<PAGE> 1
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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 June 30, 1997 Commission file number 0-14557
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
--- ---
Registrant has 6,500,306 units of general and limited partnership interests
outstanding as of June 30, 1997.
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POWER TEST INVESTORS LIMITED PARTNERSHIP
INDEX
PART I. FINANCIAL INFORMATION Page Number
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Item 1. Consolidated Financial Statements:
Balance Sheets - June 30, 1997 and December 31, 1996 1
Statements of Income - three and six months ended
June 30, 1997 and 1996 2
Statements of Cash Flows - six months ended
June 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
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 8
Signatures 8
<PAGE> 3
POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED BALANCE SHEETS
June 30, 1997 and December 31, 1996
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---- ----
(unaudited)
ASSETS
<S> <C> <C>
Cash and equivalents $2,176,558 $1,867,103
Net investment in direct financing leases 3,383,640 3,868,626
Fixed assets, at cost, net of accumulated depreciation
of $20,052,507 and $19,668,909, respectively 29,111,875 29,495,473
Deferred charges, net of accumulated amortization
of $2,637,983 and $2,586,513, respectively 356,629 372,653
----------- -----------
$35,028,702 $35,603,855
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily interest $202,681 $194,370
Mortgage and note payable 28,624,054 29,509,054
Partners' capital, 6,500,306 units
of general and limited partnership interests
outstanding 6,201,967 5,900,431
----------- -----------
$35,028,702 $35,603,855
=========== ===========
See accompanying notes.
</TABLE>
1
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POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Rental income $2,122,216 $2,130,295 $4,244,431 $4,265,251
Interest on direct
financing leases 168,759 212,673 348,954 437,383
Other income 34,383 492,402 63,514 798,702
---------- ---------- ---------- -----------
2,325,358 2,835,370 4,656,899 5,501,336
---------- ---------- ---------- -----------
Expenses:
Interest 535,766 559,098 1,031,186 1,131,352
General and administrative 278,365 226,689 458,979 409,360
Depreciation and
amortization 218,378 214,284 435,068 428,250
Income applicable to
minority interest 13,594 18,624 28,058 35,681
---------- ---------- ---------- -----------
1,046,103 1,018,695 1,953,291 2,004,643
---------- ---------- ---------- -----------
Net income $1,279,255 $1,816,675 $2,703,608 $3,496,693
========== ========== ========== ==========
Net income per unit $.20 $.28 $.42 $.54
========== ========== ========== ==========
Distributions per unit $.185 $.285 $.37 $.47
========== ========== ========== ==========
Weighted average units outstanding 6,500,306 6,501,063 6,500,306 6,501,148
========== ========== ========== ==========
</TABLE>
See sccompanying notes.
2
<PAGE> 5
POWER TEST INVESTORS LIMITED PARTNERSHIP
(A New York limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, 1997 and 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
---- -----
<S> <C> <C>
Cash flows from operating activities:
Net income $2,703,608 $3,496,693
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 435,068 428,250
Amortization of investment
in direct financing leases 484,986 404,141
Gain on dispositions of properties - (693,426)
Minority interest 28,058 35,681
Changes in assets and liabilities:
Increase in deferred charges (35,446) (5,720)
Increase (decrease) in accrued liabilities 8,311 (59,335)
---------- ----------
Net cash provided by operating activities 3,624,585 3,606,284
---------- ----------
Cash flows from investing activities:
Property acquisitions - (325,352)
Proceeds from dispositions of properties - 974,201
---------- ----------
Net cash provided by investing activities - 648,849
---------- ----------
Cash flows used in financing activities:
Proceeds from borrowings - 1,500,000
Repayment of debt (885,000) (4,590,018)
Cash distributions (2,430,130) (3,087,116)
Purchase of partnership units - (4,112)
---------- ----------
Net cash used in financing activities (3,315,130) (6,181,246)
---------- ----------
Net increase (decrease) in cash and equivalents 309,455 (1,926,113)
Cash and equivalents at beginning of period 1,867,103 5,754,500
---------- ----------
Cash and equivalents at end of period $2,176,558 $3,828,387
========== ==========
Supplemental disclosure of cash flow information-
Cash paid during the period for interest $1,008,781 $1,199,505
</TABLE>
See accompanying notes.
3
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POWER TEST INVESTORS LIMITED PARTNERSHIP
(a New York limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 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
June 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 June 30, 1997 to approximately 22.3%.
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 June 30,
4
<PAGE> 7
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 June 30, 1997, $361,000 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. Partners' Capital:
<TABLE>
<CAPTION> Total
General Limited Partners'
Partner Partners Capital
------- -------- ---------
<S> <C> <C> <C>
Balance, December 31, 1996 $1,288,035 $4,612,396 $5,900,431
Net income for the six months
ended June 30, 1997 602,018 2,101,590 2,703,608
Distributions to unitholders (560,565) (1,869,565) (2,430,130)
Income applicable to minority interest 28,058 - 28,058
---------- ----------- -----------
Balance, June 30, 1997 $1,357,546 $4,844,421 $6,201,967
========== =========== ===========
</TABLE>
As of June 30, 1997 and December 31, 1996, the General Partner's minority
interest amounted to $55,952 and $52,908, respectively, which is included in
"Total Partners' Capital".
6. Dispositions of Properties:
In accordance with the terms of the lease, the Operating Partnership sold three
service station properties to Getty during the 1996 period for eleven times the
annual rentals, resulting in net gains to the Partnership of $415,031 and
$657,570 for the three and six months ended June 30, 1996, respectively. In
addition, during the 1996 period, three service station 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 $21,151 and
$35,856 for the three and six months ended June 30, 1996, respectively. The
net gains resulting from the aforementioned dispositions have been reflected in
"Other income" in the accompanying consolidated statements of income.
5
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7. Mortgage and Note Payable:
In April 1997, the Operating Partnership amended its mortgage loan agreement
with its lender because of the affect that the March 1997 spin-off of Getty's
marketing business and assets to its stockholders will have on the Funded Debt
Ratio of Getty and, therefore, on the interest rate applicable to the loan.
The loan agreement amendment will result in an incremental interest cost of
approximately $25,000 during the remainder of 1997. In April 1997, the
Operating Partnership also incurred a one-time bank amendment fee of
approximately $35,000 relating to the mortgage loan agreement, which was
recorded as a deferred charge to be amortized through November 1, 2000, the
term of the related debt agreement.
On August 1, 1997, the Operating Partnership prepaid the $375,000 remaining
balance of a note which was originally payable through January 1, 1998.
6
<PAGE> 9
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 June 30, 1997.
The decrease in rental income for the three and six months ended June 30, 1997
as compared to the prior year periods is due to the sale of certain properties,
net of properties acquired.
The decrease in other income for the three and six months ended June 30, 1997
as compared to the prior year periods is principally due to $436,000 and
$693,000 of gains on dispositions of properties realized during the prior year
periods, respectively. Other income also includes interest income earned on
investments for each of the respective periods.
The decrease in interest expense for the three and six months ended June 30,
1997 as compared to the prior year periods is principally due to lower debt
outstanding.
The increase in general and administrative expenses for the three and six
months ended June 30, 1997 as compared to the prior year periods is principally
due to higher state and local taxes levied at the partnership level.
As of June 30, 1997, cash and equivalents amounted to $2,177,000, of which
$1,361,000 was restricted under the terms of the mortgage loan. Restricted
funds of $361,000 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 August 1, 1997, the Operating Partnership prepaid the $375,000 remaining
balance of a note which was originally payable through January 1, 1998.
During the six months ended June 30, 1996, the Operating Partnership acquired a
service station property in New Jersey, and certain land adjacent to an
existing service station property in Massachusetts, for a total of $325,000.
The Operating Partnership has leased these locations to Getty at fair market
rentals.
On November 9, 1995, the Partnership announced that it may purchase in the
market from time to time 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 for $76,897, of which 514 Units were purchased for $4,112
during the quarter ended March 31, 1996.
The Partnership has made quarterly cash distributions to its unitholders since
1987. On September 2, 1997, a cash distribution of 18.5 cents per unit will be
paid to unitholders of record on August 1, 1997.
7
<PAGE> 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Designation of Exhibit
in this Quarterly Report
on Form 10-Q Description of Exhibit
------------ ----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POWER TEST INVESTORS LIMITED PARTNERSHIP
----------------------------------------
(Registrant)
By: /s/ Leo Liebowitz
-----------------------------------
Leo Liebowitz, President, Treasurer and a
Director of CLS General Partnership Corp.,
the General Partner (Principal Financial
and Accounting Officer)
Dated: August 12, 1997
8
<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 JUNE 30, 1997 AND FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,177
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 49,164
<DEPRECIATION> 20,053
<TOTAL-ASSETS> 35,029
<CURRENT-LIABILITIES> 0
<BONDS> 28,624
0
0
<COMMON> 0
<OTHER-SE> 6,202
<TOTAL-LIABILITY-AND-EQUITY> 35,029
<SALES> 0
<TOTAL-REVENUES> 4,657
<CGS> 0
<TOTAL-COSTS> 435
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,031
<INCOME-PRETAX> 2,704
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,704
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,704
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
