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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 0-14557
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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
----- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the units of general and limited partnership
interests held by non-affiliates of the registrant amounted to $29,713,906 as
of March 17, 1997.
The registrant has 6,500,306 units of general and limited partnership
interests outstanding as of March 17, 1997.
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<PAGE>
PART I
Item 1. Business
Power Test Investors Limited Partnership ("Partnership") is a New York
limited partnership which was formed in January 1985 to invest in and become
the limited partner in Power Test Realty Company Limited Partnership
("Operating Partnership"), also a New York limited partnership. The
Operating Partnership was formed to acquire, own, lease and sell or dispose
of certain of the assets ("Getty Oil Assets") constituting the tangible
assets (other than petroleum product inventories) used in the petroleum
marketing operations of Getty Oil Company ("Getty Oil") and Getty Refining
and Marketing Company (the name of which was changed to Texaco Refining and
Marketing Inc. ("TRMI")) located in the Northeastern and Mid-Atlantic states.
The general partner of the Partnership and the Operating Partnership is CLS
General Partnership Corp. ("General Partner"), a Delaware corporation. The
three shareholders of the General Partner are the principal shareholders of
Getty Petroleum Corp. (See Item 10).
On February 1, 1985, the Operating Partnership purchased the Getty Oil Assets
for approximately $68 million from TRMI. The Operating Partnership
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 as of December 31, 1996 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 Partnership assets, and are therefore materially
dependent upon the ability of Getty Petroleum Corp. to meet its obligations
under the leases and subleases of the Partnership 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, 1996.
2
<PAGE>
Substantially all of the Operating Partnership assets are subleased by Getty
Petroleum Corp. to Getty Petroleum Marketing Inc., which company was spun-off
to the stockholders of Getty Petroleum Corp. on March 21, 1997. Therefore,
the ability of Getty Petroleum Corp. to pay the rent due to the Operating
Partnership is materially dependent on the ability of Getty Petroleum
Marketing Inc. to pay the rent due to Getty Petroleum Corp. (For information
concerning Getty Petroleum Marketing Inc., see the Information Statement
which is included in the Registration Statement on Form 10 filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, Commission File No. 001-14990.)
Getty Petroleum Corp. announced that on March 31, 1997 it will change its
name to Getty Realty Corp.
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, 1996, 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 (84), New York (55),
Pennsylvania (49), Rhode Island (9) and Vermont (1). Each of the service
stations is leased to Getty Petroleum Corp. which either operated or
subleased the service stations. The Operating Partnership also owned five
petroleum distribution terminals located in Connecticut, New Jersey, New York
(2) and Rhode Island which are also leased to 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 Getty Petroleum Corp. 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 ground lease and the sublease contain provisions for
additional renewal periods. The sublessee has the option to purchase the
Operating Partnership's interest in the improvements at the terminal at
decreasing amounts through the term of the lease.
3
<PAGE>
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 1996.
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 1996.
4
<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, 1996, there were 567 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, 1996.
<TABLE>
<CAPTION>
Partnership
------------
December 31,
1996 1995 1994 1993 1992
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues
(leasing activities) $9,337,752 $ 9,858,197 $10,316,092 $10,461,177 $10,576,487
Net income 6,230,409 7,800,328 5,860,624 5,199,772 5,746,425
Net income per unit .96 1.20 .90 .80 .88
Total assets 35,603,855 40,867,244 40,459,472 41,916,319 43,040,401
Mortgages and note
payable 29,509,054 35,456,493 37,908,888 40,440,483 41,927,371
Distributions per
unit .84 .74 .74 .74 .725
<CAPTION>
Operating Partnership
----------------------
December 31,
1996 1995 1994 1993 1992
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues
(leasing activities) $9,337,752 $ 9,858,197 $10,316,092 $10,461,177 $10,576,487
Net income 6,424,182 8,090,814 5,959,287 5,305,722 5,856,428
Total assets 35,375,554 40,629,375 40,081,693 41,633,796 42,835,664
Mortgages and note
payable 29,509,054 35,456,493 37,908,888 40,440,483 41,927,371
</TABLE>
5
<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., which company has subleased them to
Getty Petroleum Marketing Inc., the Operating Partnership's operating results
and ability to fulfill its obligations are materially dependent on Getty
Petroleum Corp.'s and Getty Petroleum Marketing Inc.'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
$10,301,000 as of December 31, 1996 (See Note 5 of Notes to Consolidated
Financial Statements).
The decrease in rental income for the year ended December 31, 1996 as
compared to the prior year was due to the sale of certain properties, net of
properties acquired. The decrease in rental income for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 was due to
the sale of certain properties.
Other income for the years ended December 31, 1996, 1995 and 1994 principally
represents gains on dispositions of properties and interest income. During
1996, the Operating Partnership sold three service stations to Getty
Petroleum Corp. for an aggregate amount of $927,784 or eleven times the
aggregate annual rentals of $84,344, which resulted in a gain of $657,570 to
the Partnership. In addition, 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 gain to the Partnership of
$35,856. 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
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 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 gain of $658,532 to the Partnership.
Interest expense in 1996 amounted to $2,210,000, a decrease of $1,441,000 as
compared to 1995. The decrease in interest expense was principally due to
lower interest rates and debt outstanding. Interest expense in 1995 amounted
to $3,651,000, an increase of $98,000 as compared to 1994. The increase was
primarily due to a payment of $279,000 to terminate an
6
<PAGE>
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.
On January 3, 1996, the Operating Partnership prepaid 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 prepayment, the
Operating Partnership borrowed $1,500,000 on an unsecured basis at LIBOR plus
1.5% which amount is repayable through January 1, 1998.
General and administrative expense in 1996 amounted to $862,000, a decrease
of $73,000 as compared to 1995. General and administrative expense in 1995
amounted to $935,000, an increase of $226,000 as compared to 1994. The
decrease in 1996 as compared to 1995 and the increase in 1995 as compared to
1994 was due to higher state and local taxes levied at the partnership level
during the 1995 period.
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.
The petroleum products industry is subject to numerous existing federal,
state and local laws and regulations relating to the protection of the
environment. Under the terms of the lease agreement, Getty Petroleum Corp. is
responsible for all environmental liabilities and obligations. In this
regard, the Partnership believes that the likelihood it would incur any
environmental costs material to its financial statements is remote.
Accordingly, no accruals have been included in the consolidated financial
statements for environmental matters.
During 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 Petroleum Corp. at fair
market rentals.
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, 1996, the
Partnership purchased 10,669 Units at an aggregate cost of $82,953.
At December 31, 1996, cash and equivalents amounted to $1,867,000. The
Operating Partnership is required under the terms of its mortgage loan
agreement to maintain cash balances or investments of at least $1,000,000
through December 31, 1998 and $500,000 thereafter. Cash in excess of
operating and debt service requirements for the years ended December 31,
1996, 1995 and 1994 was principally distributed to unitholders in the form of
quarterly cash distributions which aggregated $.84 per unit for 1996 and $.74
per unit for 1995 and 1994. The year ended December 31, 1996 included a
special extra cash distribution of ten cents per unit which was paid on April
23, 1996 to unitholders of record on April 11, 1996. In 1997, the
Partnership anticipates that it will continue to make quarterly cash
distributions to holders of Units.
8
<PAGE>
Item 8. Financial Statements and Supplementary Data
Page
----
Report of Independent Accountants 12
Consolidated Financial Statements:
Balance Sheets - December 31, 1996 and 1995 13
Statements of Income - for the years ended
December 31, 1996, 1995 and 1994 14
Statements of Cash Flows - for the years
ended December 31, 1996, 1995 and 1994 15
Notes to Consolidated Financial Statements 16 - 23
Schedule III - Real Estate and Accumulated
Depreciation as of December 31, 1996 24 - 25
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
8
<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 69, is President and Chief Executive Officer of Getty
Petroleum Corp. and has been a director of Getty Petroleum Corp. since 1971.
He is also President, Chief Executive Officer and a director of Getty
Petroleum Marketing Inc. since October 1, 1996. Mr. Liebowitz has extensive
experience in acquiring, managing and leasing gasoline service stations and
distribution terminals.
Milton Safenowitz, age 69, has been a director of Getty Petroleum Corp. since
1971 and was Executive Vice President of Getty Petroleum Corp. until January
31, 1990. He has also been a director of Getty Petroleum Marketing Inc.
since October 1, 1996. Mr. Safenowitz has extensive experience in acquiring,
managing and leasing gasoline service stations and distribution terminals.
Milton Cooper, age 68, 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, a director of Blue Ridge Real Estate/Big Boulder
Corporation, a real estate management and land development firm, and a
trustee of MassMutual Corporate Investors and MassMutual Participation
Investors. 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.
9
<PAGE>
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Name of Units Beneficially Owned Percent
Beneficial Owner December 31, 1996 (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) 20.52%
Milton Cooper 535,703 Units of general and
limited partnership interests (4) 8.24%
Directors and officers 3,104,431 Units of general and
as a Group limited partnership interests (5) 47.76%
(1) With the exception of Units owned by Leo Liebowitz, whose address is
care of Getty Petroleum Corp., 125 Jericho Turnpike, Jericho, New York
11753, Milton Safenowitz, whose address is 7124 Queenferry Cr., Boca Raton,
Florida 33496 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, as to 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, as to 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, as to which Mr. Cooper
disclaims beneficial ownership.
10
<PAGE>
(5) Includes 1,362,503 Units held as general partnership interests referred
to in notes (2), (3) and (4) above.
Item 13. Certain Relationships and Related Transactions
The Operating Partnership paid $670,000 to Getty Petroleum Corp. for
management services and other expenses during the year ended December 31,
1996.
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.
11
<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, 1996 and
1995, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1996 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.
/s/ Coopers & Lybrand L.L.P.
New York, New York
February 28, 1997
12
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
1996 1995
- - -----------------------------------------------------------------------------
ASSETS
Cash and equivalents (Note 2) $1,867,103 $5,754,500
Net investment in direct financing
leases (Notes 4 and 5) 3,868,626 4,767,144
Fixed assets, at cost, net of
accumulated depreciation 29,495,473 29,913,036
(Notes 3, 4 and 5)
Deferred charges, net of accumulated
amortization of $2,586,513 and
$2,492,569, respectivley 372,653 432,564
----------- -----------
$35,603,855 $40,867,244
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily
interest $194,370 $277,453
Mortgages and note payable (Note 4) 29,509,054 35,456,493
Commitments and contingencies (Note 5)
Partners' capital,
6,500,306 and 6,501,577 units of
general and limited partnership
interests outstanding, respectively
(Notes 2 and 6) 5,900,431 5,133,298
----------- -----------
$35,603,855 $40,867,244
=========== ===========
See accompanying notes.
13
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF INCOME
for the years ended December 31, 1996, 1995 and 1994
1996 1995 1994
- - --------------------------------------------------------------------------------
Revenues (Note 5):
Rental income $8,507,757 $8,826,750 $9,138,669
Interest on direct
financing leases 829,995 1,031,447 1,177,423
Other income 889,203 3,533,222 772,158
---------- ---------- ----------
10,226,955 13,391,419 11,088,250
========== ========== ==========
Expenses:
Interest (Note 4) 2,210,172 3,651,452 3,553,091
General and administrative (Note 5) 861,599 934,658 708,482
Depreciation and
amortization 860,498 924,029 906,428
Income applicable to
minority interest 64,277 80,952 59,625
----------- ---------- ----------
3,996,546 5,591,091 5,227,626
----------- ---------- ----------
Net income $6,230,409 $7,800,328 $5,860,624
========== ========== ==========
Net income per unit $.96 $1.20 $.90
========== ========== ==========
Distributions per unit $.84 $.74 $.74
========== ========== ==========
Weighted average units outstanding 6,500,820 6,509,712 6,510,975
========== ========== ==========
See accompanying notes.
14
<PAGE>
<TABLE>
<CAPTION>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(A New York limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996, 1995 and 1994
1996 1995 1994
- - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $6,230,409 $7,800,328 $5,860,624
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 860,498 924,029 906,428
Amortization of investment
in direct financing leases 845,469 728,785 617,939
Gain on dispositions of properties (693,426) (3,304,349) (658,532)
Minority interest 64,277 80,952 59,625
Changes in assets and liabilities:
Increase in deferred charges (34,033) (307,398) -
Increase (decrease) in accrued liabilities (83,083) (80,985) 22,649
---------- ---------- ----------
Net cash provided by operating activities 7,190,111 5,841,362 6,808,733
---------- ---------- ----------
Cash flows from investing activities:
Property acquisitions (576,717) - -
Proceeds from dispositions of properties 974,201 4,781,980 1,131,119
---------- ---------- ----------
Net cash provided by investing activities 397,484 4,781,980 1,131,119
---------- ---------- ----------
Cash flows used in financing activities:
Proceeds from borrowings 1,500,000 - -
Repayment of debt (7,447,439) (2,452,395) (2,531,595)
Cash distributions (5,517,385) (4,867,343) (4,868,150)
Purchase of partnership units (10,168) (72,785) -
---------- ---------- ----------
Net cash used in financing activities (11,474,992) (7,392,523) (7,399,745)
---------- ---------- ----------
Net increase (decrease) in cash and equivalents (3,887,397) 3,230,819 540,107
Cash and equivalents at beginning of year 5,754,500 2,523,681 1,983,574
---------- ---------- ----------
Cash and equivalents at end of year (Note 2) $1,867,103 $5,754,500 $2,523,681
========== ========== ==========
Supplemental disclosure of cash flow information -
Cash paid during the year for interest $2,283,424 $3,718,824 $3,556,886
</TABLE>
See accompanying notes.
15
<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 materially dependent on Getty Petroleum Corp.'s ability to
make all required rental payments. Substantially all of the Operating
Partnership assets are subleased by Getty Petroleum Corp. to Getty Petroleum
Marketing Inc., which company was spun-off to the stockholders of Getty
Petroleum Corp. on March 21, 1997. Therefore, the ability of Getty Petroleum
Corp. to pay the rent due to the Operating Partnership is materially
dependent on the ability of Getty Petroleum Marketing Inc. to pay the rent
due to Getty Petroleum Corp. Getty Petroleum Corp. announced that on March
31, 1997 it will change its name to Getty Realty Corp.
CLS General Partnership Corp. ("General Partner") is the general partner of
the Partnership and of the Operating Partnership. The three shareholders of
the General Partner are the principal shareholders of Getty Petroleum Corp.
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, 1996
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, 1996, 1995 and 1994 has been reflected as "Income
applicable to minority interest" in the accompanying consolidated statements
of income. As of December 31, 1996 and 1995, the General Partner's minority
interest amounted to $52,908 and $45,229, respectively, which is included in
"Partners' Capital" in the accompanying consolidated balance sheets (See Note
6).
16
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
Condensed summarized financial information for the Operating Partnership as
of December 31, 1996 and 1995 and for the years then ended is as follows:
1996 1995
------------------------------------------------------------------------
Total assets (principally property
leased to Getty Petroleum Corp.) $35,375,554 $40,629,375
Total liabilities (principally
mortgages and note payable) 29,674,424 35,695,750
Total revenues (leasing activities) 9,337,752 9,858,197
Net income 6,424,182 8,090,814
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 Equivalents:
The Partnership considers highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. The
Operating Partnership is required under the terms of its mortgage loan
agreement to maintain cash balances or 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.
17
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
3. Fixed Assets:
Fixed assets consist of the following:
Depreciable
1996 1995 Life (Years)
- - -----------------------------------------------------------------------------
Land $26,242,649 $26,070,642
Buildings 12,115,282 12,094,092 16
Machinery and equipment 10,542,603 10,464,261 6
Furniture and fixtures 263,848 263,848 6
----------- ------------
49,164,382 48,892,843
Less, accumulated
depreciation (19,668,909) (18,979,807)
----------- ------------
$29,495,473 $29,913,036
=========== ===========
4. Mortgages and Note Payable:
Mortgages and note payable consist of the following:
1996 1995
- - -----------------------------------------------------------------------------
Mortgage payable through
November 1, 2000 (a) $28,696,554 $31,759,998
Mortgage payable through
January 1, 2000 (b) - 3,696,495
Note payable through
January 1, 1998 (c) 812,500 -
----------- -----------
$29,509,054 $35,456,493
=========== ===========
18
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
(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 1.25% or 6.625% at December 31, 1996). Principal
payments are $85,000 per month through December 1, 1999 and $175,000 per
month thereafter through October 1, 2000. The balance of the loan of
$23,886,554 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.
(c) 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
through January 1, 1998.
Aggregate principal payments in subsequent years relating to the mortgage and
note payable are as follows:
1997 $ 1,770,000
1998 1,082,500
1999 1,020,000
2000 25,636,554
-----------
$29,509,054
===========
5. Leases and Related Party Transactions:
At December 31, 1996, 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
19
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
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.
Future minimum rentals due to the Operating Partnership under operating and
direct financing leases as of December 31, 1996 are as follows:
Direct
Operating Financing
Years ending December 31, Leases Leases Total
- - -----------------------------------------------------------------------------
1997 $ 8,632,857 $1,667,880 $10,300,737
1998 8,632,857 1,667,880 10,300,737
1999 8,410,233 1,667,880 10,078,113
2000 694,046 138,990 833,036
----------- ---------- -----------
$26,369,993 $5,142,630 $31,512,623
=========== ========== ===========
The components of the net investment in direct financing leases as of
December 31, 1996 and 1995 are as follows:
1996 1995
- - -----------------------------------------------------------------------------
Minimum lease payments receivable $5,142,630 $6,903,414
Less, unearned income (1,274,004) (2,136,270)
---------- ------------
$3,868,626 $4,767,144
========== ==========
20
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
The net investment in direct financing leases as of December 31, 1996 and
1995 is comprised of the following:
1996 1995
- - -----------------------------------------------------------------------------
Land $ 34,930 $ 34,930
Buildings 5,375,073 5,421,335
Equipment 2,844,229 2,896,409
----------- ----------
8,254,232 8,352,674
Less, amortization of investment
in direct financing leases (4,385,606) (3,585,530)
---------- ----------
$3,868,626 $4,767,144
========== ==========
During the periods ended December 31, 1996, 1995 and 1994, the Operating
Partnership paid $670,000, $646,000 and $622,000, respectively, to Getty
Petroleum Corp. for management services and other expenses.
During 1996, the Operating Partnership sold three service stations to Getty
Petroleum Corp. for an aggregate amount of $927,784 or eleven times the
aggregate annual rentals of $84,344, which resulted in a gain of $657,570 to
the Partnership. In addition, 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 gain to the Partnership of
$35,856. 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
gain of $3,128,372 to the Partnership. In addition, the New Haven terminal
and a service station property were subject to partial condemnations during
1995 resulting in the taking of certain of the land. The condemnations
resulted in a 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 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 condemnation awards were allocated to the Operating
Partnership and Getty in accordance with the formula set forth in the lease.
The gains resulting from the dispositions of properties have been reflected
in "Other income" in the accompanying consolidated statements of income.
The petroleum products industry is subject to numerous existing federal,
state and local laws and regulations relating to the protection of the
environment. Under the terms of the lease agreement, Getty Petroleum Corp. is
responsible for all environmental liabilities and obligations. In this
regard, the Partnership believes that the likelihood it would incur any
environmental costs material to its financial statements is remote.
Accordingly, no accruals have been included in the consolidated financial
statements for environmental matters.
21
<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, 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 in excess of
distributions 30,924 - 30,924
---------- ---------- ----------
Balance, December 31, 1995 1,108,974 4,024,324 5,133,298
Partnership net expenses (28,833) (100,663) (129,496)
Partnership's share of Operating
Partnership's net income 1,416,061 4,943,844 6,359,905
Distributions to unitholders (1,215,846) (4,244,941) (5,460,787)
Purchase of partnership units - (10,168) (10,168)
Income applicable to minority
interest in excess of
distributions 7,679 - 7,679
---------- ---------- ----------
Balance, December 31, 1996 $1,288,035 $4,612,396 $5,900,431
========== ========== ==========
22
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
(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.
(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
previously offered to purchase units for $7.50 per unit. Through December 31,
1996, the Partnership purchased 10,669 units at an aggregate cost of $82,953.
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 $6,230,409, $7,800,328 and
$5,860,624 for the years ended December 31, 1996, 1995 and 1994,
respectively, differs from the taxable income of $6,899,717, $8,532,948 and
$6,418,813 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.
23
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
Schedule III - REAL ESTATE and ACCUMULATED DEPRECIATION
as of December 31, 1996
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
Acquisitions 576,717 - 576,717
Retirements or sales (5,276,012) (705,414) (5,981,426)
----------- ----------- -----------
Gross assets at December
31, 1996 (c) (d) (e) 49,164,382 8,254,232 57,418,614
Accumulated depreciation (f) (19,668,909) - (19,668,909)
Amortization of investment in
direct financing leases - (4,385,606) (4,385,606)
----------- ----------- -----------
Net assets $29,495,473 $ 3,868,626 $33,364,099
=========== =========== ===========
(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, 1996, 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 (84), New York (55), Pennsylvania (49), 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
$57,664,837.
(f) Buildings are depreciated over 16 years. See Notes 2 and 3 of Notes to
Consolidated Financial Statements.
24
<PAGE>
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1996
Property Under
----------------------------
Direct
Operating Financing
Leases Leases Total
- - -----------------------------------------------------------------------------
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
Acquisitions 576,717 - 576,717
Retirements or sales (305,178) (98,442) (403,620)
----------- ----------- -----------
Balance at December 31, 1996 $49,164,382 $ 8,254,232 $57,418,614
=========== =========== ===========
Accumulated Accumulated
Depreciation Amortization
of of Direct
Operating Financing
Leases Leases Total
- - -----------------------------------------------------------------------------
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
Additions 766,554 845,469 1,612,023
Retirements or sales (77,452) (45,393) (122,845)
----------- ----------- -----------
Balance at December 31, 1996 $19,668,909 $4,385,606 $24,054,515
=========== =========== ===========
25
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K:
Page
----
(a) (1) Financial Statements:
Report of Independent Accountants 12
Consolidated Financial Statements:
Balance Sheets - December 31, 1996 and 1995 13
Statements of Income - for the years ended
December 31, 1996, 1995 and 1994 14
Statements of Cash Flows - for the years
ended December 31, 1996, 1995 and 1994 15
Notes to Consolidated Financial Statements 16 - 23
(a) (2) Schedule:
III - Real Estate and Accumulated Depreciation
as of December 31, 1996 24 - 25
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)).
26
<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)).
10.7 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).
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
27
<PAGE>
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)).
10.14 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)).
10.20 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)).
28
<PAGE>
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)).
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)).
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
29
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Power Test Investors Limited Partnership
-------------------------------------------
(Registrant)
By /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 25, 1997
----------------
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 25, 1997
---------------
By /s/ Milton Cooper
---------------------------
Milton Cooper, Secretary, Assistant Treasurer and
a Director of CLS General Partnership Corp.,
the General Partner
Date March 25, 1997
----------------
30
<PAGE>
EXHIBIT INDEX
Power Test Investors Limited Partnership
Annual Report on Form 10-K for the year ended December 31, 1996
<TABLE>
<CAPTION>
Begins on
Exhibit No. Description Sequential Page No.
- - -----------------------------------------------------------------------------------------------
<S> <C> <C>
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).
10.7 Asset Purchase Agreement Filed as Exhibit 2(a) to Getty Petroleum
between Getty Petroleum Corp. Corp.'s (formerly Power Test Corp.) Current
(formerly Power Test Corp.) Report on Form 8-K dated February 19, 1985
and Texaco Inc., Getty Oil (Commission File No. 0-6386) and
Company, and Getty Refining incorporated herein by reference.
and Marketing Company,
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.) Current
Company Limited Partnership, Report on Form 8-K dated February 19, 1985
as Lessor, and Getty Petroleum (Commission File No. 0-6386) and
Corp. (formerly Power Test incorporated herein by reference.
Corp.) (either directly or
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.) Current
Limited Partnership, as Report on Form 8-K dated February 19, 1985
Lessor, and Power Test (Commission File No. 0-6386) and
Petro Corp. (a wholly- incorporated herein by reference.
owned subsidiary of Getty
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.) Current
Partnership, as Lessor, and Report on Form 8-K dated February 19, 1985
Getty Petroleum Corp. (formerly (Commission File No. 0-6386) and
Power Test Corp.) as Lessee, incorporated herein by reference.
dated February 1, 1985.
10.11 Guaranty of Getty Petroleum Incorporated by reference to Exhibit 10.11
Corp. (formerly Power Test of the Exhibits filed with the Registrant's
Corp.) of lease obligations Registration Statement on Form S-11
of Getty Terminals Corp. (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 10.12
Corp. (formerly Power Test of the Exhibits filed with the Registrant's
Corp.) of lease obligations Registration Statement on Form S-11
of Power Test Petro Corp., (Registration No. 2-97195).
as lessee, to Power Test
Realty Company Limited
Partnership, as lessor.
10.14 Easement and ECRA Agreement Incorporated by reference to Exhibit 10.14
among Texaco Refining and of the Exhibits filed with the Registrant's
Marketing Inc., Texaco Inc., Registration Statement on Form S-11
Power Test Realty Company (Registration No. 2-97195).
Limited Partnership and Getty
Petroleum Corp. (formerly
Power Test Corp.), dated
February 1, 1985.
10.20 Loan Agreement between Power Incorporated by reference to Exhibit 10.20
Test Realty Company Limited of the Exhibits filed with the Registrant's
Partnership and Bank of New Annual Report on Form 10-K for the fiscal
England, N.A. dated as of year ended December 31, 1986 (Commission
December 10, 1986. File No. 0-14557).
10.21 Hazardous Waste and PMPA Incorporated by reference to Exhibit 10.21
Indemnification Agreement of the Exhibits filed with the Registrant's
dated as of December 10, Annual Report on Form 10-K for the fiscal
1986 among Getty Petroleum year ended December 31, 1986 (Commission
Corp., Power Test Realty 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 10.22
all Forms of Mortgages dated of the Exhibits filed with the Registrant's
December 10, 1986 between Annual Report on Form 10-K for the fiscal
Power Test Realty Company year ended December 31, 1986 (Commission
Limited Partnership (the 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.
10.26 Amendment No. 1 dated Incorporated by reference to Exhibit 10.26
November 30, 1989 to Loan of the Exhibits filed with the Registrant's
Agreement between Power Annual Report on Form 10-K for the fiscal
Test Realty Company Limited year ended December 31, 1989 (Commission
Partnership and Bank of New File No. 0-14557).
England, N.A. dated December
10, 1986.
10.27 Amended and Restated Loan Incorporated by reference to Exhibit 10.27
Agreement dated as of of the Exhibits filed with the Registrant's
October 31, 1995 between Annual Report on Form 10-K for the fiscal
Power Test Realty Company year ended December 31, 1995 (Commission
Limited Partnership and 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 10.28
January 3, 1996 between of the Exhibits filed with the Registrant's
Power Test Realty Company Annual Report on Form 10-K for the fiscal
Limited Partnership and year ended December 31, 1995 (Commission
Chemical Bank. File No. 0-14557).
27 Financial Data Schedule. 35
</TABLE>
<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 DECEMBER 31, 1996 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-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,867
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 49,164
<DEPRECIATION> 19,669
<TOTAL-ASSETS> 35,604
<CURRENT-LIABILITIES> 0
<BONDS> 29,509
<COMMON> 0
0
0
<OTHER-SE> 5,900
<TOTAL-LIABILITY-AND-EQUITY> 35,604
<SALES> 0
<TOTAL-REVENUES> 10,227
<CGS> 0
<TOTAL-COSTS> 860
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,210
<INCOME-PRETAX> 6,230
<INCOME-TAX> 0
<INCOME-CONTINUING> 6,230
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,230
<EPS-PRIMARY> .96
<EPS-DILUTED> .96
</TABLE>
