452,216 $5,160,564 $6,612,780
========== ========== ==========
As of September 30, 1997 and December 31, 1996, the General Partner's
minority interest amounted to $60,061 and $52,908, respectively, which is
included in "Total Partners' Capital".
7. Dispositions of Properties:
In accordance with the terms of the lease, the Operating Partnership sold one
service station property to Getty during the three months ended September 30,
1997 for eleven times the annual rental, resulting in a net gain to the
Partnership of $267,625 for the three and nine months ended
5
<PAGE>
September 30, 1997. During 1996, the Operating Partnership sold three
service station properties to Getty 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. In addition, during the 1996 period, three service
stations properties were subject to partial condemnations which resulted in
the taking of certain of the land. The condemnations resulted in net gains
to the Partnership of $35,856 for the nine months ended September 30, 1996.
The net gains resulting from the aforementioned dispositions have been
reflected in "Other income" in the accompanying consolidated statements of
income.
8. Subsequent Event:
On November 3, 1997, the Operating Partnership sold one service station
property to Getty for $484,000, increasing restricted cash by such amount to
$848,000. Also on November 3, 1997, the Operating Partnership used $847,000
of such restricted funds to reduce its outstanding mortgage loan.
6
<PAGE>
Item 2. 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 $10,274,000 as of September 30, 1997.
The decrease in rental income for the three and nine months ended September
30, 1997 as compared to the prior year periods is due to the sale of certain
properties, net of properties acquired.
The increase in other income for the three months ended September 30, 1997 as
compared to the prior year period is principally due to a gain of $268,000 on
the sale of one service station property. The decrease in other income for
the nine months ended September 30, 1997 as compared to the prior year period
is principally due to decreased gains on dispositions of properties of
$426,000. 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, 1997 as compared to the prior year periods is principally due
to lower debt outstanding.
General and administrative expenses were comparable for the three month
periods ended September 30, 1997 and 1996. The increase in general and
administrative expenses for the nine months ended September 30, 1997 as
compared to the prior year period is principally due to higher state and
local taxes levied at the partnership level.
On August 1, 1997, the Operating Partnership prepaid the $375,000 remaining
balance of a note which was originally payable through January 1, 1998.
As of September 30, 1997, cash and equivalents amounted to $2,448,000, of
which $1,364,000 was restricted under the terms of the mortgage loan.
Restricted funds of $364,000 may be used to acquire additional properties or
to reduce the outstanding mortgage 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 November 3,
1997, the Operating Partnership sold one service station property to Getty
for $484,000, increasing restricted cash by such amount to $848,000. Also on
November 3, 1997, the Operating Partnership used $847,000 of such restricted
funds to reduce its outstanding mortgage loan.
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.
7
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 purchased
10,669 Units at an aggregate cost of $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 1, 1997, a cash distribution of 18.5 cents per unit
will be paid to unitholders of record on November 3, 1997.
8
PART II. OTHER INFORMATION
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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
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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
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(Registrant)
By: /s/ Leo Liebowitz
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Leo Liebowitz, President, Treasurer and a
Director of CLS General Partnership Corp.,
the General Partner (Principal Financial
and Accounting Officer)
Dated: November 12, 1997
9
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<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, 1997 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-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,448
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 49,015
<DEPRECIATION> 20,180
<TOTAL-ASSETS> 34,734
<CURRENT-LIABILITIES> 0
<BONDS> 27,932
0
0
<COMMON> 0
<OTHER-SE> 6,613
<TOTAL-LIABILITY-AND-EQUITY> 34,734
<SALES> 0
<TOTAL-REVENUES> 7,232
<CGS> 0
<TOTAL-COSTS> 655
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,549
<INCOME-PRETAX> 4,313
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,313
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,313
<EPS-PRIMARY> .66
<EPS-DILUTED> .66
</TABLE>
