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 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 partner's capital contributions, in the financial and tax attributes of the Operating Partnership. During 1985, the Partnership sold, by means of a pro rata rights offering, Units of Limited Partnership Interests ("Units") to holders of common stock of Getty Petroleum Corp. Holders of the Units are the limited partners (together with the principal holders, as disclosed in Item 12), ("Limited Partners") of the Partnership, contributing approximately 79% of the capital of the Partnership, and share pro rata with the General Partner (which initially contributed approximately 21% of the capital of the Partnership) in the financial and tax attributes of the Partnership. In 1990 and 1991, the General Partner purchased 38,933 and 46,000 Units, respectively, further increasing its ownership of the Partnership to approximately 22.2%.
The financial results of the Operating Partnership (and, derivatively, the Partnership) are based on the rental revenues received from Getty Petroleum Corp. in respect of the Getty Oil Assets, and are therefore, materially dependent upon the ability of Getty Petroleum Corp. to meet its obligations under the leases and subleases of the Getty Oil Assets. (For information concerning Getty Petroleum Corp., see reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, Commission File No. 1- 8059.) Reference is made to Note 5 of Notes to Consolidated Financial Statements filed with this Annual Report, for a schedule of minimum lease payments to be received in each of the next five years and in the aggregate thereafter under leases in effect at December 31, 1994.
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.
Item 2. Properties
As of December 31, 1994, the Operating Partnership owned 305 gasoline service stations located in Connecticut (25), Delaware (15), Maine (6), Maryland (3), Massachusetts (41), New Hampshire (7), New Jersey (87), New York (58), Pennsylvania (53), Rhode Island (9) and Vermont (1). Each of the service stations is leased to Getty Petroleum Corp. which either operates or subleases the service stations. The Operating Partnership also owned five petroleum distribution terminals located in Connecticut, New Jersey, New York (2) and Rhode Island. The distribution terminals are leased to a wholly-owned subsidiary of Getty Petroleum Corp. The service station and distribution terminal leases each have an initial 15 year term expiring on January 31, 2000 and Getty Petroleum Corp. has the option, but is not obligated, to extend the leases for up to five consecutive extended terms of ten years each.
The New Haven terminal was subject to a partial condemnation for a road widening which has resulted in a loss of approximately 5,100 square feet of land. The lease has not been terminated but the rent will be reduced by $14,564 per annum in accordance with the terms of the lease. The condemnation proceeds aggregated $315,000, of which approximately $150,000 will be paid to the lessee pursuant to the terms of the lease.
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 equipment, which equipment is scheduled to be replaced 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, 1997 covering a distribution terminal located in South Portland, Maine, which it has subleased to a wholly-owned subsidiary of Getty Petroleum Corp. The Operating Partnership owns certain of the improvements at this terminal.
Item 3.
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 1994.
Item 4.
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 1994.
PART II.
Item 5.
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, 1994, there were 627 holders of record of limited partnership interests in the Partnership.
Item 6.
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, 1994.
Item 7.
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 all
of its properties to Getty Petroleum Corp., the Operating Partnership's operating results and ability to fulfill its obligations are primarily dependent on Getty Petroleum Corp.'s ability to make all required rental payments; however, the General Partner does not anticipate that Getty Petroleum Corp. will have difficulty in making such payments.
The operations of the Operating Partnership 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 currently provide for aggregate annual rental payments of approximately $10,749,000 for 1995 (See Note 5 of Notes to Consolidated Financial Statements).
Other income for the year ended December 31, 1994 principally represents gains on dispositions of properties and interest income. During 1994, the Operating Partnership sold five service stations to Getty Petroleum Corp. for an aggregate amount of $1,131,119 or eleven times the aggregate annual rentals of $102,829, which resulted in a net gain of $658,532 to the Partnership. Other income for the year ended December 31, 1993 principally represents interest income. During 1992, the Operating Partnership sold two service stations to Getty Petroleum Corp. for an aggregate amount of $586,168 or eleven times the aggregate annual rentals of $53,288, which resulted in a net gain of approximately $393,000 to the Partnership. Also in 1992, the Partnership recognized as income $300,000 of nonrefundable deposits received in 1985 in connection with the sale of a leasehold interest, the lease for which terminated in 1992.
Interest expense in 1994 amounted to $3,553,000, a decrease of $137,000 as compared to 1993. Interest expense in 1993 amounted to $3,690,000, a decrease of $252,000 as compared to 1992. The net decreases were principally due to a reduction of the principal balances due under the Operating Partnership's outstanding mortgages.
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. Fluctuations in interest rates will not have a significant impact on the Partnership's operating results since the interest rates on approximately 70% of the Operating Partnership's currently outstanding debt are fixed.
At December 31, 1994, cash and cash equivalents amounted to $2,524,000. Cash in excess of operating and debt service requirements for the years ended December 31, 1994, 1993 and 1992 was principally distributed to unitholders in the form of quarterly cash distributions which aggregated $.74, $.74 and $.725 per unit, respectively. In 1995, the Partnership anticipates that it will continue to make quarterly cash distributions to unitholders.
Item 8.
Item 8. Financial Statements and Supplementary Data
Page ------ Report of Independent Accountants 10
Consolidated Financial Statements: Balance Sheets - December 31, 1994 and 1993 11
Statements of Income - for the years ended December 31, 1994, 1993 and 1992 12
Statements of Cash Flows - for the years ended December 31, 1994, 1993 and 1992 13
Notes to Consolidated Financial Statements 14 - 21
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 1994 22 - 23
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
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 67, is President and Chief Executive Officer of Getty Petroleum Corp. and has been a director of Getty Petroleum Corp. since 1971. Mr. Liebowitz has extensive experience in acquiring, managing and leasing gasoline service stations and distribution terminals.
Milton Safenowitz, age 67, has been a director of Getty Petroleum Corp. since 1971 and was Executive Vice President of Getty Petroleum Corp. until January 31, 1990. Mr. Safenowitz has extensive experience in acquiring, managing and leasing gasoline service stations and distribution terminals.
Milton Cooper, age 66, has been a director of Getty Petroleum Corp. since 1971 and was Vice President of Getty Petroleum Corp. until June 18, 1992. He is also Chairman of the Board of Kimco Realty Corporation, a real estate investment trust. Mr. Cooper has extensive experience in acquiring, developing, leasing and financing commercial real estate properties.
Management is not aware of any family relationships between any of the foregoing executive officers.
Item 11.
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Name of Units Beneficially Owned Percent Beneficial Owner December 31, 1994 (1) of Class --------------------------------------------------------------------------- Leo Liebowitz 1,235,007 Units of general and limited partnership interests (2) 18.97%
Milton Safenowitz 1,333,721 Units of general and limited partnership interests (3) 20.48%
Milton Cooper 537,236 Units of general and limited partnership interests (4) 8.25%
Directors and officers 3,105,964 Units of general and as a Group limited partnership interests (5) 47.70%
(1) With the exception of Units owned by Leo Liebowitz and Milton Safenowitz whose addresses are care of Getty Petroleum Corp., 125 Jericho Turnpike, Jericho, New York 11753 and Milton Cooper whose address is care of Kimco Realty Corporation, 333 New Hyde Park Road, New Hyde Park, New York 11042, Management knows of no other person owning of record or beneficially more than 5% of the outstanding Units.
(2) Includes 562,576 Units held as general partnership interests and 171,150 Units held by his wife. Excludes 512,535 Units held by his children, for which Mr. Liebowitz disclaims beneficial ownership.
(3) Includes 557,400 Units held as general partnership interests and 84,401 Units held by his wife. Excludes 296,766 Units held by his children, for which Mr. Safenowitz disclaims beneficial ownership.
(4) Includes 5,667 Units held by a partnership of which he is a partner, 11,439 Units held by a Retirement Fund of which he is a beneficiary, 242,527 Units held as general partnership interests and 40,500 Units held by a charitable foundation of which he is the President. Excludes 127,630 Units held by his wife and 66,756 Units held by his children and grandchildren, for which Mr. Cooper disclaims beneficial ownership.
(5) Includes 1,362,503 Units held as general partnership interests referred to in notes (2), (3) and (4) above.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Operating Partnership paid $622,000 to Getty Petroleum Corp. for management services and other expenses during the year ended December 31, 1994.
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.
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 Company'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, 1994 and 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P. Melville, New York February 27, 1995.
POWER TEST INVESTORS LIMITED PARTNERSHIP (A New York limited partnership) CONSOLIDATED BALANCE SHEETS December 31, 1994 and 1993
1994 1993 -------------------------------------------------------------------------- ASSETS
Cash and cash equivalents $2,523,681 $1,983,574
Net investment in direct financing leases (Notes 4 and 5) 5,747,246 6,476,275
Fixed assets, at cost, net of accumulated depreciation (Notes 3, 4 and 5) 31,903,386 33,036,287
Deferred charges, net of accumulated amortization of $2,332,576 and $2,197,552, respectively 285,159 420,183 ----------- ----------- $40,459,472 $41,916,319 =========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accrued liabilities, primarily interest $358,438 $335,789
Mortgages payable (Notes 4 and 5) 37,908,888 40,440,483
Commitments (Note 5)
Partners' capital, 6,510,975 units of general and limited partnership interests issued and outstanding (Notes 2 and 6) 2,192,146 1,140,047 ----------- ----------- $40,459,472 $41,916,319 =========== ===========
See accompanying notes.
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) CONSOLIDATED STATEMENTS OF INCOME for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992 ------------------------------------------------------------------------------- Revenues (Note 5):
Rental income $ 9,138,669 $ 9,171,653 $ 9,197,688
Interest on direct financing leases 1,177,423 1,289,524 1,378,799
Other income 772,158 85,393 762,683 ----------- ----------- ----------- 11,088,250 10,546,570 11,339,170 ----------- ----------- ----------- Expenses:
Interest 3,553,091 3,690,314 3,942,418
General and administrative (Note 5) 708,482 694,626 682,104
Depreciation and amortization 906,428 908,772 909,627
Income applicable to minority interest 59,625 53,086 58,596 ----------- ----------- ----------- 5,227,626 5,346,798 5,592,745 ----------- ----------- -----------
Net income $ 5,860,624 $ 5,199,772 $ 5,746,425 =========== =========== ===========
Net income per unit $0.90 $0.80 $0.88 =========== =========== ===========
Distributions per unit $0.74 $0.74 $0.725 =========== =========== ===========
Weighted average units outstanding 6,510,975 6,510,975 6,510,975 =========== =========== ===========
See accompanying notes.
POWER TEST INVESTORS LIMITED PARTNERSHIP (A New York limited partnership) CONSOLIDATED STATEMENTS OF CASH FLOWS for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992 ------------------------------------------------------------------------------- Cash flows from operating activities:
Net income $5,860,624 $5,199,772 $5,746,425 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 906,428 908,772 909,627 Amortization of investment in direct financing leases 617,939 519,656 430,381 Gain on dispositions of fixed assets (658,532) -- (397,628) Minority interest 59,625 53,086 58,596 Decrease in deposits -- -- (300,000)
Changes in assets and liabilities:
Decrease in receivable-condemnation, net -- -- 297,748 Increase (decrease) in accrued liabilities 22,649 (21,902) (22,420) ---------- ---------- ---------- Net cash provided by operating activities 6,808,733 6,659,384 6,722,729 ---------- ---------- ----------
Cash flows from investing activities:
Proceeds from dispositions of fixed assets 1,131,119 -- 592,040 ---------- ---------- ---------- Net cash provided by investing activities 1,131,119 -- 592,040 ---------- ---------- ----------
Cash flows used in financing activities:
Mortgage principal payments (2,531,595) (1,486,888) (2,113,478) Cash distributions (4,868,150) (4,868,150) (4,770,484) ---------- ---------- ---------- Net cash used in financing activities (7,399,745) (6,355,038) (6,883,962) ---------- ---------- ---------- Net increase in cash and cash equivalents 540,107 304,346 430,807 Cash and cash equivalents at beginning of year 1,983,574 1,679,228 1,248,421 ---------- ---------- ---------- Cash and cash equivalents at end of year $2,523,681 $1,983,574 $1,679,228 ========== ========== ========== Supplemental disclosure of cash flow information Cash paid during the period for interest $3,556,886 $3,711,016 $3,964,038
See accompanying notes.
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 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. CLS General Partnership Corp. ("General Partner") is the general partner of the Partnership and of the Operating Partnership.
The Limited Partners of the Partnership contributed approximately 79% of the capital of the Partnership and share pro rata with the General Partner (which initially contributed approximately 21% of the capital of the Partnership) in the financial and tax attributes of the Partnership. The Partnership contributed 99% of the capital of the Operating Partnership and shares pro rata with the General Partner (which contributed the remaining 1% of the capital of the Operating Partnership) in the financial and tax attributes of the Operating Partnership. In 1990 and 1991, the General Partner purchased 38,933 and 46,000 units, respectively, of limited partnership interests further increasing its ownership of the Partnership to approximately 22.2%.
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, 1994, 1993 and 1992 has been reflected as "Income applicable to minority interest" in the accompanying consolidated statements of income. As of December 31, 1994 and 1993, the General Partner's minority interest amounted to $14,305 and $4,708, respectively, which is included in "Partners' Capital" in the accompanying consolidated balance sheets (See Note 6).
Condensed summarized financial information for the Operating Partnership as of December 31, 1994 and 1993 and for the years then ended is as follows:
1994 1993 ----------------------------- Total assets (principally property leased to Getty Petroleum Corp.) $40,081,693 $41,633,796 Total liabilities (principally mortgages payable) 38,238,882 40,750,272 Total revenues (leasing activities) 10,316,092 10,461,177 Net income 5,959,287 5,305,722
Revenue Recognition:
Revenue is derived principally from the lease of marketing and distribution assets to Getty Petroleum Corp. under long-term leases.
Leases are accounted for as operating or direct financing leases. Rentals from operating leases are recognized in equal monthly amounts over the related lease terms. Revenue under direct financing leases is recognized over the lease term using the interest method which produces a constant periodic rate of return on the net investment in the leased property.
Cash and Cash Equivalents:
The Partnership considers highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
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 over the terms of the related debt agreements, the longest term of which ends January 1, 2000.
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
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
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, which represent assets leased to Getty Petroleum Corp., consist of the following:
Depreciable 1994 1993 Life (Years) ------------------------------------------------------------------------------- Land $27,229,298 $27,555,567 Buildings 12,293,495 12,379,978 16 Machinery and equipment 10,640,615 10,664,048 6 Furniture and fixtures 263,848 263,848 6 ----------- ----------- 50,427,256 50,863,441 Less, accumulated depreciation (18,523,870) (17,827,154) ----------- ----------- $31,903,386 $33,036,287 =========== ===========
4. Mortgages Payable:
Mortgages payable consist of the following:
1994 1993 ------------------------------------------------------------- Mortgage payable through January 1, 1997 (a) $33,516,404 $35,418,763 Mortgage payable through January 1, 2000 (b) 4,392,484 5,021,720 ----------- -----------
$37,908,888 $40,440,483 =========== ===========
(a) Interest on $22,283,203 is fixed at 9.79% per annum through an interest rate swap agreement and interest on the remaining $11,233,201 floats at the prime rate. The mortgagee is the counterparty to the interest rate swap agreement. Principal payments are $75,000 per month. Additional amounts are payable upon disposition of properties collateralizing the loan. The balance of the loan of $31,716,404 is due on January 1, 1997.
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
(b) Payable in equal monthly installments and bears interest at the rate of 10 1/8% per annum until maturity on January 1, 2000. At the lender's option, the loan is subject to prepayment on January 1, 1997 or in any month thereafter.
Mortgages payable are collateralized by substantially all of the Operating Partnership's property, plant and equipment.
As of December 31, 1994, scheduled mortgage payments are as follows:
1995 $ 1,595,989 1996 1,669,821 1997 32,567,892 1998 941,815 1999 1,041,726 Thereafter 91,645 ------------ $37,908,888 ============
The terms of the various mortgages include certain restrictions which relate to, among other things, the maintenance of a minimum rental income to debt service ratio, the incurrence of additional indebtedness and the payment of distributions.
5. Leases and Related Party Transactions:
At December 31, 1994, the Operating Partnership owned 305 gasoline service station properties and five petroleum product distribution terminals ("fee properties"), marketing equipment and a leasehold interest in one petroleum distribution terminal ("leased property"). The Operating Partnership leases the fee properties and the leased property to Getty Petroleum Corp. on a long-term net lease basis. 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.
Future minimum rentals due to the Operating Partnership under operating and direct financing leases as of December 31, 1994 are as follows:
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
Direct Operating Financing Years ending December 31, Leases Leases Total ----------------------------------------------------------------------------
1995 $ 8,967,460 $1,781,544 $10,749,004 1996 8,955,732 1,781,544 10,737,276 1997 8,830,257 1,781,544 10,611,801 1998 8,740,632 1,781,544 10,522,176 1999 8,681,361 1,781,544 10,462,905 Thereafter 723,447 148,462 871,909 ----------- ---------- ----------- $44,898,889 $9,056,182 $53,955,071 =========== ========== ===========
The components of the net investment in direct financing leases as of December 31, 1994 and 1993 are as follows: 1994 1993 ------------------------------------------------------------------------ Minimum lease payments receivable $ 9,056,182 $10,984,010 Less, unearned income (3,308,936) (4,507,735) ----------- ----------- $ 5,747,246 $ 6,476,275 =========== ===========
The net investment in direct financing leases as of December 31, 1994 and 1993 is comprised of the following:
1994 1993 ------------------------------------------------------------------------ Land $ 34,930 $ 34,930 Buildings 5,713,563 5,808,530 Equipment 3,028,760 3,094,351 ----------- ----------- 8,777,253 8,937,811 Less, amortization of investment in direct financing leases (3,030,007) (2,461,536) ----------- ----------- $ 5,747,246 $ 6,476,275 =========== ===========
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
Included in the marketing and distribution assets acquired on February 1, 1985 was a leasehold interest in certain land and a service station located in New York City, which were subleased to Getty Petroleum Corp. On February 21, 1985, the Operating Partnership entered into a contract to sell its leasehold interest for $625,000, payable in two installments ($290,000 upon execution of the contract on February 21, 1985 and the balance at closing). In addition, for $1,500,000, payable in two installments ($10,000 upon execution of the waiver on February 21, 1985 and the balance at closing) the Operating Partnership and Getty Petroleum Corp. waived their preemptive right to purchase the fee interest in the aforementioned property. The sale has not occurred and because of the expiration of the ground lease on June 30, 1992, the Operating Partnership's obligation and right to sell its leasehold interest has terminated. Accordingly, the $300,000 of nonrefundable deposits have been included in "Other income" in the accompanying consolidated statements of income for the year ended December 31, 1992.
During the periods ended December 31, 1994, 1993 and 1992, the Operating Partnership paid $622,000, $598,000 and $574,000, respectively, to Getty Petroleum Corp. for management services and other expenses.
During 1994, the Operating Partnership sold five service stations to Getty Petroleum Corp. for an aggregate amount of $1,131,119 or eleven times the aggregate annual rentals of $102,829, which resulted in a net gain of $658,532 to the Partnership. During 1992, the Operating Partnership sold two service stations to Getty Petroleum Corp. for an aggregate amount of $586,168 or eleven times the aggregate annual rentals of $53,288, which resulted in a net gain of approximately $393,000 to the Partnership. Sales proceeds from dispositions of properties amounted to eleven times annual rentals in accordance with the terms of the lease agreement with Getty Petroleum Corp.
The net gains resulting from the dispositions of properties have been reflected in "Other income" in the accompanying consolidated statements of income.
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
6. Partners' Capital (Deficit): Total Partners' General Limited Capital Partner (a) Partners (b) (Deficit) ------------------------------------------------------------------------------ Balance, December 31, 1991 $ (151,154) $ (128,044) $ (279,198)
Partnership net expenses (11,428) (39,979) (51,407)
Partnership's share of Operating Partnership's net income 1,288,899 4,508,933 5,797,832
Distributions to unitholders (1,049,391) (3,671,066) (4,720,457)
Income applicable to minority interest in excess of distributions 8,569 -- 8,569 ------------ ----------- ----------- Balance, December 31, 1992 85,495 669,844 755,339
Partnership net expenses (11,752) (41,112) (52,864)
Partnership's share of Operating Partnership's net income 1,167,698 4,084,938 5,252,636
Distributions to unitholders (1,071,103) (3,747,019) (4,818,122)
Income applicable to minority interest in excess of distributions 3,058 - 3,058 ------------ ----------- ----------- Balance, December 31, 1993 173,396 966,651 1,140,047
Partnership net expenses (8,679) (30,359) (39,038)
Partnership's share of Operating Partnership's net income 1,311,537 4,588,125 5,899,662
Distributions to unitholders (1,071,103) (3,747,019) (4,818,122)
Income applicable to minority interest in excess of distributions 9,597 - 9,597 ------------ ----------- ----------- Balance, December 31, 1994 $ 414,748 $ 1,777,398 $ 2,192,146 ============ =========== ===========
(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, an officer of Getty Petroleum Corp.
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) NOTES to CONSOLIDATED FINANCIAL STATEMENTS, continued
(b) The Partnership initially offered to holders of record of common stock of Getty Petroleum Corp. rights to subscribe to units of limited partnership interests in the Partnership. In addition, the Limited Partners include the three individuals who are the shareholders of the General Partner.
The Partnership allocates all income, profits, losses, deductions, credits and items of tax preference, and makes distributions to its partners on a pro rata basis. Distributions to the partners in respect of their Partnership interests shall be made at such times, in such amounts and in cash or property as the General Partner in its sole discretion shall determine.
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 or state income taxes at the partnership level but is includable in the individual tax returns of the partners.
Net income for financial statement purposes of $5,860,624, $5,199,772 and $5,746,425 for the years ended December 31, 1994, 1993 and 1992, respectively, differs from the taxable income of $6,418,813, $5,561,865 and $6,023,091 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.
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) Schedule III - REAL ESTATE and ACCUMULATED DEPRECIATION as of December 31, 1994
Property Under --------------------------- Direct Operating Financing Leases Leases Total ------------------------------------------------------------------------------- Initial cost to Operating Partnership (a):
Land $30,960,758 $ 38,000 $30,998,758 Buildings 14,072,669 6,348,784 20,421,453 Equipment 13,680,238 3,379,513 17,059,751 ----------- ----------- ----------- Total initial cost 58,713,665 9,766,297 68,479,962
Acquisition costs capitalized (b) 680,976 113,259 794,235 Debt discount allocated (5,530,964) (919,910) (6,450,874) ----------- ----------- ----------- Net initial cost (a) 53,863,677 8,959,646 62,823,323 Retirements or sales (3,436,421) (182,393) (3,618,814) ----------- ----------- ----------- Gross assets at December 31, 1994 (c) (d) (e) 50,427,256 8,777,253 59,204,509 Accumulated depreciation (f) (18,523,870) -- (18,523,870) Amortization of investment in direct financing leases -- (3,030,007) (3,030,007) ----------- ----------- ----------- Net assets $31,903,386 $ 5,747,246 $37,650,632 =========== =========== ===========
(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, 1994, the Operating Partnership owned 305 gasoline service station properties located in Connecticut (25), Delaware (15), Maine (6), Maryland (3), Massachusetts (41), New Hampshire (7), New Jersey (87), New York (58), Pennsylvania (53), 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 $59,466,500.
(f) Buildings are depreciated over 16 years. See Notes 2 and 3 of Notes to Consolidated Financial Statements.
POWER TEST INVESTORS LIMITED PARTNERSHIP (a New York limited partnership) Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION as of December 31, 1994
Property Under ---------------------------- Direct Operating Financing Leases Leases Total ------------------------------------------------------------------------------- Balance at December 31, 1991 $51,075,871 $ 8,937,811 $60,013,682 Retirements or sales (212,430) -- (212,430) ----------- ----------- ----------- Balance at December 31, 1992 50,863,441 8,937,811 59,801,252 Retirements or sales -- -- -- ----------- ----------- ----------- Balance at December 31, 1993 50,863,441 8,937,811 59,801,252 Retirements or sales (436,185) (160,558) (596,743) ----------- ----------- ----------- Balance at December 31, 1994 $50,427,256 $ 8,777,253 $59,204,509 =========== =========== ===========
Accumulated Accumulated Depreciation Amortization of of Direct Operating Financing Leases Leases Total ------------------------------------------------------------------------------- Balance at December 31, 1991 $16,296,820 $ 1,511,499 $17,808,319 Additions 774,604 430,381 1,204,985 Retirements or sales (18,018) -- (18,018) ----------- ----------- ----------- Balance at December 31, 1992 17,053,406 1,941,880 18,995,286 Additions 773,748 519,656 1,293,404 Retirements or sales -- -- -- ----------- ----------- ----------- Balance at December 31, 1993 17,827,154 2,461,536 20,288,690 Additions 771,404 617,939 1,389,343 Retirements or sales (74,688) (49,468) (124,156) ----------- ----------- ----------- Balance at December 31, 1994 $18,523,870 $ 3,030,007 $21,553,877 =========== =========== ===========
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K:
Page ------ (a) (1) Financial Statements:
Report of Independent Accountants 10
Consolidated Financial Statements: Balance Sheets - December 31, 1994 and 1993 11
Statements of Income - for the years ended December 31, 1994, 1993 and 1992 12
Statements of Cash Flows - for the years ended December 31, 1994, 1993 and 1992 13
Notes to Consolidated Financial Statements 14 - 21
(a) (2) Schedule:
III - Real Estate and Accumulated Depreciation as of December 31, 1994 22 - 23
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)).
3.2 By-laws of CLS General Partnership Corp. (Incorporated herein by reference to Exhibit 3.2 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
4.1 Certificate and Agreement of Limited Partnership of Power Test Investors Limited Partnership. (Incorporated herein by reference to Exhibit 4.1 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
4.2 Certificate and Agreement of Limited Partnership of Power Test Realty Company Limited Partnership. (Incorporated herein by reference to Exhibit 4.2 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
4.3 Amendment No. 1 to Certificate and Agreement of Limited Partnership of Power Test Investors Limited Partnership. (Incorporated herein by reference to Exhibit 4.3 of the Exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1986 (Commission File No. 0-14557)).
4.4 Amendment No. 1 to Certificate and Agreement of Limited Partnership of Power Test Realty Company Limited Partnership. (Incorporated herein by reference to Exhibit 4.4 of the Exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1986 (Commission File No. 0-14557)).
10.1 Loan Agreement dated February 1, 1985 between The Chase Manhattan Bank, N.A., and Power Test Realty Company Limited Partnership and related Note. (Incorporated herein by reference to Exhibit 10.1 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
10.1 (a) Note Modification Agreement dated January 22, 1986 amending the Loan Agreement dated February 1, 1985 and related Note (10.1), Collateral Assignment and Security Agreement (10.2) and Form of Mortgage (10.3) between The Chase Manhattan Bank, N.A., and Power Test Realty Company Limited Partnership. (Incorporated herein by reference to Exhibit 10.1 (a) of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985 (Commission File No. 2-97195)).
10.2 Collateral Assignment and Security Agreement dated February 1, 1985 between Power Test Realty Company Limited Partnership and The Chase Manhattan Bank, N.A. (Incorporated herein by reference to Exhibit 10.2 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
10.3 Form of Mortgage from Power Test Realty Company Limited Partnership, as Mortgagor, to The Chase Manhattan Bank, N.A., as Mortgagee, dated as of February 1, 1985. (Incorporated herein by reference to Exhibit 10.3 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
10.4 Promissory Note of Power Test Realty Company Limited Partnership to Texaco Refining and Marketing Inc. dated February 1, 1985. (Incorporated herein by reference to Exhibit 10.4 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
10.5 Security Agreement dated February 1, 1985 between Power Test Realty Company Limited Partnership and Texaco Refining and Marketing Inc. (Incorporated herein by reference to Exhibit 10.5 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
10.6 Form of Mortgage and Security Agreement from Power Test Realty Company Limited Partnership, as Mortgagor, to Texaco Refining and Marketing Inc., as Mortgagee, dated February 1, 1985. (Incorporated herein by reference to Exhibit 10.6 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2- 97195)).
10.7 Asset Purchase Agreement between Getty Petroleum Corp. (formerly Power Test Corp.) and Texaco Inc., Getty Oil Company, and Getty Refining and Marketing Company, dated December 21, 1984. (Filed as Exhibit 2(a) to Getty Petroleum Corp.'s (formerly Power Test Corp.) Current Report on Form 8-K dated February 19, 1985 (Commission File No. 0-6386) and incorporated herein by reference).
10.8 Form of Real Property Leases between Power Test Realty Company Limited Partnership, as Lessor, and Getty Petroleum Corp. (formerly Power Test Corp.) (either directly or indirectly through a wholly- owned subsidiary), as Lessee, each dated February 1, 1985. (Filed as Exhibit 2(e) to Getty Petroleum Corp.'s (formerly Power Test Corp.) Current Report on Form 8-K dated February 19, 1985 (Commission File No. 0-6386) and incorporated herein by reference).
10.9 Rolling Stock Lease between Power Test Realty Company Limited Partnership, as Lessor, and Power Test Petro Corp. (a wholly-owned subsidiary of Getty Petroleum Corp. (formerly Power Test Corp.)), as Lessee, dated February 1, 1985. (Filed as Exhibit 2(f) to Getty Petroleum Corp.'s (formerly Power Test Corp.) Current Report on Form 8-K dated February 19, 1985 (Commission File No. 0-6386) and incorporated herein by reference).
10.10 Equipment Lease between Power Test Realty Company Limited Partnership, as Lessor, and Getty Petroleum Corp. (formerly Power Test Corp.) as Lessee, dated February 1, 1985. (Filed as Exhibit 2(g) to Getty Petroleum Corp.'s (formerly Power Test Corp.) Current Report on Form 8-K dated February 19, 1985 (Commission File No. 0- 6386) and incorporated herein by reference).
10.11 Guaranty of Getty Petroleum Corp. (formerly Power Test Corp.) of lease obligations of Getty Terminals Corp. (formerly Clay Oil Terminals Inc.), as lessee, to Power Test Realty Company Limited Partnership, as lessor. (Incorporated herein by reference to Exhibit 10.11 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
10.12 Guaranty of Getty Petroleum Corp. (formerly Power Test Corp.) of lease obligations of Power Test Petro Corp., as lessee, to Power Test Realty Company Limited Partnership, as lessor. (Incorporated herein by reference to Exhibit 10.12 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2- 97195)).
10.13 Newark Terminal Agreement among Texaco Refining and Marketing Inc., Power Test Realty Company Limited Partnership and The Chase Manhattan Bank, N.A., dated February 1, 1985. (Incorporated herein by reference to Exhibit 10.13 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2- 97195)).
10.14 Easement and ECRA Agreement among Texaco Refining and Marketing Inc., Texaco Inc., Power Test Realty Company Limited Partnership and Getty Petroleum Corp. (formerly Power Test Corp.), dated February 1, 1985. (Incorporated herein by reference to Exhibit 10.14 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195)).
10.15 Promissory Note of Power Test Realty Company Limited Partnership to Peoples Bank, N.A., dated July 30, 1985. (Incorporated herein by reference to Exhibit 10.15 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985 (Commission File No. 2-97195)).
10.16 Promissory Note of Power Test Realty Company Limited Partnership to John Hancock Mutual Life Insurance Company dated December 19, 1985. (Incorporated herein by reference to Exhibit 10.16 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985 (Commission File No. 2-97195)).
10.17 Note Modification Agreement dated April 18, 1986 between Getty Petroleum Corp. and Power Test Realty Company Limited Partnership. (Incorporated herein by reference to Exhibit 10.17 of the Exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1986 (Commission File No. 0-14557)).
10.18 Promissory Note made as of April 18, 1986 between Getty Petroleum Corp. and Power Test Realty Company Limited Partnership. (Incorporated herein by reference to Exhibit 10.18 of the Exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1986 (Commission File No. 0-14557)).
10.19 Agreement extending maturity date of Promissory Note made as of April 18, 1986 between Getty Petroleum Corp. and Power Test Realty Company Limited Partnership. (Incorporated herein by reference to Exhibit 10.19 of the Exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1986 (Commission File No. 0-14557)).
10.20 Loan Agreement between Power Test Realty Company Limited Partnership and Bank of New England, N.A. dated as of December 10, 1986. (Incorporated herein by reference to Exhibit 10.20 of the Exhibits filed with the Registrants's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 (Commission File No. 0-14557)).
10.21 Hazardous Waste and PMPA Indemnification Agreement dated as of December 10, 1986 among Getty Petroleum Corp., Power Test Realty Company Limited Partnership and Bank of New England, N.A. (Incorporated herein by reference to Exhibit 10.21 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 (Commission File No. 0-14557)).
10.22 Mortgage Rider attached to all Forms of Mortgages dated December 10, 1986 between Power Test Realty Company Limited Partnership (the "Mortgagor") and Bank of New England, N.A. (the "Mortgagee"), filed in all the various states, none of which contain provisions of substance. (Incorporated herein by reference to Exhibit 10.22 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 (Commission File No. 0- 14557)).
10.23 Note Agreement dated as of December 1, 1986 between Power Test Realty Company Limited Partnership and Massachusetts Mutual Life Insurance Company. (Incorporated herein by reference to Exhibit 10.23 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 (Commission File No. 0- 14557)).
10.24 Guaranty Agreement dated as of December 1, 1986 of Getty Petroleum Corp. regarding distribution terminal leases between Power Test Realty Company Limited Partnership and Getty Terminals Corp. (Incorporated herein by reference to Exhibit 10.24 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 (Commission File No. 0-14557)).
10.25 Mortgage and Security Agreement dated as of December 1, 1986 from Power Test Realty Company Limited Partnership to Massachusetts Mutual Life Insurance Company for the East Providence, Rhode Island terminal, which is identical to the Mortgage and Security Agreements for the four other terminals mortgaged under the Note Agreement. (Incorporated herein by reference to Exhibit 10.25 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986 (Commission File No. 0-14557)).
10.26 Amendment No. 1 dated November 30, 1989 to Loan Agreement between Power Test Realty Company Limited Partnership and Bank of New England, N.A. dated December 10, 1986. (Incorporated herein by reference to Exhibit 10.26 of the Exhibits filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (Commission File No. 0-14557)).
27 Financial Data Schedule.
(b) Report on Form 8-K: None
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 -------------------------------------------------- Leo Liebowitz, President, Treasurer and a Director of CLS General Partnership Corp., the General Partner (Principal Financial and Accounting Officer)
Date March 30, 1995 -----------------
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 ----------------------------------------------------- Milton Safenowitz, Executive Vice President, Assistant Secretary and a Director of CLS General Partnership Corp., the General Partner
Date March 30, 1995 --------------------
By ----------------------------------------------------- Milton Cooper, Secretary, Assistant Treasurer and a Director of CLS General Partnership Corp., the General Partner
Date March 30, 1995 ---------------------
EXHIBIT INDEX --------------- Power Test Investors Limited Partnership
Annual Report on Form 10-K for the year ended December 31, 1994
Exhibit Begins on No. Description Sequential Page No. ------------------------------------------------------------------------------- 3.1 Articles of Incorporation of Incorporated by reference to Exhibit CLS General Partnership Corp. 3.1 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195).
3.2 By-laws of CLS General Incorporated by reference to Exhibit Partnership Corp. 3.2 of the Exhibits filed with the Registrant's Registration Statement on Form S-11 (Registration No. 2-97195).
4.1 Certificate and Agreement of Incorporated by reference to Exhibit Limited Partnership of Power 4.1 of the Exhibits filed with the Test Investors Limited Registrant's Registration Statement on Partnership. Form S-11 (Registration No. 2-97195).
4.2 Certificate and Agreement of Incorporated by reference to Exhibit Limited Partnership of Power 4.2 of the Exhibits filed with the Test Realty Company Limited Registrant's Registration Statement on Partnership. Form S-11 (Registration No. 2-97195).
4.3 Amendment No. 1 to Certificate Incorporated by reference to Exhibit and Agreement of Limited 4.3 of the Exhibits filed with the Partnership of Power Test Registrant's Quarterly Report on Investors Limited Partnership. Form 10-Q for the quarter ended September 30, 1986 (Commission File No. 0-14557).
4.4 Amendment No. 1 to Certificate Incorporated by reference to Exhibit and Agreement of Limited 4.4 of the Exhibits filed with the Partnership of Power Test Registrant's Quarterly Report on Realty Company Limited Form 10-Q for the quarter ended Partnership. September 30, 1986 (Commission File No. 0-14557).
10.1 Loan Agreement dated Incorporated by reference to Exhibit February 1, 1985 between The 10.1 of the Exhibits filed with the Chase Manhattan Bank, N.A., Registrant's Registration Statement and Power Test Realty Company on Form S-11 (Registration Limited Partnership and No. 2-97195). related Note.
10.1(a) Note Modification Agreement Incorporated by reference to Exhibit dated January 22, 1986 amending 10.1(a) of the Exhibits filed with the Loan Agreement dated the Registrant's Annual Report on Form February 1, 1985 and related 10-K for the fiscal year ended Note (10.1), Collateral December 31, 1985 Assignment and Security (Commission File No. 2-97195). Agreement (10.2) and Form of Mortgage (10.3) between The Chase Manhattan Bank, N.A., and Power Test Realty Company Limited Partnership.
10.2 Collateral Assignment and Incorporated by reference to Exhibit Security Agreement dated 10.2 of the Exhibits filed with the February 1, 1985 between Registrant's Registration Statement on Power Test Realty Company Form S-11 (Registration No. 2-97195). Limited Partnership and The Chase Manhattan Bank, N.A.
10.3 Form of Mortgage from Power Incorporated by reference to Exhibit Test Realty Company Limited 10.3 of the Exhibits filed with the Partnership, as Mortgagor, Registrant's Registration Statement on to The Chase Manhattan Bank, Form S-11 (Registration No. 2-97195). N.A., as Mortgagee, dated as of February 1, 1985.
10.4 Promissory Note of Power Incorporated by reference to Exhibit Test Realty Company Limited 10.4 of the Exhibits filed with the Partnership to Texaco Registrant's Registration Statement on Refining and Marketing Inc. Form S-11 (Registration No. 2-97195). dated February 1, 1985.
10.5 Security Agreement dated Incorporated by reference to Exhibit February 1, 1985 between 10.5 of the Exhibits filed with the Power Test Realty Company Registrant's Registration Statement on Limited Partnership and Form S-11 (Registration No. 2-97195). Texaco Refining and Marketing Inc.
10.6 Form of Mortgage and Security Incorporated by reference to Exhibit Agreement from Power Test 10.6 of the Exhibits filed with Realty Company Limited Partner- Registrant's Registration Statement on ship, as Mortgagor, to Texaco Form S-11(Registration No. 2-97195). Refining and Marketing, Inc., as Mortgagee, dated February 1, 1985.
10.7 Asset Purchase Agreement Filed as Exhibit 2(a) to Getty between Getty Petroleum Corp. Petroleum Corp.'s (formerly Power Test (formerly Power Test Corp.) Corp.) Current Report on Form 8-K dated and Texaco Inc., Getty Oil February 19, 1985 (Commission File No. Company, and Getty Refining 0-6386) and incorporated herein by and Marketing Company, reference. dated December 21, 1984.
10.8 Form of Real Property Leases Filed as Exhibit 2(e) to Getty between Power Test Realty Petroleum Corp.'s (formerly Power Test Company Limited Partnership, Corp.) Current Report on Form 8-K dated as Lessor, and Getty Petroleum February 19, 1985 (Commission File No. Corp. (formerly Power Test 0-6386) and incorporated herein by Corp.) (either directly or reference. indirectly through a wholly- owned subsidiary), as Lessee, each dated February 1, 1985.
10.9 Rolling Stock Lease between Filed as Exhibit 2(f) to Getty Power Test Realty Company Petroleum Corp.'s (formerly Power Test Limited Partnership, as Corp.) Current Report on Form 8-K dated Lessor, and Power Test February 19, 1985 (Commission File No. Petro Corp. (a wholly- 0-6386) and incorporated herein by owned subsidiary of Getty reference. Petroleum Corp.), as Lessee, dated February 1, 1985.
10.10 Equipment Lease between Power Filed as Exhibit 2(g) to Getty Test Realty Company Limited Petroleum Corp.'s (formerly Power Test Partnership, as Lessor, and Corp.) Current Report on Form 8-K dated Getty Petroleum Corp. (formerly February 19, 1985 (Commission File No. Power Test Corp.) as Lessee, 0-6386) and incorporated herein by dated February 1, 1985. reference.
10.11 Guaranty of Getty Petroleum Incorporated by reference to Exhibit Corp. (formerly Power Test 10.11 of the Exhibits filed with the Corp.) of lease obligations Registrant's Registration Statement on of Getty Terminals Corp. Form S-11 (Registration No. 2-97195). (formerly Clay Oil Terminals Inc.), as lessee, to Power Test Realty Company Limited Partnership, as lessor.
10.12 Guaranty of Getty Petroleum Incorporated by reference to Exhibit Corp. (formerly Power Test 10.12 of the Exhibits filed with the Corp.) of lease obligations Registrant's Registration Statement on of Power Test Petro Corp., Form S-11 (Registration No. 2-97195). as lessee, to Power Test Realty Company Limited Partnership, as lessor.
10.13 Newark Terminal Agreement Incorporated by reference to Exhibit among Texaco Refining and 10.13 of the Exhibits filed with the Marketing Inc., Power Registrant's Registration Statement on Test Realty Company Limited Form S-11 (Registration No. 2-97195). Partnership and The Chase Manhattan Bank, N.A., dated February 1, 1985.
10.14 Easement and ECRA Agreement Incorporated by reference to Exhibit among Texaco Refining and 10.14 of the Exhibits filed with the Marketing Inc., Texaco Inc., Registrant's Registration Statement on Power Test Realty Company Form S-11 (Registration No. 2-97195). Limited Partnership and Getty Petroleum Corp. (formerly Power Test Corp.), dated February 1, 1985.
10.15 Promissory Note of Power Incorporated by reference to Exhibit Test Realty Company Limited 10.15 of the Exhibits filed with the Partnership to Peoples Bank, Registrant's Annual Report on Form 10-K N.A., dated July 30, 1985. for the fiscal year ended December 31, 1985 (Commission File No. 2-97195).
10.16 Promissory Note of Power Test Incorporated by reference to Exhibit Realty Company Limited 10.16 of the Exhibits filed with the Partnership to John Hancock Registrant's Annual Report on Form 10-K Mutual Life Insurance Company for the fiscal year ended December 31, dated December 19, 1985. 1985 (Commission File No. 2-97195).
10.17 Note Modification Agreement Incorporated by reference to Exhibit dated April 18, 1986 between 10.17 of the Exhibits filed with the Getty Petroleum Corp. and Registrant's Quarterly Report on Form Power Test Realty Company 10-Q for the quarter ended March 31, Limited Partnership. 1986 (Commission File No. 0-14557).
10.18 Promissory Note made as of Incorporated by reference to Exhibit April 18, 1986 between Getty 10.18 of the Exhibits filed with the Petroleum Corp. and Power Registrant's Quarterly Report on Form Test Realty Company Limited 10-Q for the quarter ended June 30, Partnership. 1986 (Commission File No. 0-14557).
10.19 Agreement extending maturity Incorporated by reference to Exhibit date of Promissory Note made 10.19 of the Exhibits filed with the as of April 18, 1986 between Registrant's Quarterly Report on Form Getty Petroleum Corp. and 10-Q for the quarter ended September Power Test Realty Company 30, 1986 (Commission File No. 0-14557). Limited Partnership.
10.20 Loan Agreement between Power Incorporated by reference to Exhibit Test Realty Company Limited 10.20 of the Exhibits filed with the Partnership and Bank of New Registrant's Annual Report on Form 10-K England, N.A. dated as of for the fiscal year ended December 31, December 10, 1986. 1986 (Commission File No. 0-14557).
10.21 Hazardous Waste and PMPA Incorporated by reference to Exhibit Indemnification Agreement 10.21 of the Exhibits filed with the dated as of December 10, Registrant's Annual Report on Form 10-K 1986 among Getty Petroleum for the fiscal year ended December 31, Corp., Power Test Realty 1986 (Commission File No. 0-14557). Company Limited Partnership and Bank of New England, N.A.
10.22 Mortgage Rider attached to Incorporated by reference to Exhibit all Forms of Mortgages dated 10.22 of the Exhibits filed with the December 10, 1986 between Registrant's Annual Report on Form 10-K Power Test Realty Company for the fiscal year ended December 31, Limited Partnership (the 1986 (Commission File No. 0-14557). "Mortgagor") and Bank of New England, N.A. (the "Mortgagee"), filed in all the various states, none of which contain provisions of substance.
10.23 Note Agreement dated as of Incorporated by reference to Exhibit December 1, 1986 between 10.23 of the Exhibits filed with the Power Test Realty Company Registrant's Annual Report on Form 10-K Limited Partnership and for the fiscal year ended December 31, Massachusetts Mutual Life 1986 (Commission File No. 0-14557). Insurance Company.
10.24 Guaranty Agreement dated Incorporated by reference to Exhibit as of December 1, 1986 of 10.24 of the Exhibits filed with the Getty Petroleum Corp. Registrant's Annual Report on Form 10-K regarding distribution terminal for the fiscal year ended December 31, leases between Power Test 1986 (Commission File No. 0-14557). Realty Company Limited Partnership and Getty Terminals Corp.
10.25 Mortgage and Security Agreement Incorporated by reference to Exhibit dated as of December 1, 1986 10.25 of the Exhibits filed with the from Power Test Realty Company Registrant's Annual Report on Form 10-K Limited Partnership to for the fiscal year ended December 31, Massachusetts Mutual Life 1986 (Commission File No. 0-14557). Insurance Company for the East Providence Rhode Island terminal, which is identical to the Mortgage and Security Agreements for the four other terminals mortgaged under the Note Agreement.
10.26 Amendment No. 1 dated Incorporated by reference to Exhibit November 30, 1989 to Loan 10.26 of the Exhibits filed with the Agreement between Power Registrant's Annual Report on Form 10-K Test Realty Company Limited for the fiscal year ended December 31, Partnership and Bank of New 1989 (Commission File No. 0-14557). England, N.A. dated December 10, 1986.
27 Financial Data Schedule. 37
EXHIBIT 27 ------------ [LEGEND] THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF POWER TEST INVESTORS LIMITED PARTNERSHIP AS OF DECEMBER 31, 1994 AND FOR THE YEAR THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.