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GETTY REALTY CORP /MD/ - Annual Report: 2009 (Form 10-K)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

 

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

 

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 001-13777

 

GETTY REALTY CORP.


(Exact name of registrant as specified in its charter)


 

 

 

 

 

 

 

 

Maryland

 

 

 

11-3412575

 

 


 

 

 


 

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. employer identification no.)


 

 

 

125 Jericho Turnpike, Suite 103, Jericho, New York

 

11753


 


(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (516) 478-5400

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

TITLE OF EACH CLASS

 

NAME OF EACH EXCHANGE ON WHICH REGISTERED


 


Common Stock, $0.01 par value

 

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

 

None


(Title of Class)


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No þ

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.
Yesþ No o


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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

Large accelerated filer o

 

   Accelerated filer þ

 

Non-accelerated filer o

 

   Smaller reporting company o

 

 

 

 

   (Do not check if a smaller reporting company)

 

 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ

The aggregate market value of common stock held by non-affiliates (17,324,093 shares of common stock) of the Company was $326,905,635 as of June 30, 2009.

The registrant had outstanding 24,766,426 shares of common stock as of March 16, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

 

 

 

DOCUMENT

 

PART OF FORM
10-K


 


Selected Portions of Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed by the registrant on or prior to 120 days following the end of the registrant’s year ended December 31, 2009 pursuant to Regulation 14A.

 

III

ii



TABLE OF CONTENTS

 

 

 

 

 

 

Item

 

Description

 

Page


 


 


 

 

 

 

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

2

 

 

 

 

 

 

 

 

 

PART I

 

 

 

 

 

 

 

 

 

1

 

Business

 

4

 

1A

 

Risk Factors

 

8

 

1B

 

Unresolved Staff Comments

 

20

 

2

 

Properties

 

20

 

3

 

Legal Proceedings

 

23

 

 

 

 

 

 

 

 

 

PART II

 

 

 

 

 

 

 

 

 

5

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

27

 

6

 

Selected Financial Data

 

29

 

7

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

31

 

7A

 

Quantitative and Qualitative Disclosures About Market Risk

 

48

 

8

 

Financial Statements and Supplementary Data

 

50

 

9

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

81

 

9A

 

Controls and Procedures

 

81

 

9B

 

Other Information

 

81

 

 

 

 

 

 

 

 

 

PART III

 

 

 

 

 

 

 

 

 

10

 

Directors, Executive Officers and Corporate Governance

 

82

 

11

 

Executive Compensation

 

83

 

12

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

83

 

13

 

Certain Relationships and Related Transactions, and Director Independence

 

83

 

14

 

Principal Accountant Fees and Services

 

83

 

 

 

 

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

 

 

15

 

Exhibits and Financial Statement Schedules

 

84

 

 

 

 

 

 

 

 

 

Signatures

 

94

 

 

 

Exhibit Index

 

95

 

iii


Cautionary Note Regarding Forward-Looking Statements

          Certain statements in this Annual Report on Form 10-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When we use the words “believes,” “expects,” “plans,” “projects,” “estimates,” “predicts” and similar expressions, we intend to identify forward-looking statements. (All capitalized and undefined terms used in this section shall have the same meanings hereafter defined below in this Annual Report on Form 10-K.) Examples of forward-looking statements include, but are not limited to, statements regarding: our primary tenant, Marketing, and the Marketing Leases included in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Marketing and the Marketing Leases” and elsewhere in this Annual Report on Form 10-K; our belief that our network of retail motor fuel and convenience store properties and terminal properties are unique and not readily available for purchase or lease from other owners or landlords; our belief regarding the difficulty of obtaining the permits necessary to operate a network of petroleum marketing properties such as ours; future acquisitions and their impact on our financial performance; compliance with federal, state and local provisions enacted or adopted pertaining to environmental matters; our estimates and assumptions regarding the Marketing Environmental Liabilities; the impact of any modification or termination of the Marketing Leases on our business and ability to pay dividends or our stock price; our ability to predict if Marketing will continue to be dependent on financial support from Lukoil to meet its obligations as they become due through the terms of the Marketing Leases, that it is probable that Lukoil will continue to provide financial support to Marketing in the future and that Lukoil will not allow Marketing to fail to perform its rental, environmental and other obligations under the Marketing Leases; our belief that it is not probable that Marketing will not pay for substantially all of the Marketing Environmental Liabilities; our belief that Marketing is exiting the direct-supplied retail gasoline business by entering into subleases with petroleum distributors; our belief that Marketing is seeking subtenants for other significant portions of the portfolio of properties it leases from us; our decision to attempt to negotiate with Marketing for a modification of the Marketing Leases which removes certain properties from the Marketing Leases; our ability to predict if, or when, the Marketing Leases will be modified or terminated, the terms of any such modification or termination or what actions Marketing and Lukoil will take and what our recourse will be whether the Marketing Leases are modified or terminated or not; our belief that it is not probable that we will not collect the deferred rent receivable related to the properties subject to the Marketing Leases other than the deferred rent receivable related to the three hundred fifty properties we identified as being the most likely to be removed from the Marketing Leases; the expected effect of regulations on our long-term performance; our expected ability to maintain compliance with applicable regulations; our ability to renew expired leases; the adequacy of our current and anticipated cash flows from operations, borrowings under our Credit Agreement and available cash and cash equivalents; our ability to re-let properties at market rents or sell properties; our ability to maintain our federal tax status as a real estate investment trust (“REIT”); the probable outcome of litigation or regulatory actions and its impact on us; our belief that Marketing or other counterparties are responsible for certain environmental remediation costs; our expected recoveries from underground storage tank funds; our exposure and liability due to environmental remediation costs; our estimates and assumptions regarding remediation costs; our belief that our accruals for environmental litigation matters were appropriate based on information then currently available; our expectations as to the long-term effect of environmental liabilities on our business, financial condition, results of operations, liquidity, ability to pay dividends and stock price; our exposure to interest rate fluctuations and the manner in which we expect to manage this exposure; the expected reduction in interest-rate risk resulting from our interest rate Swap Agreement and our expectation that we will not settle the interest rate Swap Agreement prior to its maturity; our expectation as to our continued compliance with the financial covenants in our Credit Agreement and our Term Loan Agreement and that the Credit Agreement will be refinanced with variable interest-rate debt at its maturity; our expectations regarding corporate level federal income taxes; the indemnification obligations of the Company and others; our assessment of the likelihood of future competition; our beliefs regarding our insurance coverage; our belief that Marketing had removed, or has scheduled removal of the gasoline tanks and related equipment at approximately one hundred fifty, or 18%, of our properties and our beliefs that most of these properties are either vacant or provide negative or marginal contribution to Marketing’s results; assumptions regarding the future applicability of our accounting estimates, assumptions and policies; our intention to pay future dividends and the amounts thereof; and our beliefs about the reasonableness of our accounting estimates, judgments and assumptions including the estimated net sales value we expect to receive on the properties where we reduced the carrying amount of the properties during 2009.

          These forward-looking statements are based on our current beliefs and assumptions and information currently

2


available to us, and involve known and unknown risks (including the risks described below in “Item 1A. Risk Factors” and other risks that we describe from time to time in our other filings with the SEC, uncertainties and other factors which may cause our actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

          These risks include, but are not limited to risks associated with: owning and leasing real estate generally; adverse developments in general business, economic or political conditions; material dependence on Marketing as a tenant; the impact of Marketing’s announced restructuring of its business; our inability to provide access to financial information about Marketing; the modification or termination of the Marketing Leases; Marketing paying its environmental obligations or changes in our assumptions for environmental liabilities related to the Marketing Leases; competition for properties and tenants; performance of our tenants of their lease obligations, tenant non-renewal and our ability to re-let or sell vacant properties; the effects of taxation and change to other applicable standards or regulations; potential exposure related to pending lawsuits and claims; costs of completing environmental remediation and of compliance with environmental legislation and regulations; our exposure to counterparty risk and our ability to effective manage or mitigate this risk; owning real estate primarily concentrated in the Northeast and Mid-Atlantic regions of the United States; substantially all of our tenants depending on the same industry for their revenues; potential future acquisitions; losses not covered by insurance; the impact of our electing to be treated as a REIT under the federal income tax laws, including subsequent failure to qualify as a REIT; our dependence on external sources of capital; generalized credit market dislocations and contraction of available credit; our business operations generating sufficient cash for distributions or debt service; changes in interest rates and our ability to manage or mitigate this risk effectively; our potential inability to pay dividends; changes to our dividend policy; changes in market conditions; adverse affect of inflation; the loss of a member or members of our management team; the uncertainty of our estimates, judgments and assumptions associated with our accounting policies and methods; and terrorist attacks and other acts of violence and war.

          As a result of these and other factors, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, operating results or stock price. An investment in our stock involves various risks, including those mentioned above and elsewhere in this report and those that are described from time to time in our other filings with the SEC.

          You should not place undue reliance on forward-looking statements, which reflect our view only as of the date hereof. We undertake no obligation to publicly release revisions to these forward-looking statements that reflect future events or circumstances or reflect the occurrence of unanticipated events.

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PART I

Item 1. Business

Overview

          Getty Realty Corp., a Maryland corporation, is the largest publicly-traded real estate investment trust (“REIT”) in the United States specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. As of December 31, 2009, we owned nine hundred ten properties and leased one hundred sixty-one additional properties. Our properties are located primarily in the Northeast and the Mid-Atlantic regions in the United States. The Company also owns or leases properties in Texas, North Carolina, Hawaii, California, Florida, Arkansas, Illinois, Ohio, and North Dakota.

          Nearly all of our properties are leased or sublet to distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services. These tenants are responsible for managing the operations conducted at these properties and for the payment of taxes, maintenance, repair, insurance and other operating expenses related to our properties. Our tenants’ financial results are largely dependent on the performance of the petroleum marketing industry, which is highly competitive and subject to volatility. As of December 31, 2009, we leased approximately 78% of our one thousand seventy-one owned and leased properties on a long-term triple-net basis to Getty Petroleum Marketing Inc. (“Marketing”). Marketing is wholly-owned by a subsidiary of OAO LUKoil (“Lukoil”), one of the largest integrated Russian oil companies. Marketing operates the petroleum distribution terminals but typically does not itself directly operate the retail motor fuel and convenience store properties it leases from us. Rather, Marketing generally subleases our retail properties to subtenants that either operate their gas stations, convenience stores, automotive repair services or other businesses at our properties or are petroleum distributors who may operate our properties directly and/or sublet our properties to the operators. (For information regarding factors that could adversely affect us relating to our lessees, including our primary tenant, Marketing, see “Item 1A. Risk Factors”. For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 11 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.” For additional information regarding Marketing and the Marketing Leases (as defined below), see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.)

          We are self-administered and self-managed by our experienced management team, which has over one hundred-two years of combined experience in owning, leasing and managing retail motor fuel and convenience store properties. Our executive officers are engaged exclusively in the day-to-day business of the Company. We administer nearly all management functions for our properties, including leasing, legal, data processing, finance and accounting. We have invested, and will continue to invest, in real estate and real estate related investments, such as mortgage loans, when appropriate opportunities arise.

The History of Our Company

          Our founders started the business in 1955 with the ownership of one gasoline service station in New York City and combined real estate ownership, leasing and management with service station operation and petroleum distribution. We held our initial public offering in 1971 under the name Power Test Corp. We acquired, from Texaco in 1985, the petroleum distribution and marketing assets of Getty Oil Company in the Northeast United States along with the Getty® name and trademark in connection with our real estate and the petroleum marketing business in the United States. We became one of the largest independent owner/operators of petroleum marketing assets in the country, serving retail and wholesale customers through a distribution and marketing network of Getty® and other branded retail motor fuel and convenience store properties and petroleum distribution terminals.

          Marketing was formed to facilitate the spin-off of our petroleum marketing business to our shareholders which was completed in 1997 (the “Spin-Off”). At that time, our shareholders received a tax-free dividend of one share of common stock of Marketing for each share of our common stock. Following the Spin-Off, Marketing held the assets and liabilities of our petroleum marketing operations and a portion of our home heating oil business, and we continued to operate primarily as a real estate company specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. We acquired Power Test Investors Limited Partnership (the “Partnership”) in 1998, thereby acquiring fee title to two hundred ninety-five properties we had previously leased from the Partnership and which the

4


Partnership had acquired from Texaco in 1985. We later sold the remaining portion of our home heating oil business. As a result, we are now exclusively engaged in the ownership, leasing and management of real estate assets, principally in the petroleum marketing industry.

          Marketing was acquired by a U.S. subsidiary of Lukoil in December 2000. In connection with Lukoil’s acquisition of Marketing, we renegotiated our long-term unitary triple-net lease (the “Master Lease”) with Marketing. As of December 31, 2009, Marketing leased from us eight hundred thirty properties under the Master Lease and ten properties under supplemental leases (collectively with the Master Lease, the “Marketing Leases”). Eight hundred thirty-one of the properties leased to Marketing are retail motor fuel and convenience store properties and nine of the properties are petroleum distribution terminals. Seven hundred eight of the properties leased to Marketing are owned by us and one hundred thirty-two of the properties are leased by us from third parties. The Master Lease has an initial term expiring in December 2015, and generally provides Marketing with three renewal options of ten years each and a final renewal option of three years and ten months extending to 2049. The Master Lease is a unitary lease and, therefore, Marketing’s exercise of any renewal option can only be on an “all or nothing” basis. The supplemental leases have initial terms of varying expiration dates. The Marketing Leases are “triple-net” leases, pursuant to which Marketing is responsible for the payment of taxes, maintenance, repair, insurance and other operating expenses. We have licensed the Getty® trademarks to Marketing on an exclusive basis in its marketing territory as of December 2000. We have also licensed the trademarks to Marketing on a non-exclusive basis outside that territory, subject to a gallonage-based royalty, although to date, Marketing has not used the trademark outside that territory. (For additional information regarding Marketing and the Marketing Leases, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.)

          We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. A REIT is a corporation, or a business trust that would otherwise be taxed as a corporation, which meets certain requirements of the Internal Revenue Code. The Internal Revenue Code permits a qualifying REIT to deduct dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for federal income tax purposes. To meet the applicable requirements of the Internal Revenue Code, a REIT must, among other things, invest substantially all of its assets in interests in real estate (including mortgages and other REITs) or cash and government securities, derive most of its income from rents from real property or interest on loans secured by mortgages on real property, and distribute to shareholders annually a substantial portion of its otherwise taxable income. As a REIT, we are required to distribute at least ninety percent of our taxable income to our shareholders each year and would be subject to corporate level federal income taxes on any taxable income that is not distributed.

Real Estate Business

          The operators of our properties are primarily distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services. Over the past decade, these lines of business have matured into a single industry as operators increased their emphasis on co-branded locations with multiple uses. The combination of petroleum product sales with other offerings, particularly convenience store products, has helped provide one-stop shopping for consumers and we believe represented a driving force behind the industry’s historical growth. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, we will seek an alternative tenant or buyer for the property. We lease or sublet approximately twenty of our properties for such uses as fast food restaurants, automobile sales and other retail purposes.

          Revenues from rental properties included in continuing operations for the year ended December 31, 2009 were $84.5 million which is comprised of $82.5 million of lease payments received and $2.0 million of “Rental Revenue Adjustments” consisting of deferred rental income recognized due to the straight-line method of accounting for the leases with Marketing and certain of our other tenants, amortization of above-market and below-market rent for acquired in-place leases and income recognized for direct financing leases. In 2009, we received lease payments from Marketing aggregating approximately $60.0 million (or 72.7%) of the $82.5 million lease payments received included in continuing operations. Our financial results are materially dependent upon the ability of Marketing to meet its rental and environmental obligations under the Marketing Leases. Marketing’s financial results depend on retail petroleum marketing margins from the sale of refined petroleum products and rental income from its subtenants. Marketing’s subtenants either operate their gas stations, convenience stores, automotive repair services or other businesses at our properties or are petroleum distributors who may operate our properties directly and/or sublet our properties to the operators. Since a substantial portion of our revenues are derived from the Marketing Leases, any factor that adversely affects Marketing’s ability to meet its obligations under the Marketing Leases

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may have a material adverse effect on our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price. Marketing has made all required monthly rental payments under the Marketing Leases when due through March 2010, although there can be no assurance that it will continue to do so. (For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 11 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.” For additional information regarding Marketing and the Marketing Leases, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.) You can find more information about our revenues, profits and assets by referring to the financial statements and supplemental financial information in “Item 8. Financial Statements and Supplementary Data”.

          As of December 31, 2009, we owned fee title to nine hundred one retail motor fuel, convenience store and other retail properties and nine petroleum distribution terminals. We also leased one hundred sixty-one retail motor fuel, convenience store and other retail properties. Our typical property is used as a retail motor fuel outlet or convenience store, and is located on between one-half and three quarters of an acre of land in a metropolitan area. Our properties are located primarily in the Northeast and the Mid-Atlantic regions in the United States. The Company also owns or leases properties in Texas, North Carolina, Hawaii, California, Florida, Arkansas, Illinois, Ohio, and North Dakota. Approximately one-half of our retail motor fuel properties have repair bays (typically two or three bays per station) and nearly half have convenience stores, canopies or both. We lease four thousand square feet of office space at 125 Jericho Turnpike, Jericho, New York, which is used for our corporate headquarters.

          We believe our network of retail motor fuel and convenience store properties and terminal properties across the Northeast and the Mid-Atlantic regions of the United States is unique and that comparable networks of properties are not readily available for purchase or lease from other owners or landlords. Many of our properties are located at highly trafficked urban intersections or conveniently close to highway entrance and exit ramps. Furthermore, we believe that obtaining the permits necessary to operate a network of petroleum marketing properties such as ours would be a difficult, time consuming and costly process for any potential competitor. However, the real estate industry is highly competitive, and we compete for tenants with a large number of property owners. Our principal means of competition are rents charged in relation to the income producing potential of the location. In addition, we expect other major real estate investors with significant capital will compete with us for attractive acquisition opportunities. These competitors include petroleum manufacturing, distributing and marketing companies, other REITs, investment banking firms and private institutional investors. This competition has increased prices for commercial properties and may impair our ability to make suitable property acquisitions on favorable terms in the future.

          As part of our overall growth strategy we regularly review opportunities to acquire additional properties and we expect to continue to pursue acquisitions that we believe will benefit our financial performance. To the extent that our current sources of liquidity are not sufficient to fund such acquisitions we will require other sources of capital, which may or may not be available on favorable terms or at all.

Trademarks

          We own the Getty® name and trademark in connection with our real estate and the petroleum marketing business in the United States and have licensed the Getty® trademarks to Marketing on an exclusive basis in its marketing territory as of December 2000. We have also licensed the trademarks to Marketing on a non-exclusive basis outside that territory, subject to a gallonage-based royalty, although to date, Marketing has not used the trademark outside that territory. The trademark licenses with Marketing are coterminous with the Master Lease.

Regulation

          We are subject to numerous existing federal, state and local laws and regulations including matters related to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, underground storage tanks (“UST” or “USTs”) and other equipment. Petroleum properties are governed by numerous federal, state and local environmental laws and regulations. These laws have included: (i) requirements to report to governmental authorities discharges of petroleum products into the environment and, under certain circumstances, to remediate the soil and/or groundwater contamination

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pursuant to governmental order and directive, (ii) requirements to remove and replace USTs that have exceeded governmental-mandated age limitations and (iii) the requirement to provide a certificate of financial responsibility with respect to claims relating to UST failures. Our tenants are directly responsible for compliance with various environmental laws and regulations as the operators of our properties.

          We believe that we are in substantial compliance with federal, state and local provisions enacted or adopted pertaining to environmental matters. Although we are unable to predict what legislation or regulations may be adopted in the future with respect to environmental protection and waste disposal, existing legislation and regulations have had no material adverse effect on our competitive position. (For additional information with respect to pending environmental lawsuits and claims see “Item 3. Legal Proceedings”.)

          Environmental expenses are principally attributable to remediation costs which include installing, operating, maintaining and decommissioning remediation systems, monitoring contamination, and governmental agency reporting incurred in connection with contaminated properties. We seek reimbursement from state UST remediation funds related to these environmental expenses where available. We enter into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. In accordance with leases with certain tenants, we have agreed to bring the leased properties with known environmental contamination to within applicable standards, and to either regulatory or contractual closure (“Closure”) in an efficient and economical manner. Generally, upon achieving Closure at each individual property, our environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of our tenant. As of December 31, 2009, we have regulatory approval for remediation action plans in place for two hundred forty-five (95%) of the two hundred fifty-eight properties for which we continue to retain remediation responsibility and the remaining thirteen properties (5%) were in the assessment phase. In addition, we have nominal post-closure compliance obligations at twenty-two properties where we have received “no further action” letters.

          Our tenants are directly responsible to pay for (i) remediation of environmental contamination they cause and compliance with various environmental laws and regulations as the operators of our properties, and (ii) environmental liabilities allocated to our tenants under the terms of our leases and various other agreements between our tenants and us. Generally, the liability for the retirement and decommissioning or removal of USTs and other equipment is the responsibility of our tenants. We are contingently liable for these obligations in the event that our tenants do not satisfy their responsibilities. A liability has not been accrued for obligations that are the responsibility of our tenants based on our tenants’ past histories of paying such obligations and/or our assessment of their respective financial abilities to pay their share of such costs. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so.

          It is possible that our assumptions regarding the ultimate allocation methods and share of responsibility that we used to allocate environmental liabilities may change, which may result in adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. We will be required to accrue for environmental liabilities that we believe are allocable to others under various agreements if we determine that it is probable that the counter-party will not meet its environmental obligations. We may ultimately be responsible to directly pay for environmental liabilities as the property owner if the counterparty fails to pay them. The ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

          For additional information please refer to “Item 1A. Risk Factors” and to “General – Marketing and the Marketing Leases,” “Liquidity and Capital Resources,” “Environmental Matters” and “Contractual Obligations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which appear in Item 7. of this Annual Report on Form 10-K.

Personnel

          As of March 16, 2010, we had sixteen employees.

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Access to our filings with the Securities and Exchange Commission and Corporate Governance Documents

          Our website address is www.gettyrealty.com. Our address, phone number and a list of our officers is available on our website. Our website contains a hyperlink to the EDGAR database of the Securities and Exchange Commission at www.sec.gov where you can access, free-of-charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after such reports are filed. Our website also contains our business conduct guidelines, corporate governance guidelines and the charters of the Compensation, Nominating/Corporate Governance and Audit Committees of our Board of Directors. We also will provide copies of these reports and corporate governance documents free-of-charge upon request, addressed to Getty Realty Corp., 125 Jericho Turnpike, Suite 103, Jericho, NY 11753, Attn: Investor Relations. Information available on or accessible through our website shall not be deemed to be a part of this Annual Report on Form 10-K. You may read and copy any materials that we file with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.

Item 1A. Risk Factors

          We are subject to various risks, many of which are beyond our control. As a result of these and other factors, we may experience material fluctuations in our future operating results on a quarterly or annual basis, which could materially and adversely affect our business, financial condition, results of operations liquidity, ability to pay dividends or stock price. An investment in our stock involves various risks, including those mentioned below and elsewhere this Annual Report on Form 10-K and those that are described from time to time in our other filings with the SEC.

We are subject to risks inherent in owning and leasing real estate.

          We are subject to varying degrees of risk generally related to leasing and owning real estate many of which are beyond our control. In addition to general risks related to owning properties used in the petroleum marketing industry, our risks include, among others:

 

 

our liability as a lessee for long-term lease obligations regardless of our revenues,

 

 

deterioration in national, regional and local economic and real estate market conditions,

 

 

potential changes in supply of, or demand for, rental properties similar to ours,

 

 

competition for tenants and declining rental rates,

 

 

difficulty in selling or re-letting properties on favorable terms or at all,

 

 

impairments in our ability to collect rent payments when due,

 

 

increases in interest rates and adverse changes in the availability, cost and terms of financing,

 

 

the potential for uninsured casualty and other losses,

 

 

the impact of present or future environmental legislation and compliance with environmental laws,

 

 

adverse changes in zoning laws and other regulations, and

 

 

acts of terrorism and war.

          Each of these factors could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. In addition, real estate investments are relatively illiquid, which means that our ability to vary our portfolio of properties in response to changes in economic and other conditions may be limited.

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Adverse developments in general business, economic, or political conditions could have a material adverse effect on us.

          Adverse developments in general business and economic conditions, including through recession, downturn or otherwise, either in the economy generally or in those regions in which a large portion of our business is conducted, could have a material adverse effect on us and significantly increase certain of the risks we are subject to. The general economic conditions in the United States are, and for an extended period of time may be, significantly less favorable than that of prior years. Among other effects, adverse economic conditions could depress real estate values, impact our ability to re-let or sell our properties and have an adverse effect on our tenants’ level of sales and financial performance generally. Our revenues are dependent on the economic success of our tenants and any factors that adversely impact our tenants could also have a material adverse effect on our business, financial condition and results of operations liquidity, ability to pay dividends or stock price.

Because our financial results are materially dependent on the performance of Marketing, in the event that Marketing does not perform its rental or environmental obligations under the Marketing Leases, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price could be materially adversely affected. The financial performance of Marketing had been deteriorating over the three years ending December 31, 2008. No assurance can be given that Marketing will have the ability to meet its obligations under the Marketing Leases.

          Our financial results are materially dependent upon the ability of Marketing to meet its rental and environmental obligations under the Marketing Leases. A substantial portion of our revenues (71% for the year ended December 31, 2009) are derived from the Marketing Leases. Accordingly, any factor that adversely affects Marketing’s ability to meet its obligations under the Marketing Leases may have a material adverse effect on our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price. For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 11 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.” Marketing has made all required monthly rental payments under the Marketing Leases when due through March 2010, although there can be no assurance that it will continue to do so.

          For the year ended December 31, 2008, Marketing reported a significant loss, continuing a trend of reporting large losses in recent years. We have not received Marketing’s operating results for the year ended December 31, 2009. As a result of Marketing’s significant losses for each of the three years ended December 31, 2008, 2007 and 2006 and the cumulative impact of those losses on Marketing’s financial position as of December 31, 2008, we previously concluded that Marketing likely does not have the ability to generate cash flows from its business sufficient to meet its obligations as they come due in the ordinary course through the terms of the Marketing Leases unless it shows significant improvement in its financial results, generates sufficient liquidity through the sale of assets or otherwise, or receives financial support from OAO LUKoil, (“Lukoil”), its parent company. As discussed in more detail below, Marketing has recently undergone a restructuring of its business. We do not know whether Marketing will continue to be dependent on financial support from Lukoil to meet its obligations as they become due through the terms of the Marketing Leases. Lukoil is not, however, a guarantor of the Marketing Leases. Even though Marketing is a wholly-owned subsidiary of Lukoil, and Lukoil has provided capital to Marketing in the past, there can be no assurance that Lukoil will provide financial support or additional capital to Marketing in the future. If Marketing does not meet its obligations under the Marketing Leases, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

In the fourth quarter of 2009, Marketing announced a restructuring of its business. We cannot predict with certainty what impact Marketing’s restructuring and other changes in its business model will have on us.

          In the fourth quarter of 2009, Marketing announced a restructuring of its business. Marketing disclosed that the restructuring included the sale of all assets unrelated to the properties it leases from us, the elimination of parent-guaranteed debt, and steps to reduce operating costs. Marketing sold all assets unrelated to the properties it leases from us to its affiliates, LUKOIL Pan Americas L.L.C. and LUKOIL North America LLC. Marketing paid off debt which had been guaranteed by Lukoil with proceeds from the sale of assets to Lukoil affiliates and with financial support from Lukoil. Marketing also announced additional steps to reduce its costs including closing two marketing regions, eliminating jobs and exiting the direct-supplied retail gasoline business.

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          We believe that Marketing is exiting the direct-supplied retail gasoline business by entering into subleases with petroleum distributors who supply their own petroleum products to our properties. Approximately two hundred fifty retail properties, comprising substantially all of the properties in New England that we lease to Marketing, have been subleased by Marketing to a single distributor. These properties are in the process of being rebranded BP stations and are being supplied petroleum products under a supply contract with BP. In addition, we believe that Marketing recently entered into a sublease with a single distributor in New Jersey covering approximately eighty-five of our properties. We believe that Marketing is seeking subtenants for other significant portions of the portfolio of properties it leases from us.

          In connection with its restructuring, Marketing eliminated debt which had been guaranteed by Lukoil with proceeds from the sale of assets to Lukoil affiliates and with financial support from Lukoil. We cannot predict whether the restructuring announced by Marketing will stem Marketing’s recent history of significant annual operating losses, and whether Marketing will continue to be dependent on financial support from Lukoil to meet its obligations as they become due through the terms of the Marketing Leases. Lukoil is not, however, a guarantor of the Marketing Leases. Even though Marketing is a wholly-owned subsidiary of Lukoil, and Lukoil has provided capital to Marketing in the past, there can be no assurance that Lukoil will provide financial support or additional capital to Marketing in the future. We cannot predict with certainty what impact Marketing’s restructuring and other changes in its business model will have on us. If Marketing does not meet its obligations under the Marketing Leases, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

Although we periodically receive and review the unaudited financial statements and other financial information from Marketing, this information is not publicly available to investors. You will not have access to financial information about Marketing provided to us by Marketing to allow you to independently assess Marketing’s financial condition or its ability to satisfy its obligations under the Marketing Leases.

          We periodically receive and review Marketing’s unaudited financial statements and other financial information. We receive the financial statements and other financial information from Marketing pursuant to the terms of the Marketing Leases. However, the financial statements and other financial information are not publicly available to investors and Marketing contends that the terms of the Marketing Leases prohibit us from including the financial statements and other financial information in our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q or in our Annual Reports to Shareholders. The Marketing Leases provide that Marketing’s financial information which is not publicly available shall be delivered to us within one hundred fifty days after the end of each fiscal year. We have not received Marketing’s operating results for the year ended December 31, 2009. The financial statements and other financial information that we receive from Marketing is unaudited and neither we, nor our auditors, have been involved with its preparation and as a result have no assurance as to its correctness or completeness. You will not have access to financial statements and other financial information about Marketing provided to us by Marketing to allow you to independently assess Marketing’s financial condition or its ability to satisfy its obligations under the Marketing Leases, which may put your investment in us at greater risk of loss.

If the Marketing Leases are modified significantly or terminated, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price could be materially adversely affected.

          From time to time we have held discussions with representatives of Marketing regarding potential modifications to the Marketing Leases. These efforts have been unsuccessful to date as we have not yet reached a common understanding with Marketing that would form a basis for modification of the Marketing Leases. From time to time, however, we have been able to agree with Marketing on terms to allow for removal of individual properties from the Marketing Leases as mutually beneficial opportunities arise. We intend to continue to pursue the removal of individual properties from the Marketing Leases, and we remain open to removal of groups of properties; however, there is no fixed agreement in place providing for removal of properties from the Marketing Leases. Accordingly, the removal of properties from the Marketing Leases is subject to negotiation on a case-by-case basis. If Marketing ultimately determines that its business strategy is to exit all or a portion of the properties it leases from us, it is our intention to cooperate with Marketing in accomplishing those objectives if we determine that it is prudent for us to do so. Any modification of the Marketing Leases that removes a significant number of properties from the Marketing Leases would likely significantly reduce the amount of rent we receive from Marketing and increase our operating expenses. We cannot accurately predict if, or when, the Marketing Leases will be modified; what composition of properties, if any, may be removed from the Marketing Leases as part of any such modification; or what the terms of any agreement for modification of the Marketing Leases may be. We also cannot accurately predict what actions Marketing and Lukoil may take, and what our recourse may be, whether the Marketing Leases are modified or not. We may

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be required to reserve additional amounts of the deferred rent receivable, record additional impairment charges related to our properties, or accrue for environmental liabilities as a result of the potential or actual modification or termination of the Marketing Leases or leases with our other tenants, which may result in material adjustments to the amounts recorded for these assets and liabilities.

          As permitted under the terms of the Marketing Leases, Marketing generally can, subject to any contrary terms under applicable third party leases, use each property for any lawful purpose, or for no purpose whatsoever. We believe that as of December 31, 2009, Marketing had removed, or has scheduled removal of, the underground gasoline storage tanks and related equipment at approximately one hundred fifty, or 18%, of our properties and we also believe that most of these properties are either vacant or provide negative contribution to Marketing’s results. Marketing recently agreed to permit us to list with brokers and to show to prospective purchasers and lessees seventy-five of the properties where Marketing has removed, or has scheduled to remove, underground gasoline storage tanks and related equipment, and we are marketing such properties for sale or leasing. As previously discussed, however, there is no agreement between us and Marketing on terms for removal of properties from the Marketing Leases. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, we will seek an alternative tenant or buyer for such property. With respect to properties that are vacant or have had underground gasoline storage tanks and related equipment removed, it may be more difficult or costly to re-let or sell such properties as gas stations because of capital costs or possible zoning or permitting rights that are required and that may have lapsed during the period since gasoline was last sold at the property.

          We intend either to re-let or sell any properties that are removed from the Marketing Leases, whether such removal arises consensually by negotiation or as a result of default by Marketing, and reinvest any realized sales proceeds in new properties. We intend to offer properties removed from the Marketing Leases to replacement tenants or buyers individually, or in groups of properties, or by seeking a single tenant for the entire portfolio of properties subject to the Marketing Leases. In the event that properties are removed from the Marketing Leases, we cannot accurately predict if, when, or on what terms such properties could be re-let or sold. If the Marketing Leases are significantly modified or terminated, our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

If it becomes probable that Marketing will not pay its environmental obligations, or if we change our assumptions for environmental liabilities related to the Marketing Leases our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends stock price could be materially adversely affected.

          Marketing is directly responsible to pay for (i) remediation of environmental contamination it causes and compliance with various environmental laws and regulations as the operator of our properties, and (ii) known and unknown environmental liabilities allocated to Marketing under the terms of the Marketing Leases and various other agreements with us relating to Marketing’s business and the properties it leases from us (collectively the “Marketing Environmental Liabilities”). However, we continue to have ongoing environmental remediation obligations at one hundred eighty-seven retail sites and for certain pre-existing conditions at six of the terminals we lease to Marketing. If Marketing fails to pay the Marketing Environmental Liabilities, we may ultimately be responsible to pay directly for Marketing Environmental Liabilities as the property owner. We do not maintain pollution legal liability insurance to protect us from potential future claims for Marketing Environmental Liabilities. If we incur material environmental liabilities our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected. We will be required to accrue for Marketing Environmental Liabilities if we determine that it is probable that Marketing will not meet its obligations and we can reasonably estimate the amount of the Marketing Environmental Liabilities for which we will be directly responsible to pay, or if our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities changes. However, we continue to believe that it is not probable that Marketing will not pay for substantially all of the Marketing Environmental Liabilities since we believe that Lukoil will not allow Marketing to fail to perform its rental, environmental and other obligations under the Marketing Leases. Accordingly, we did not accrue for the Marketing Environmental Liabilities as of December 31, 2009 or December 31, 2008. Nonetheless, we have determined that the aggregate amount of the Marketing Environmental Liabilities (as estimated by us) could be material to us if we were required to accrue for all of the Marketing Environmental Liabilities in the future since we believe that as a result of any such accrual, it is reasonably possible that we may not be in compliance with the existing financial covenants in our Credit Agreement and our Term Loan Agreement. Such non-compliance could result in an event of default under the Credit Agreement and the Term Loan Agreement which, if not cured or waived, could result in the acceleration of all of our indebtedness under the Credit Agreement and our Term Loan Agreement. If we determine that it is probable that Marketing will not meet the Marketing Environmental Liabilities and we accrue for such liabilities, our business, financial condition,

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revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

          We estimate that as of December 31, 2009, the aggregate Marketing Environmental Liabilities for which we may ultimately be responsible to pay range between $13 million and $20 million, net of expected recoveries from underground storage tank funds, of which between $6 million and $9 million relate to the three hundred fifty properties that we identified as the basis for our estimate of the deferred rent receivable reserve. Since we generally do not have access to certain site specific information available to Marketing, which is the party responsible for paying and managing its environmental remediation expenses at our properties, our estimates were developed in large part by review of the limited publically available information gathered through electronic databases and freedom of information requests and assumptions we made based on that data and on our own experiences with environmental remediation matters. The actual aggregate Marketing Environmental Liabilities and the actual Marketing Environmental Liabilities related to the three hundred fifty properties that we identified as the basis for our estimate of the deferred rent receivable reserve may differ materially from our estimates and we can provide no assurance as to the accuracy of these estimates.

Substantially all of our tenants depend on the same industry for their revenues.

          We derive substantially all of our revenues from leasing, primarily on a triple-net basis, retail motor fuel and convenience store properties and petroleum distribution terminals to tenants in the petroleum marketing industry. Accordingly, our revenues will be dependent on the economic success of the petroleum marketing industry, and any factors that adversely affect that industry could also have a material adverse effect on our business, financial condition and results of operations liquidity, ability to pay dividends or stock price. The success of participants in that industry depends upon the sale of refined petroleum products at margins in excess of fixed and variable expenses. The petroleum marketing industry is highly competitive and volatile. Petroleum products are commodities, the prices of which depend on numerous factors that affect supply and demand. The prices paid by our tenants and other petroleum marketers for products are affected by global, national and regional factors. A large, rapid increase in wholesale petroleum prices would adversely affect the profitability and cash flows of Marketing and our other tenants if the increased cost of petroleum products could not be passed on to their customers or if automobile consumption of gasoline were to decline significantly. Petroleum products are commodities, the prices of which depend on numerous factors that affect the supply of and demand for petroleum products. The prices paid by Marketing and other petroleum marketers for products are affected by global, national and regional factors. We cannot be certain how these factors will affect petroleum product prices or supply in the future, or how in particular they will affect Marketing or our other tenants.

Our future cash flow is dependent on the performance of our tenants of their lease obligations, renewal of existing leases and either re-letting or selling our vacant properties.

          We are subject to risks that financial distress, default or bankruptcy of our existing tenants may lead to vacancy at our properties or disruption in rent receipts as a result of partial payment or nonpayment of rent or that expiring leases may not be renewed. Under unfavorable general economic conditions, there can be no assurance that our tenants’ level of sales and financial performance generally will not be adversely affected, which in turn, could impact the reliability of our rent receipts. We are subject to risks that the terms of renewal or re-letting our properties (including the cost of required renovations, replacement of gasoline tanks and related equipment or environmental remediation) may be less favorable than current lease terms, or that the values of our properties that we sell may be adversely affected by unfavorable general economic conditions. Unfavorable general economic conditions may also negatively impact our ability to re-let or sell our properties. Numerous properties compete with our properties in attracting tenants to lease space. The number of available or competitive properties in a particular area could have a material adverse effect on our ability to lease or sell our properties and on the rents charged. In addition to the risk of disruption in rent receipts, we are subject to the risk of incurring real estate taxes, maintenance, environmental and other expenses at vacant properties.

          The financial distress, default or bankruptcy of our tenants may also lead to a protracted and expensive processes for retaking control of our properties than would otherwise be the case, including, eviction or other legal proceedings related to or resulting from the tenant’s default. These risks are greater with respect to certain of our tenants who lease multiple properties from us, such as Marketing. (For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 11 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.” For additional information with respect to concentration of tenant risk, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing

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Leases”.) If a tenant files for bankruptcy protection it is possible that we would recover substantially less than the full value of our claims against the tenant.

          If our tenants do not perform their lease obligations, or we were unable to renew existing leases and promptly recapture and re-let or sell vacant locations; or if lease terms upon renewal or re-letting were less favorable than current lease terms, or if the values of properties that we sell are adversely affected by market conditions; or if we incur significant costs or disruption related to or resulting from tenant financial distress, default or bankruptcy; our cash flow could be significantly adversely affected.

Property taxes on our properties may increase without notice.

          Each of the properties we own or lease is subject to real property taxes. The leases for certain of the properties that we lease from third parties obligate us to pay real property taxes with regard to those properties. The real property taxes on our properties and any other properties that we develop, acquire or lease in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. To the extent that our tenants are unable or unwilling to pay such increase in accordance with their leases, our net operating expenses may increase.

We have incurred, and may incur significantly higher operating costs as a result of environmental laws and regulations, which could reduce our profitability.

          We are subject to numerous federal, state and local laws and regulations, including matters relating to the protection of the environment. Under certain environmental laws, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances or petroleum products at, on, or under, such property, and may be required to investigate and clean-up such contamination. Such laws typically impose liability and clean-up responsibility without regard to whether the owner or operator knew of or caused the presence of the contaminants, or the timing or cause of the contamination, and the liability under such laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. For example, liability may arise as a result of the historical use of a property or from the migration of contamination from adjacent or nearby properties. Any such contamination or liability may also reduce the value of the property. In addition, the owner or operator of a property may be subject to claims by third parties based on injury, damage and/or costs, including investigation and clean-up costs, resulting from environmental contamination present at or emanating from a property. The properties owned or controlled by us are leased primarily as retail motor fuel and convenience store properties, and therefore may contain, or may have contained, USTs for the storage of petroleum products and other hazardous or toxic substances, which creates a potential for the release of such products or substances. Some of our properties may be subject to regulations regarding the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Some of the properties may be adjacent to or near properties that have contained or currently contain USTs used to store petroleum products or other hazardous or toxic substances. In addition, certain of the properties are on, adjacent to, or near properties upon which others have engaged or may in the future engage in activities that may release petroleum products or other hazardous or toxic substances. There may be other environmental problems associated with our properties of which we are unaware. These problems may make it more difficult for us to re-let or sell our properties on favorable terms, or at all.

          For additional information with respect to pending environmental lawsuits and claims, environmental remediation costs and estimates, and Marketing and the Marketing Leases see “Item 3. Legal Proceedings”, “Environmental Matters” and “General – Marketing and the Marketing Leases” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 5 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements” each of which is incorporated by reference herein.

          We enter into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. Our tenants are directly responsible to pay for (i) remediation of environmental contamination they cause and compliance with various environmental laws and regulations as the operators of our properties, and (ii) environmental liabilities allocated to our tenants under the terms of our leases and various other agreements between our tenants and us. Generally, the liability for the retirement and decommissioning or removal of USTs and other equipment is the responsibility of our tenants. We are contingently liable for these obligations in the event that our tenants do not satisfy their responsibilities. A liability has not been accrued for obligations that are the responsibility of our tenants based on our tenants’ past histories of paying such obligations and/or our

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assessment of their respective financial abilities to pay their share of such costs. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so.

          As of December 31, 2009, we had accrued $12.6 million as management’s best estimate of the net fair value of reasonably estimable environmental remediation costs which is comprised of $16.5 million of estimated environmental obligations and liabilities offset by $3.9 million of estimated recoveries from state UST remediation funds, net of allowance. Environmental exposures are difficult to assess and estimate for numerous reasons, including the extent of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, as well as the time it takes to remediate contamination. In developing our liability for probable and reasonably estimable environmental remediation costs on a property by property basis, we consider among other things, enacted laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates which are subject to significant change, and are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable. Adjustments to accrued liabilities for environmental remediation costs will be reflected in our financial statements as they become probable and a reasonable estimate of fair value can be made.

          We have not accrued for approximately $1.0 million in costs allegedly incurred by the current property owner in connection with removal of USTs and soil remediation at a property that was leased to and operated by Marketing. We believe that Marketing is responsible for such costs under the terms of the Master Lease, and have tendered the matter for defense and indemnification from Marketing, but Marketing had denied its liability for claims and its responsibility to defend against, and indemnify us, for the claim. We have filed third party claims against Marketing for indemnification in this matter. The property owner’s claim for reimbursement of costs incurred and our claim for indemnification by Marketing were actively litigated, leading to a trial held before a judge. The trial court issued its decision in August 2009 under which the Company and Marketing were held jointly and severally responsible to the current property owner for the costs incurred by the owner to remove USTs and remediate contamination at the site, but, as between the Company and Marketing, Marketing was accountable for such costs under the indemnification provisions of the Master Lease. The order on the trial court’s decision was entered in February 2010, making such decision final for purposes of initiating the limited period of time following which appeal may be taken. We believe that Marketing will appeal the decision; however, we believe the probability that Marketing will not be ultimately responsible for the claim for clean-up costs incurred by the current property owner is remote. It is reasonably possible that our assumption that Marketing will be ultimately responsible for the claim may change, which may result in our providing an accrual for this matter.

          It is possible that our assumptions regarding the ultimate allocation methods and share of responsibility that we used to allocate environmental liabilities may change, which may result in adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. We will be required to accrue for environmental liabilities that we believe are allocable to others under various other agreements if we determine that it is probable that the counter-party will not meet its environmental obligations. We may ultimately be responsible to directly pay for environmental liabilities as the property owner if the counterparty fails to pay them.

          We cannot predict what environmental legislation or regulations may be enacted in the future, or if or how existing laws or regulations will be administered or interpreted with respect to products or activities to which they have not previously been applied. We cannot predict whether state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and if future environmental spending will continue to be eligible for reimbursement at historical recovery rates under these programs. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws which may develop in the future, could have an adverse effect on our financial position, or that of our tenants, and could require substantial additional expenditures for future remediation.

          As a result of the factors discussed above, or others, compliance with environmental laws and regulations could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are defending pending lawsuits and claims and are subject to material losses.

          We are subject to various lawsuits and claims, including litigation related to environmental matters, such as those arising from leaking USTs and releases of motor fuel into the environment, and toxic tort claims. The ultimate resolution of certain matters cannot be predicted because considerable uncertainty exists both in terms of the probability of loss and the estimate of such loss. Our ultimate liabilities resulting from such lawsuits and claims, if any, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. For additional information with respect to pending environmental lawsuits and claims and environmental remediation costs and estimates see “Item 3. Legal Proceedings” and “Environmental Matters” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 5 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements” each of which is incorporated by reference herein.

A significant portion of our properties are concentrated in the Northeast and Mid-Atlantic regions of the United States, and adverse conditions in those regions, in particular, could negatively impact our operations.

          A significant portion of the properties we own and lease are located in the Northeast and Mid-Atlantic regions of the United States. Because of the concentration of our properties in those regions, in the event of adverse economic conditions in

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those regions, we would likely experience higher risk of default on payment of rent payable to us (including under the Marketing Leases) than if our properties were more geographically diversified. Additionally, the rents on our properties may be subject to a greater risk of default than other properties in the event of adverse economic, political, or business developments or natural hazards that may affect the Northeast or Mid-Atlantic United States and the ability of our lessees to make rent payments. This lack of geographical diversification could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are in a competitive business.

          The real estate industry is highly competitive. Where we own properties, we compete for tenants with a large number of real estate property owners and other companies that sublet properties. Our principal means of competition are rents charged in relation to the income producing potential of the location. In addition, we expect other major real estate investors, some with much greater financial resources or more experienced personnel than we have, will compete with us for attractive acquisition opportunities. These competitors include petroleum manufacturing, distributing and marketing companies, other REITs, investment banking firms and private institutional investors. This competition has increased prices for properties we seek to acquire and may impair our ability to make suitable property acquisitions on favorable terms in the future.

We are exposed to counterparty credit risk and there can be no assurances that we will manage or mitigate this risk effectively.

          We regularly interact with counterparties in various industries. The types of counterparties most common to our transactions and agreements include, but are not limited to, landlords, tenants, vendors and lenders. Our most significant counterparties include, but are not limited to, Marketing as our primary tenant, the members of the Bank Syndicate that are counterparties to our Credit Agreement as our primary source of financing and JPMorgan Chase as the counterparty to our interest rate Swap Agreement. The default, insolvency or other inability of a significant counterparty to perform its obligations under an agreement or transaction, including, without limitation, as a result of the rejection of an agreement or transaction in bankruptcy proceedings, could have a material adverse effect on us. (For additional information with respect to, and definitions of, the Bank Syndicate, the Credit Agreement and the Swap Agreement, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risks”.)

We may acquire or develop new properties, and this may create risks.

          We may acquire or develop properties or acquire other real estate companies when we believe that an acquisition or development matches our business strategies. These properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is possible that the operating performance of these properties may decline after we acquire them, they may not perform as expected and, if financed using debt or new equity issuances, may result in shareholder dilution. Our acquisitions of new properties will also expose us to the liabilities of those properties, some of which we may not be aware of at the time of acquisition. We face competition in pursuing these acquisitions and we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover their costs of acquisition or development and operations. Newly acquired properties may require significant management attention that would otherwise be devoted to our ongoing business. We may not succeed in consummating desired acquisitions or in completing developments on time or within our budget. Consequences arising from or in connection with any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are subject to losses that may not be covered by insurance.

          Marketing, and other tenants, as the lessees of our properties, are required to provide insurance for such properties, including casualty, liability, fire and extended coverage in amounts and on other terms as set forth in our leases. We do not maintain pollution legal liability insurance to protect the Company from potential future claims for environmental contamination, including the environmental liabilities that are the responsibility of our tenants. We carry insurance against certain risks and in such amounts as we believe are customary for businesses of our kind. However, as the costs and availability of insurance change, we may decide not to be covered against certain losses (such as certain environmental liabilities, earthquakes, hurricanes, floods and civil disorder) where, in the judgment of management, the insurance is not warranted due to cost or availability of coverage or the remoteness of perceived risk. There is no assurance that our insurance

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against loss will be sufficient. The destruction of, or significant damage to, or significant liabilities arising out of conditions at, our properties due to an uninsured cause would result in an economic loss and could result in us losing both our investment in, and anticipated profits from, such properties. When a loss is insured, the coverage may be insufficient in amount or duration, or a lessee’s customers may be lost, such that the lessee cannot resume its business after the loss at prior levels or at all, resulting in reduced rent or a default under its lease. Any such loss relating to a large number of properties could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Failure to qualify as a REIT under the federal income tax laws would have adverse consequences to our shareholders.

          We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. We cannot, however, guarantee that we will continue to qualify in the future as a REIT. We cannot give any assurance that new legislation, regulations, administrative interpretations or court decisions will not significantly change the requirements relating to our qualification. If we fail to qualify as a REIT, we would not be allowed a deduction for distributions to shareholders in computing our taxable income and will again be subject to federal income tax at regular corporate rates, we could be subject to the federal alternative minimum tax, we would be required to pay significant income taxes and we would have less money available for our operations and distributions to shareholders. This would likely have a significant adverse effect on the value of our securities. We could also be precluded from treatment as a REIT for four taxable years following the year in which we lost the qualification, and all distributions to shareholders would be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. Loss of our REIT status would result in an event of default that, if not cured or waived, could result in the acceleration of all of our indebtedness under our Credit Agreement and Term Loan Agreement which could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

We are dependent on external sources of capital which may not be available on favorable terms, if at all.

          We are dependent on external sources of capital to maintain our status as a REIT and must distribute to our shareholders each year at least ninety percent of our net taxable income, excluding any net capital gain. Because of these distribution requirements, it is not likely that we will be able to fund all future capital needs, including acquisitions, from income from operations. Therefore, we will have to continue to rely on third-party sources of capital, which may or may not be available on favorable terms, or at all. As part of our overall growth strategy we regularly review opportunities to acquire additional properties and we expect to continue to pursue acquisitions that we believe will benefit our financial performance. To the extent that our current sources of liquidity are not sufficient to fund such acquisitions we will require other sources of capital, which may or may not be available on favorable terms or at all. We cannot accurately predict how periods of illiquidity in the credit markets, such as current market conditions, will impact our access to or cost of capital. In addition, additional equity offerings may result in substantial dilution of shareholders’ interests, and additional debt financing may substantially increase our leverage.  Our access to third-party sources of capital depends upon a number of factors including general market conditions, the market’s perception of our growth potential, our current and potential future earnings and cash distributions, covenants and limitations imposed under our Credit Agreement and our Term Loan Agreement and the market price of our common stock.

          The United States credit markets experienced an unprecedented contraction beginning in 2007. As a result of the tightened credit markets, we may not be able to obtain additional financing on favorable terms, or at all. If one or more of the financial institutions that supports our Credit Agreement fails, we may not be able to find a replacement, which would negatively impact our ability to borrow under our the Credit Agreement. If the current pressures on credit continue or worsen, we may not be able to refinance our outstanding debt when due in March 2011, (or in March 2012 if we exercise our option to extend the term of the Credit Agreement for one additional year), which could have a material adverse effect on us. We may be precluded from exercising our option to extend the term of the Credit Agreement for one additional year if we are in default of the Credit Agreement.

          Our ability to meet the financial and other covenants relating to our Credit Agreement and our Term Loan Agreement may be dependent on the performance of our tenants, including Marketing. Should our assessments, assumptions and beliefs that affect our accounting prove to be incorrect, or if circumstances change, we may have to materially adjust the amounts recorded in our financial statements for certain assets and liabilities, and as a result of which, we may not be in compliance with the financial covenants in our Credit Agreement and our Term Loan Agreement. We have determined that the aggregate

16


amount of the Marketing Environmental Liabilities (as estimated by us, based on our assumptions and analysis of information currently available to us described in more detail above) could be material to us if we were required to accrue for all of the Marketing Environmental Liabilities in the future since we believe that it is reasonably possible that as a result of such accrual, we may not be in compliance with the existing financial covenants in our Credit Agreement and our Term Loan Agreement. (For additional information with respect to The Marketing Environmental Liabilities, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.) If we are not in compliance with one or more of our covenants which, if not complied with could result in an event of default under our Credit Agreement or our Term Loan Agreement, there can be no assurance that our lenders would waive such non-compliance. A default under our Credit Agreement or our Term Loan Agreement, if not cured or waived, whether due to a loss of our REIT status, a material adverse effect on our business, financial condition or prospects, a failure to comply with financial and certain other covenants in the Credit Agreement or our Term Loan Agreement or otherwise, could result in the acceleration of all of our indebtedness under our Credit Agreement and our Term Loan Agreement. This could have a material adverse affect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

The downturn in the credit markets has increased the cost of borrowing and has made financing difficult to obtain, which may negatively impact our business, and may have a material adverse effect on us. Lenders may require us to enter into more restrictive covenants relating to our operations.

          During 2007, the United States housing and residential lending markets began to experience accelerating default rates, declining real estate values and increasing backlog of housing supply. The residential sector issues quickly spread more broadly into the corporate, asset-backed and other credit and equity markets and the volatility and risk premiums in most credit and equity markets have increased dramatically, while liquidity has decreased. These issues have continued into the beginning of 2010. Increasing concerns regarding the United States and world economic outlook, such as large asset write-downs at banks, volatility in oil prices, declining business and consumer confidence and increased unemployment and bankruptcy filings, are compounding these issues and risk premiums in most capital markets remain near historical all-time highs. These factors are precipitating generalized credit market dislocations and a significant contraction in available credit. As a result, it is becoming increasingly difficult to obtain cost-effective debt capital to finance new investment activity or to refinance maturing debt, and most lenders are imposing more stringent restrictions on the terms of credit. Any future credit agreements or loan documents we execute may contain additional or more restrictive covenants. The negative impact on the tightening of the credit markets and continuing credit and liquidity concerns could have negative effects on our business such as (i) we could have difficulty in acquiring or developing properties, which would adversely affect our business strategy, (ii) our liquidity could be adversely affected, (iii) we may be unable to repay or refinance our indebtedness or (iv) we may need to make higher interest and principal payments or sell some of our assets on unfavorable terms to fund our liquidity needs. These negative effects may cause other material adverse effects on our business, financial condition, results of operations, ability to pay dividends or stock price. Additionally, there is no assurance that the increased financing costs, financing with increasingly restrictive terms or the increase in risk premiums that are demanded by investors will not have a material adverse effect on us.

Our business operations may not generate sufficient cash for distributions or debt service.

          There is no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock, to pay our indebtedness, or to fund our other liquidity needs. We may not be able to repay or refinance existing indebtedness on favorable terms, which could force us to dispose of properties on disadvantageous terms (which may also result in losses) or accept financing on unfavorable terms.

We are exposed to interest rate risk and there can be no assurances that we will manage or mitigate this risk effectively.

          We are exposed to interest rate risk, primarily as a result of our $175.0 million Credit Agreement and our $25.0 million Term Loan Agreement. Borrowings under our Credit Agreement and our Term Loan Agreement bear interest at a floating rate. Accordingly, an increase in interest rates will increase the amount of interest we must pay under our Credit Agreement and our Term Loan Agreement. A significant increase in interest rates could also make it more difficult to find alternative financing on desirable terms. We have entered into an interest rate Swap Agreement with a major financial institution with respect to a portion of our variable rate debt outstanding under our Credit Agreement. We are, and will be, exposed to interest rate risk to the extent that our aggregate borrowings floating at market rates exceed the $45.0 million notional amount of the Swap Agreement. Although the Swap Agreement is intended to lessen the impact of rising interest rates, it also exposes us to

17


the risk that the other party to the agreement will not perform, the agreement will be unenforceable and the underlying transactions will fail to qualify as a highly-effective cash flow hedge for accounting purposes. Further, there can be no assurance that the use of an interest rate swap will always be to our benefit. While the use of an interest rate Swap Agreement is intended to lessen the adverse impact of rising interest rates, it also conversely limits the positive impact that could be realized from falling interest rates with respect to the portion of our variable rate debt covered by the interest rate Swap Agreement. (For additional information with respect to interest rate risk, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risks”.)

We may be unable to pay dividends.

          Under the Maryland General Corporation Law, our ability to pay dividends would be restricted if, after payment of the dividend, (1) we would not be able to pay indebtedness as it becomes due in the usual course of business or (2) our total assets would be less than the sum of our liabilities plus the amount that would be needed, if we were to be dissolved, to satisfy the rights of any shareholders with liquidation preferences. There currently are no shareholders with liquidation preferences. No assurance can be given that our financial performance in the future will permit our payment of any dividends. (For additional information regarding Marketing and the Marketing Leases, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.) In particular, our Credit Agreement and our Term Loan Agreement prohibit the payments of dividends during certain events of default. As a result of the factors described above, we may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect our business, stock price and ability to pay dividends.

We may change the dividend policy of our common stock in the future.

          The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on such factors as the Board of Directors deems relevant and the dividend paid may vary from expected amounts. Any change in our dividend policy could adversely affect our business and the market price of our common stock. A recent Internal Revenue Service (“IRS”) revenue procedure allows us to satisfy the REIT income distribution requirement by distributing up to 90% of our dividends on our common stock in shares of our common stock in lieu of paying dividends entirely in cash. Although we reserve the right to utilize this procedure in the future, we currently have no intent to do so. In the event that we pay a portion of a dividend in shares of our common stock, taxable U.S. shareholders would be required to pay tax on the entire amount of the dividend, including the portion paid in shares of common stock, in which case such shareholders might have to pay the tax using cash from other sources. If a U.S. shareholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. shareholders, we may be required to withhold U.S. tax with respect to such dividend, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our shareholders sell shares of our common stock in order to pay taxes owed on dividends, such sales would put downward pressure on the market price of our common stock.

18


Changes in market conditions could adversely affect the market price of our publicly traded common stock.

          As with other publicly traded securities, the market price of our publicly traded common stock depends on various market conditions, which may change from time-to-time. Among the market conditions that may affect the market price of our publicly traded common stock are the following:

 

 

 

 

the reputation of REITs generally and the reputation of REITs with portfolios similar to us;

 

 

 

 

the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies);

 

 

 

 

an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for publicly traded securities;

 

 

 

 

our financial condition and performance and that of our significant tenants;

 

 

 

 

the market’s perception of our growth potential and potential future earnings;

 

 

 

 

the extent of institutional investor interest in us; and

 

 

 

 

general economic and financial market conditions.

Inflation may adversely affect our financial condition and results of operations.

          Although inflation has not materially impacted our results of operations in the recent past, increased inflation could have a more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations. During times when inflation is greater than increases in rent, as provided for in our leases, rent increases may not keep up with the rate of inflation. Likewise, even though our triple net leases reduce our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue, which may adversely affect the tenants’ ability to pay rent.

The loss of certain members of our management team could adversely affect our business.

          We depend upon the skills and experience of our executive officers. Loss of the services of any of them could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. We do not have employment agreements with any of our executives.

Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations, and they require management to make estimates, judgments and assumptions about matters that are inherently uncertain.

          Our accounting policies and methods are fundamental to how we record and report our financial position and results of operations. We have identified several accounting policies as being critical to the presentation of our financial position and results of operations because they require management to make particularly subjective or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be recorded under different conditions or using different assumptions. Because of the inherent uncertainty of the estimates, judgments and assumptions associated with these critical accounting policies, we cannot provide any assurance that we will not make subsequent significant adjustments to our consolidated financial statements including those included in this Annual Report on Form 10-K. Estimates, judgments and assumptions underlying our consolidated financial statements include, but are not limited to, deferred rent receivable, income under direct financing leases, recoveries from state UST funds, environmental remediation costs, real estate including impairment charges related to the reduction in market value of our real estate, depreciation and amortization, impairment of long-lived assets, litigation, accrued expenses, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. For example, we have made judgments regarding the level of environmental reserves and reserves for our deferred rent receivable relating to Marketing and the Marketing Leases and leases with our other tenants. We may be required to reserve additional amounts of the deferred rent receivable, record additional impairment charges related to our properties, or accrue for environmental liabilities as a result of the potential or actual modification or termination of the Marketing Leases or leases with our other tenants, which may result in material adjustments to the amounts recorded for these assets and liabilities. These judgments, assumptions and allocations may prove to be incorrect and our business, financial condition, revenues, operating expense,

19


results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected if that is the case. (For information regarding our critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies”.)

Amendments to the Accounting Standards Codification made by the Financial Accounting Standards Board (the “FASB”) or changes in accounting standards issued by other standard-setting bodies may adversely affect our reported revenues, profitability or financial position.

          Our financial statements are subject to the application of GAAP in accordance with the Accounting Standards Codification, which is periodically amended by the FASB. The application of GAAP is also subject to varying interpretations over time. Accordingly, we are required to adopt amendments to the Accounting Standards Codification or comply with revised interpretations that are issued from time-to-time by recognized authoritative bodies, including the FASB and the SEC. Those changes could adversely affect our reported revenues, profitability or financial position.

Terrorist attacks and other acts of violence or war may affect the market on which our common stock trades, the markets in which we operate, our operations and our results of operations.

          Terrorist attacks or other acts of violence or war could affect our business or the businesses of our tenants or of Marketing or its parent. The consequences of armed conflicts are unpredictable, and we may not be able to foresee events that could have a material adverse effect on us. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. Terrorist attacks also could be a factor resulting in, or a continuation of, an economic recession in the United States or abroad. Any of these occurrences could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Item 1B. Unresolved Staff Comments

          As of December 31, 2009, one comment remained unresolved as part of a periodic review commenced in 2004 by the Division of Corporation Finance of the SEC of our Annual Report on Form 10-K for the year ended December 31, 2003 pertaining to the SEC’s position that we must include the financial statements and summarized financial data of Marketing in our periodic filings, which Marketing contends is prohibited under the terms of the Master Lease. In June 2005, the SEC indicated that, unless we filed Marketing’s financial statements and summarized financial data with our periodic reports: (i) it would not consider our Annual Reports on Forms 10-K for the years beginning with fiscal 2000 to be compliant; (ii) it would not consider us to be current in our reporting requirements; (iii) it would not be in a position to declare effective any registration statements we may file for public offerings of our securities; and (iv) we should consider how the SEC’s conclusion impacts our ability to make offers and sales of our securities under existing registration statements and whether we would have a liability for such offers and sales made pursuant to registration statements that did not contain the financial statements of Marketing.

          Subsequent to December 31, 2009, we have had communications with the SEC regarding the unresolved comment and as a result thereof we have included additional disclosures regarding Marketing, including supplemental condensed combining financial information in our financial statement footnotes. The financial information disclosure presents our results of operations, net assets and cash flows, allocated between Marketing, our other tenants and our general corporate functions. See “Footnote 11 – Supplemental Condensed Combining Financial Information in Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.” The comment has been resolved.

Item 2. Properties

          Nearly all of our properties are leased or sublet to petroleum distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services who are responsible for managing the operations conducted at these properties and for the payment of taxes, maintenance, repair, insurance and other operating expenses relating to our properties. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, we will seek an alternative tenant or buyer for the property. We lease or sublet approximately twenty

20


of our properties under similar lease terms primarily for uses such as fast food restaurants, automobile sales and other retail purposes.

          The following table summarizes the geographic distribution of our properties at December 31, 2009. The table also identifies the number and location of properties we lease from third-parties and which Marketing leases from us under the Marketing Leases. In addition, we lease four thousand square feet of office space at 125 Jericho Turnpike, Jericho, New York, which is used for our corporate headquarters, which we believe will remain suitable and adequate for such purposes for the immediate future.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OWNED BY GETTY REALTY

 

LEASED BY GETTY
REALTY

 

TOTAL
PROPERTIES
BY STATE

 

PERCENT
OF TOTAL
PROPERTIES

 

 

 


 


 

 

 

 

 

MARKETING
AS TENANT (1)

 

OTHER
TENANTS

 

MARKETING
AS TENANT

 

OTHER
TENANTS

 

 

 

 

 


 


 


 


 


 


 

New York

 

236

 

 

31

 

 

64

 

 

5

 

 

336

 

 

31.3

%

 

Massachusetts

 

127

 

 

1

 

 

21

 

 

 

 

149

 

 

13.9

 

 

New Jersey

 

106

 

 

7

 

 

21

 

 

6

 

 

140

 

 

13.1

 

 

Pennsylvania

 

104

 

 

5

 

 

1

 

 

4

 

 

114

 

 

10.6

 

 

Connecticut

 

60

 

 

28

 

 

13

 

 

10

 

 

111

 

 

10.4

 

 

Maryland

 

4

 

 

39

 

 

 

 

2

 

 

45

 

 

4.2

 

 

Virginia

 

3

 

 

24

 

 

4

 

 

1

 

 

32

 

 

3.0

 

 

New Hampshire

 

25

 

 

3

 

 

3

 

 

 

 

31

 

 

2.9

 

 

Maine

 

18

 

 

1

 

 

2

 

 

 

 

21

 

 

2.0

 

 

Rhode Island

 

15

 

 

1

 

 

2

 

 

 

 

18

 

 

1.7

 

 

Texas

 

 

 

17

 

 

 

 

 

 

17

 

 

1.6

 

 

North Carolina

 

 

 

11

 

 

 

 

 

 

11

 

 

1.0

 

 

Delaware

 

9

 

 

 

 

1

 

 

 

 

10

 

 

0.9

 

 

Hawaii

 

 

 

10

 

 

 

 

 

 

10

 

 

0.9

 

 

California

 

 

 

8

 

 

 

 

1

 

 

9

 

 

0.8

 

 

Florida

 

 

 

6

 

 

 

 

 

 

6

 

 

0.6

 

 

Ohio

 

 

 

4

 

 

 

 

 

 

4

 

 

0.4

 

 

Arkansas

 

 

 

3

 

 

 

 

 

 

3

 

 

0.3

 

 

Illinois

 

 

 

2

 

 

 

 

 

 

2

 

 

0.2

 

 

North Dakota

 

 

 

1

 

 

 

 

 

 

1

 

 

0.1

 

 

Vermont

 

1

 

 

 

 

 

 

 

 

1

 

 

0.1

 

 

 

 


 

 


 

 


 

 


 

 


 

 


 

 

Total

 

708

 

 

202

 

 

132

 

 

29

 

 

1,071

 

 

100.0

%

 

 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 

(1)

Includes nine terminal properties owned in New York, New Jersey, Connecticut and Rhode Island.

          The properties that we lease have a remaining lease term, including renewal option terms, averaging over eleven years. The following table sets forth information regarding lease expirations, including renewal and extension option terms, for properties that we lease from third parties:

 

 

 

 

 

 

 

 

 

 

 

CALENDAR
YEAR

 

NUMBER OF
LEASES
EXPIRING

 

PERCENT
OF TOTAL
LEASED
PROPERTIES

 

PERCENT
OF TOTAL
PROPERTIES

 


 


 


 


 

2010

 

10

 

 

6.21

 

 

0.93

 

 

2011

 

9

 

 

5.59

 

 

0.84

 

 

2012

 

13

 

 

8.08

 

 

1.22

 

 

2013

 

4

 

 

2.48

 

 

0.37

 

 

2014

 

3

 

 

1.86

 

 

0.28

 

 

 

 


 

 


 

 


 

 

Subtotal

 

39

 

 

24.22

 

 

3.64

 

 

Thereafter

 

122

 

 

75.78

 

 

11.39

 

 

 

 


 

 


 

 


 

 

Total

 

161

 

 

100.00

%

 

15.03

%

 

 

 


 

 


 

 


 

 

          We have rights-of-first refusal to purchase or lease one hundred twenty-nine of the properties we lease. Although there can be no assurance regarding any particular property, historically we generally have been successful in renewing or entering into new leases when lease terms expire. Approximately 68% of our leased properties are subject to automatic renewal or extension options.

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          For the year ended December 31, 2009 we received $82.8 million of lease payments with respect to 1,061 average rental properties held during the year resulting in an average annual rent received of $78,000 per rental property. For the year ended December 31, 2008 we received $81.0 million of lease payments with respect to 1,078 average rental properties held during the year resulting in an average annual rent received of $75,100 per rental property.

          Rental unit expirations and the current annualized contracted rent as of December 31, 2009, are as follows (in thousands, except for the number of rental units data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ANNUALIZED CONTRACTUAL RENT (a)

 

 

 

 

 

 


 

CALENDAR
YEAR

 

NUMBER OF
RENTAL
UNITS
EXPIRING
(b)

 

MARKETING

 

OTHER
TENANTS

 

TOTAL

 

PERCENTAGE
OF TOTAL
ANNUALIZED
RENT

 


 










 

2010

 

 

49

 

$

1,360

 

$

467

 

$

1,827

 

2.15

 

 

2011

 

 

25

 

 

824

 

 

167

 

 

991

 

1.17

 

 

2012

 

 

45

 

 

1,269

 

 

582

 

 

1,851

 

2.18

 

 

2013

 

 

22

 

 

625

 

 

842

 

 

1,467

 

1.73

 

 

2014

 

 

31

 

 

697

 

 

1,464

 

 

2,161

 

2.55

 

 

2015

 

 

781

 

 

55,070

 

 

91

 

 

55,161

 

65.03

 

 

2016

 

 

5

 

 

 

 

332

 

 

332

 

0.39

 

 

2017

 

 

5

 

 

 

 

445

 

 

445

 

0.53

 

 

2018

 

 

12

 

 

 

 

1,108

 

 

1,108

 

1.31

 

 

2019

 

 

70

 

 

 

 

5,134

 

 

5,134

 

6.05

 

 

Thereafter

 

 

130

 

 

42

 

 

14,304

 

 

14,346

 

16.91

 

 

 

 



 



 



 



 


 

 

Total

 

 

1,175

 

$

59,887

 

$

24,936

 

$

84,823

 

100.00

%

 

 

 



 



 



 



 


 

 


 

 

 

 

(a)

Represents the monthly contractual rent due from tenants under existing leases as of December 31, 2009 multiplied by twelve. This amount excludes real estate tax reimbursements which are billed to the tenant when paid.

 

 

 

 

(b)

Rental units include properties subdivided into multiple premises with separate tenants. Rental units also include individual properties comprising a single “premises” as such term is defined under a unitary master lease related to such properties. With respect to a unitary master lease that includes properties subject to third party leases, the expiration dates for rental units refers to the dates that the underlying third party leases expire, not the expiration date of the unitary master lease itself.

          In the opinion of our management, our owned and leased properties are adequately covered by casualty and liability insurance. In addition, we require our tenants to provide insurance for all properties they lease from us, including casualty, liability, fire and extended coverage in amounts and on other terms satisfactory to us. We have no plans for material improvements to any of our properties. However, our tenants frequently make improvements to the properties leased from us at their expense. We are not aware of any material liens or encumbrances on any of our properties.

          We lease eight hundred thirty-one retail motor fuel and convenience store properties and nine petroleum distribution terminals to Marketing under the Marketing Leases. The Master Lease is a unitary lease and has an initial term expiring in 2015, and generally provides Marketing with three renewal options of ten years each and a final renewal option of three years and ten months extending to 2049. The Master Lease is a unitary lease and, therefore, Marketing’s exercise of any renewal option can only be exercised on an “all or nothing” basis. The Marketing Leases are “triple-net” leases, under which Marketing is responsible for the payment of taxes, maintenance, repair, insurance and other operating expenses. As permitted under the terms of our leases with Marketing, Marketing can generally use each property for any lawful purpose, or for no purpose whatsoever. We believe that as of December 31, 2009, Marketing had removed, or has scheduled removal of the gasoline tanks and related equipment at approximately one hundred fifty, or 18%, of our properties and we also believe that most of these properties are either vacant or provide negative or marginal contribution to Marketing’s results. (For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 11 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.” For additional information regarding

22


Marketing and the Marketing Leases, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.)

          If Marketing fails to pay rent, taxes or insurance premiums when due under the Marketing Leases and the failure is not cured by Marketing within a specified time after receipt of notice, we have the right to terminate the Marketing Leases and to exercise other customary remedies against Marketing. If Marketing fails to comply with any other obligation under the Master Lease after notice and opportunity to cure, we do not have the right to terminate the Master Lease. In the event of Marketing’s default where we do not have the right to terminate the Master Lease, our available remedies under the Master Lease are to seek to obtain an injunction or other equitable relief requiring Marketing to comply with its obligations under the Master Lease and to recover damages from Marketing resulting from the failure. If any lease we have with a third-party landlord for properties that we lease to Marketing is terminated as a result of our default and the default is not caused by Marketing, we have agreed to indemnify Marketing for its losses with respect to the termination. Marketing has the right-of-first refusal to purchase any property leased to Marketing under the Marketing Leases that we decide to sell.

          We have also agreed to provide limited environmental indemnification to Marketing, capped at $4.25 million, for certain pre-existing conditions at six of the terminals we own and lease to Marketing. Under the agreement, Marketing is obligated to pay the first $1.5 million of costs and expenses incurred in connection with remediating any pre-existing terminal condition, Marketing will share equally with us the next $8.5 million of those costs and expenses and Marketing is obligated to pay all additional costs and expenses over $10.0 million. We have accrued $0.3 million as of December 31, 2009 and 2008 in connection with this indemnification agreement. Under the Master Lease, we continue to have additional ongoing environmental remediation obligations at one hundred eighty-seven scheduled sites and our agreements with Marketing provide that Marketing otherwise remains liable for all environmental matters. (For additional information regarding Marketing and the Marketing Leases, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.)

Item 3. Legal Proceedings

          The Company is engaged in a number of legal proceedings, many of which we consider to be routine and incidental to our business. The following is a description of material legal proceedings, including those involving private parties and governmental authorities under federal, state and local laws regulating the discharge of materials into the environment. We are vigorously defending all of the legal proceedings involving the Company, including each of the legal proceedings matters listed below.

          In April 2003, our subsidiary, Leemilt’s Petroleum Inc., was named as a defendant, along with Amoco Oil Co., BP Corporation North America, CITGO Petroleum Corporation, Exxon Mobil Corp., Sunoco, Inc., Tosco Corporation, Valero Energy Inc., and others, in a complaint seeking class action classification, filed by three individuals, on behalf of themselves and others similarly situated, in the New York Supreme Court in Dutchess County, NY, arising out of alleged contamination of ground water with methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”). We served an answer to the complaint in which we denied liability and asserted affirmative defenses. The plaintiffs have not responded to our answer and there has been no activity in the case since it was commenced.

          In September 2003, we were notified by the New Jersey Department of Environmental Protection (the “NJDEP”) that we may be responsible for damages to natural resources (“NRDs”) by reason of a petroleum release at a retail motor fuel property formerly operated by us in Egg Harbor, NJ. We have remediated the resulting contamination at the property in accordance with a plan approved by the NJDEP and continue required sampling of monitoring wells that were required to be installed. In addition, we responded to the notice and, in late 2003, we met with the NJDEP to determine whether, and to what extent, we may be responsible for NRDs regarding this property and other properties formerly supplied by us with gasoline in New Jersey. Since our meeting with the NJDEP we have had no communication with the NJDEP arising from this matter regarding NRDs.

          In November 2003, we received a demand from the State of New York for reimbursement of cleanup and removal costs claimed to have been incurred by the New York Environmental Protection and Spill Compensation Fund regarding contamination it alleges emanated from one of our retail motor fuel properties in 1997. We responded to the State’s demand and denied responsibility for reimbursement of such costs. In September 2004, the State of New York commenced an action against us and Costa Gas Station, Inc., The Ingraham Bedell Corporation, Exxon Mobil Corporation, Shell Oil Company,

23


Shell Oil Products Company, Motiva Enterprises, LLC, and related parties, in New York Supreme Court in Albany County seeking recovery of such costs as well as additional costs and future costs for remediation, and interest and penalties. Discovery in this case is ongoing.

          In October 2007, the Company received a demand from the State of New York to pay the costs allegedly arising from investigation and remediation of petroleum spills that occurred at a property formerly owned by us and taken by eminent domain by the State of New York in 1991. No formal legal action has yet been commenced by the State.

          In September 2008, we received a directive and notice of violation from the NJDEP calling for a remedial investigation and cleanup, to be conducted by us and Gary and Barbara Galliker, individually and trading Millstone Auto Service, Auto Tech, and other named parties, of petroleum-related contamination found at a retail motor fuel property. We did not own or lease this property, but did supply gas to the operator of this property in 1985 and 1986. We have responded to the NJDEP, denying liability, and we have also tendered the matter to Marketing for defense and indemnification under the Reorganization and Distribution Agreement between Getty Petroleum Corp. (n/k/a/ Getty Properties Corp.) and Marketing dated as of February 1, 1997 (the “Spin-Off Agreement”). Marketing has denied responsibility for this matter. In November, 2009, the NJDEP issued an Administrative Order and Notice of Civil Administrative Penalty Assessment (the “Order and Assessment”) to the Company, Marketing and Gary and Barbara Galliker, individually and trading as Millstone Auto Service. Both Marketing and the Company have filed requests for a hearing to contest the allegations of the Order and Assessment. The hearing request is still pending. For additional information regarding Marketing and the Marketing Leases (as defined below), see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.)

          In November 2009, an action was commenced by the State of New York in the Supreme Court, Albany County, seeking the recovery of costs incurred in remediating alleged petroleum contamination down gradient of a gasoline station formerly owned by us, and gasoline stations that were allegedly owned or operated by other named defendants, including M&A Realty, Inc., Gas Land Petroleum, Inc., and Mid-Valley Oil Company. The Company has tendered the matter to M&A Realty Inc. for defense and indemnification as relates to discharges of petroleum that occurred on or after July of 1994 at the site which is the subject of allegations against the Company. This site was leased by the Company to M & A Realty Inc. in 1994 and sold to M & A Realty Inc. in 2002. M&A Realty Inc. has demanded that the Company defend and indemnify M&A Realty Inc. for contamination at this site as of 1994. The Company has answered the complaint denying liability and asserting affirmative defenses and cross claims against co-defendants. Discovery is ongoing.

MTBE Litigation

          From October 2003 through September 2009, we were named as a defendant in lawsuits brought on behalf of private and public water providers and governmental agencies in Connecticut, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, Virginia, and West Virginia. These cases allege various theories of liability due to contamination of groundwater with MTBE as the basis for claims seeking compensatory and punitive damages. We have settled one case and have been dismissed from five of the cases initially filed against us. Presently, fifty-three of these MTBE cases remain pending against us. Each of these cases name as defendants approximately fifty petroleum refiners, manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE, including Irving Oil Corporation, Mobil Oil Corporation, Sunoco, Inc., Texaco, Inc., Tosco Corporation, Unocal Corporation, Valero Energy Corporation, Marathon Oil Company, Shell Oil Company, Giant Yorktown, Inc., BP Amoco Chemical Company, Inc., Atlantic Richfield Company, Coastal Oil New England, Inc., Chevron Texaco Corporation, Amerada Hess Corp., Chevron U.S.A., Inc., CITGO Petroleum Corporation, ConocoPhillips Company, Exxon Mobil Corporation, Getty Petroleum Marketing, Inc., and Gulf Oil Limited Partnership.

          Pursuant to consolidation procedures under federal law, most of the MTBE cases originally filed in various state and federal courts were transferred to the United States District Court for the Southern District of New York for coordinated Multi-District Litigation proceedings. We are presently named as a defendant in thirty-nine out of more than one hundred cases that have been consolidated in this Multi-District Litigation. We are also named as a defendant in fourteen related MTBE cases pending in the Supreme Court of New York, Nassau County.

          The Federal District Court initially designated three individual cases as “focus” cases for discovery and trial purposes. We were a named as a defendant in two of these three initial focus cases. The two focus cases in which we were a named defendant, brought on behalf of the Suffolk County Water Authority and United Water of New York, had been set for trial in

24


September 2008. Prior to the scheduled trial date, a majority of the primary defendants entered into global settlement agreements which settled one hundred two cases brought by the same law firm on behalf of various plaintiffs. Although we were not a party to these global settlements, the two focus cases in which we were a named defendant were included in these settlements. As a result of these multi-party settlements, the Court vacated the September 2008 trial date for the two initial focus cases in which we were a named defendant. A new trial date for these two focus cases has not yet been rescheduled. We remain a defendant in a total of twenty-seven out of the one hundred two individual cases brought by the same firm and previously settled by other named defendants. Should these two focus cases or any of the other twenty-five cases represented by this firm proceed to trial, the Court has indicated that trials would be scheduled stating in June 2010.

          The Court has designated two additional cases as focus cases for discovery and trial purposes. These cases were brought on behalf of water authorities of the Village of Hempstead and the Village of West Hempstead. These cases are presently scheduled for trial in June 2010. We believe that several defendants have settled these two focus cases as part of a multi-case settlement comprising a total of twenty-five cases brought by the same law firm (a different law firm from that indicated above) on behalf of various plaintiffs. We remain a defendant in the Village of Hempstead and the Village of West Hempstead focus cases, which are among twenty-five total cases brought by this other law firm.

          In addition to the above described cases, there is one other MTBE case in the consolidated Multi-District Litigation that is pending against us. This case is brought by various governmental agencies of the State of New Jersey, including the NJDEP, and names many refiners, manufacturers, distributors and retailers as defendants. In December 2008, the Court designated this case as a focus case. This case remains in its preliminary stages.

          We have tendered defense and indemnification to Marketing and its insurers under the Spin-Off Agreement and the Master Lease. In 2009, we provided litigation reserves of $2.3 million relating to a majority of the MTBE cases pending against us. However, we are still unable to estimate our liability for a minority of the cases pending against us. Further, notwithstanding that we have provided a litigation reserve as to certain of these cases, there remains uncertainty as to the accuracy of the allegations in the MTBE cases as they relate to us, our defenses to the claims, our rights to indemnification or contribution from Marketing, and the aggregate possible amount of damages for which we may be held liable.

Matters related to our Newark, New Jersey Terminal and the Lower Passaic River

          In September 2003, we received a directive (the “Directive”) issued by the NJDEP under the New Jersey Spill Compensation and Control Act. The Directive indicated that we are one of approximately sixty-six potentially responsible parties for alleged NRDs resulting from the discharges of hazardous substances along the lower Passaic River (the “Lower Passaic River”). Other named recipients of the Directive are 360 North Pastoria Environmental Corporation, Amerada Hess Corporation, American Modern Metals Corporation, Apollo Development and Land Corporation, Ashland Inc., AT&T Corporation, Atlantic Richfield Assessment Company, Bayer Corporation, Benjamin Moore & Company, Bristol Myers-Squibb, Chemical Land Holdings, Inc., Chevron Texaco Corporation, Diamond Alkali Company, Diamond Shamrock Chemicals Company, Diamond Shamrock Corporation, Dilorenzo Properties Company, Dilorenzo Properties, L.P., Drum Service of Newark, Inc., E.I. Dupont De Nemours and Company, Eastman Kodak Company, Elf Sanofi, S.A., Fine Organics Corporation, Franklin-Burlington Plastics, Inc., Franklin Plastics Corporation, Freedom Chemical Company, H.D. Acquisition Corporation, Hexcel Corporation, Hilton Davis Chemical Company, Kearny Industrial Associates, L.P., Lucent Technologies, Inc., Marshall Clark Manufacturing Corporation, Maxus Energy Corporation, Monsanto Company, Motor Carrier Services Corporation, Nappwood Land Corporation, Noveon Hilton Davis Inc., Occidental Chemical Corporation, Occidental Electro-Chemicals Corporation, Occidental Petroleum Corporation, Oxy-Diamond Alkali Corporation, Pitt-Consol Chemical Company, Plastics Manufacturing Corporation, PMC Global Inc., Propane Power Corporation, Public Service Electric & Gas Company, Public Service Enterprise Group, Inc., Purdue Pharma Technologies, Inc., RTC Properties, Inc., S&A Realty Corporation, Safety-Kleen Envirosystems Company, Sanofi S.A., SDI Divestiture Corporation, Sherwin Williams Company, SmithKline Beecham Corporation, Spartech Corporation, Stanley Works Corporation, Sterling Winthrop, Inc., STWB Inc., Texaco Inc., Texaco Refining and Marketing Inc., Thomasset Colors, Inc., Tierra Solution, Incorporated, Tierra Solutions, Inc., and Wilson Five Corporation.

          The Directive provided, among other things, that the recipients thereof must conduct an assessment of the natural resources that have been injured by the discharges into the Lower Passaic River and must implement interim compensatory restoration for the injured natural resources. NJDEP alleges that our liability arises from alleged discharges originating from our Newark, New Jersey Terminal site. We responded to the Directive by asserting that we were not liable. There has been no material activity and/or communications by NJDEP with respect to the Directive since early after its issuance.

25


          Effective in June 2004, the United States Environmental Protection Agency (“EPA”) entered into an Administrative Order on Consent (“AOC”) with thirty-one parties (some of which are also named in the Directive) who agreed to fund a portion of the costs for EPA to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the Lower Passaic River. The RI/FS is intended to address the investigation and evaluation of alternative remedial actions with respect to alleged damages to the Lower Passaic River. After being notified by the EPA that they considered us to be a potentially responsible party, we reserved our defenses to liability, became a party to an amended AOC, and joined the Cooperating Parties Group (“CPG”), which consists of the parties which had executed the initial AOC and other parties (including Chevron/Texaco). Pursuant to the amended AOC and subsequent amendments adding additional parties, the CPG has agreed to take over performance of the RI/FS from EPA. The RI/FS does not resolve liability issues for remedial work or restoration of, or compensation for, natural resource damages to the Lower Passaic River, which are not known at this time. As to such matters, separate proceedings or activities are currently ongoing.

          In a related action, in December 2005, the State of New Jersey brought suit in the Superior Court of New Jersey, Law Division, against certain parties to the Directive, Occidental Chemical Corporation, Tierra Solutions, Inc., Maxus Energy Corporation and related entities which the State alleges are responsible for pollution of the Passaic River from a former Diamond Alkali manufacturing plant and seeking recovery of alleged damages incurred and to be incurred on account of alleged discharges of hazardous substances to the Passaic River. In February 2009, certain of these defendants filed third-party complaints against approximately three hundred additional parties, including us as well as the other members of the CPG, seeking contribution for a pro-rata share of response costs, cleanup and removal costs, and other damages. The Company has answered the complaint, denying responsibility for any discharges of hazardous substances released into the Lower Passaic River. On December 9, 2009, the court entered an order under which a Special Master is tasked with facilitating discussions for the purpose of designing an alternative dispute resolution process for achieving a global resolution of the Action. The Special Master and certain party representatives are in the process of developing a potential framework for such an alternative dispute resolution process.

          We have made a demand upon Chevron/Texaco for indemnity under certain agreements between the Company and Chevron/Texaco that allocate environmental liabilities for the Newark Terminal Site between the parties. In response, Chevron/Texaco has asserted that the proceedings and claims are still not yet developed enough to determine the extent to which indemnities apply. The Company and Chevron/Texaco are engaged in discussions regarding the Company’s demands for indemnification, and, to facilitate said discussions, in October, 2009 entered into a Tolling/Standstill Agreement which tolls all claims by and among the Company and Chevron/Texaco that relate to the various Lower Passaic River matters from May 8, 2007, until either party terminates such Tolling/Standstill Agreement.

          Our ultimate liability, if any, in the pending and possible future proceedings pertaining to the Lower Passaic River is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

26


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Capital Stock

          Our common stock is traded on the New York Stock Exchange (symbol: “GTY”). There were approximately 13,000 shareholders of our common stock as of March 16, 2010, of which approximately 1,300 were holders of record. The price range of our common stock and cash dividends declared with respect to each share of common stock during the years ended December 31, 2009 and 2008 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PRICE RANGE

 

CASH
DIVIDENDS
PER SHARE

 

 

 


 

 

QUARTER ENDED

 

HIGH

 

LOW

 

 


 


 


 


 

March 31, 2008

 

$

28.58

 

$

13.33

 

 

$

.4650

 

 

June 30, 2008

 

 

19.04

 

 

14.34

 

 

 

.4650

 

 

September 30, 2008

 

 

23.12

 

 

13.12

 

 

 

.4700

 

 

December 31, 2008

 

 

22.40

 

 

13.35

 

 

 

.4700

 

 

March 31, 2009

 

 

21.87

 

 

13.25

 

 

 

.4700

 

 

June 30, 2009

 

 

20.99

 

 

16.36

 

 

 

.4700

 

 

September 30, 2009

 

 

26.32

 

 

18.61

 

 

 

.4750

 

 

December 31, 2009

 

 

25.63

 

 

21.50

 

 

 

.4750

 

 

          For a discussion of potential limitations on our ability to pay future dividends see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”.

Issuer Purchases of Equity Securities

          None

Sales of Unregistered Securities

          None

27


Stock Performance Graph

          We have chosen as our Peer Group the following companies: National Retail Properties, Entertainment Properties Trust, Realty Income Corp. and Hospitality Properties Trust. We have chosen these companies as our Peer Group because a substantial segment of each of their businesses is owning and leasing commercial properties. We cannot assure you that our stock performance will continue in the future with the same or similar trends depicted in the graph above. We do not make or endorse any predictions as to future stock performance.

          This performance graph and related information shall not be deemed filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section and shall not be deemed to be incorporated by reference into any filing that we make under the Securities Act or the Exchange Act.

(LINE GRAPH)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2004

 

12/31/2005

 

12/31/2006

 

12/31/2007

 

12/31/2008

 

12/31/2009

 

Getty Realty Corp.

 

 

100.00

 

 

97.61

 

 

122.09

 

 

112.75

 

 

98.63

 

 

120.99

 

Standard & Poors 500

 

 

100.00

 

 

103.00

 

 

117.03

 

 

121.16

 

 

74.53

 

 

92.01

 

Peer Group

 

 

100.00

 

 

93.63

 

 

123.44

 

 

109.86

 

 

82.57

 

 

110.65

 

Assumes $100 invested at the close of trading 12/04 in Getty Realty Corp. common stock, Standard & Poors 500, and Peer Group.

          *Cumulative total return assumes reinvestment of dividends.

28


Item 6. Selected Financial Data

GETTY REALTY CORP. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(in thousands, except per share amounts and number of properties)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE YEARS ENDED DECEMBER 31,

 

 

 

2009 (a)

 

2008

 

2007 (b)

 

2006

 

2005

 

 

 


 


 


 


 


 

OPERATING DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Revenues from rental properties

 

$

84,539

 

$

82,802

 

$

79,207

 

$

72,491

 

$

71,282

 

  Earnings before income taxes and discontinued operations

 

 

41,424

 

 

38,767

 

 

27,842

(c)

 

40,927

 

 

42,846

 

  Income tax benefit (d)

 

 

 

 

 

 

 

 

700

 

 

1,494

 

 

 



 



 



 



 



 

  Earnings from continuing operations

 

 

41,424

 

 

38,767

 

 

27,842

 

 

41,627

 

 

44,340

 

  Earnings from discontinued operations

 

 

5,625

 

 

3,043

 

 

6,052

(c)

 

1,098

 

 

1,108

 

 

 



 



 



 



 



 

  Net earnings

 

 

47,049

 

 

41,810

 

 

33,894

 

 

42,725

 

 

45,448

 

  Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

 

1.67

 

 

1.57

 

 

1.12

 

 

1.68

 

 

1.79

 

Net earnings

 

 

1.90

 

 

1.69

 

 

1.37

 

 

1.73

 

 

1.84

 

  Diluted weighted-average common shares outstanding

 

 

24,767

 

 

24,767

 

 

24,769

 

 

24,752

 

 

24,736

 

  Cash dividends declared per share

 

 

1.89

 

 

1.87

 

 

1.85

 

 

1.82

 

 

1.76

 

  FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATION (e):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net earnings

 

 

47,049

 

 

41,810

 

 

33,894

 

 

42,725

 

 

45,448

 

 

 



 



 



 



 



 

  Depreciation and amortization of real estate assets

 

 

11,027

 

 

11,875

 

 

9,794

 

 

7,883

 

 

8,113

 

  Gains on dispositions of real estate

 

 

(5,467

)

 

(2,787

)

 

(6,179

)

 

(1,581

)

 

(1,309

)

 

 



 



 



 



 



 

  Funds from operations

 

 

52,609

 

 

50,898

 

 

37,509

 

 

49,027

 

 

52,252

 

  Revenue Recognition Adjustments

 

 

(2,065

)

 

(2,593

)

 

(4,159

)

 

(3,010

)

 

(4,170

)

  Allowance for deferred rental revenue

 

 

 

 

 

 

10,494

 

 

 

 

 

  Impairment charges

 

 

1,135

 

 

 

 

 

 

 

 

 

  Income tax benefit (d)

 

 

 

 

 

 

 

 

(700

)

 

(1,494

)

 

 



 



 



 



 



 

  Adjusted funds from operations

 

 

51,679

 

 

48,305

 

 

43,844

 

 

45,317

 

 

46,588

 

  BALANCE SHEET DATA (AT END OF YEAR):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate before accumulated depreciation and amortization

 

$

503,874

 

$

473,567

 

$

474,254

 

$

383,558

 

$

370,495

 

  Total assets

 

 

432,872

 

 

387,813

 

 

396,911

 

 

310,922

 

 

301,468

 

  Debt

 

 

175,570

 

 

130,250

 

 

132,500

 

 

45,194

 

 

34,224

 

  Shareholders’ equity

 

 

207,669

 

 

205,897

 

 

212,178

 

 

225,575

 

 

227,883

 

  NUMBER OF PROPERTIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Owned

 

 

910

 

 

878

 

 

880

 

 

836

 

 

814

 

  Leased

 

 

161

 

 

182

 

 

203

 

 

216

 

 

241

 

 

 



 



 



 



 



 

  Total properties

 

 

1,071

 

 

1,060

 

 

1,083

 

 

1,052

 

 

1,055

 

 

 



 



 



 



 



 


 

 

(a)

Includes (from the date of the acquisition) the effect of the $49.0 million acquisition of the real estate assets and improvements of thirty-six convenience store properties from White Oak Petroleum LLC which were acquired on September 25, 2009.

 

 

(b)

Includes (from the date of the acquisition) the effect of the $84.5 million acquisition of convenience stores and gas station properties from FF-TSY Holding Company II LLC (successor to Trustreet Properties, Inc.) which was substantially completed by the end of the first quarter of 2007.

 

 

(c)

Includes the effect of a $10.5 million non-cash deferred rent receivable reserve, $10.2 million of which is included in earnings from continuing operations and $0.3 million of which is included in earnings from discontinued operations, based on the deferred rent receivable recorded as of December 31, 2007 related to approximately 40% of the properties then under leases with our primary tenant, Getty Petroleum Marketing, Inc. (For additional information regarding Marketing and the Marketing Leases, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Marketing and the Marketing Leases”.)

29



 

 

(d)

The years ended 2006 and 2005 include income tax benefits recognized due to the elimination of, or reduction in, amounts accrued for uncertain tax positions related to being taxed as a C-corp. prior to our election to be taxed as a real estate investment trust (“REIT”) under the federal income tax laws in 2001. Income taxes have not had a significant impact on our earnings since we first elected to be treated as a REIT.

 

 

(e)

In addition to measurements defined by accounting principles generally accepted in the United States of America (“GAAP”), our management also focuses on funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) to measure our performance. FFO is generally considered to be an appropriate supplemental non-GAAP measure of the performance of real estate investment trusts (“REITs”). FFO is defined by the National Association of Real Estate Investment Trusts as net earnings before depreciation and amortization of real estate assets, gains or losses on dispositions of real estate, (including such non-FFO items reported in discontinued operations), extraordinary items, and cumulative effect of accounting change. Other REITs may use definitions of FFO and/or AFFO that are different than ours and; accordingly, may not be comparable.

 

 

 

We believe that FFO and AFFO are helpful to investors in measuring our performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, our fundamental operating performance. FFO excludes various items such as gains or losses from property dispositions and depreciation and amortization of real estate assets. In our case, however, GAAP net earnings and FFO typically include the impact of deferred rental revenue (straight-line rental revenue), the net amortization of above-market and below-market leases and income recognized from direct financing leases on its recognition of revenue from rental properties (collectively the “Revenue Recognition Adjustments”), as offset by the impact of related collection reserves. GAAP net earnings and FFO from time to time may also include impairment charges and/or income tax benefits. Deferred rental revenue results primarily from fixed rental increases scheduled under certain leases with our tenants. In accordance with GAAP, the aggregate minimum rent due over the current term of these leases are recognized on a straight-line (or an average) basis rather than when the payment is contractually due. The present value of the difference between the fair market rent and the contractual rent for in-place leases at the time properties are acquired is amortized into revenue from rental properties over the remaining lives of the in-place leases. Income from direct financing leases is recognized over the lease term using the effective interest method which produces a constant periodic rate of return on the net investment in the leased property. Impairment of long-lived assets represents charges taken to write-down real estate assets to fair value estimated when events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In prior periods, income tax benefits have been recognized due to the elimination of, or a net reduction in, amounts accrued for uncertain tax positions related be being taxed as a C-corp., rather than as a REIT, prior to 2001 (see note (d) above).

 

 

 

Management pays particular attention to AFFO, a supplemental non-GAAP performance measure that we define as FFO less Revenue Recognition Adjustments, impairment charges and income tax benefit. In management’s view, AFFO provides a more accurate depiction than FFO of our fundamental operating performance related to: (i) the impact of scheduled rent increases from operating leases; (ii) the rental revenue from acquired in-place leases; (iii) the impact of rent due from direct financing leases, (iv) our rental operating expenses (exclusive of impairment charges); and (v) our election to be treated as a REIT under the federal income tax laws beginning in 2001. Neither FFO nor AFFO represent cash generated from operating activities calculated in accordance with GAAP and therefore these measures should not be considered an alternative for GAAP net earnings or as a measure of liquidity.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

          The following discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking Statements” on page 2; the risks and uncertainties described in “Item 1A. Risk Factors” the selected financial data in “Item 6. Selected Financial Data” and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data”.

GENERAL

Real Estate Investment Trust

          We are a real estate investment trust (“REIT”) specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. We elected to be treated as a REIT under the federal income tax laws beginning January 1, 2001. As a REIT, we are not subject to federal corporate income tax on the taxable income we distribute to our shareholders. In order to continue to qualify for taxation as a REIT, we are required, among other things, to distribute at least ninety percent of our taxable income to shareholders each year.

Retail Petroleum Marketing Business

          We lease or sublet our properties primarily to distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services. These tenants are responsible for managing the operations conducted at these properties and for the payment of taxes, maintenance, repair, insurance and other operating expenses relating to our properties. Our tenants’ financial results are largely dependent on the performance of the petroleum marketing industry, which is highly competitive and subject to volatility. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, we will seek an alternative tenant or buyer for the property. We lease or sublet approximately twenty of our properties for uses such as fast food restaurants, automobile sales and other retail purposes. (See “Item 1. Business — Real Estate Business” and “Item 2. Properties” for additional information regarding our real estate business and our properties.) (For information regarding factors that could adversely affect us relating to our lessees, including our primary tenant, Getty Petroleum Marketing Inc., see “Item 1A. Risk Factors”.)

Marketing and the Marketing Leases

          As of December 31, 2009, we leased eight hundred forty properties, or 78% of our one thousand seventy-one properties, on a long-term triple-net basis to Getty Petroleum Marketing Inc. (“Marketing”), a wholly-owned subsidiary of OAO LUKoil (“Lukoil”), one of the largest integrated Russian oil companies. Eight hundred thirty of the properties we lease to Marketing are leased under a unitary master lease (the “Master Lease”) with an initial term effective through December 2015. The Master Lease is a unitary lease and, therefore, Marketing’s exercise of any renewal option can only be on an “all or nothing” basis. Ten of the properties we lease to Marketing are leased under supplemental leases with initial terms of varying expiration dates (collectively with the Master Lease, the “Marketing Leases”).

          Our financial results are materially dependent upon the ability of Marketing to meet its rental and environmental obligations under the Marketing Leases. Marketing’s financial results depend on retail petroleum marketing margins from the sale of refined petroleum products and rental income from its subtenants. Marketing’s subtenants either operate their gas stations, convenience stores, automotive repair services or other businesses at our properties or are petroleum distributors who may operate our properties directly and/or sublet our properties to the operators. Since a substantial portion of our revenues (71% for the year ended December 31, 2009) are derived from the Marketing Leases, any factor that adversely affects Marketing’s ability to meet its obligations under the Marketing Leases may have a material adverse effect on our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price. (For additional information regarding the portion of our financial results that are attributable to Marketing, see Note 11 in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements.”) Marketing has made all required monthly rental payments under the Marketing Leases when due through March 2010, although there can be no assurance that it will continue to do so.

          For the year ended December 31, 2008, Marketing reported a significant loss, continuing a trend of reporting large losses in recent years. We have not received Marketing’s operating results for the year ended December 31, 2009. As a result of Marketing’s significant losses for each of the three years ended December 31, 2008, 2007 and 2006 and the cumulative impact of those losses on Marketing’s financial position as of December 31, 2008, we previously concluded that Marketing likely does not have the ability to generate cash flows from its business sufficient to meet its obligations as they come due in

31


the ordinary course through the terms of the Marketing Leases unless it shows significant improvement in its financial results, generates sufficient liquidity through the sale of assets or otherwise, or receives financial support from Lukoil, its parent company.

          In the fourth quarter of 2009, Marketing announced a restructuring of its business. Marketing disclosed that the restructuring included the sale of all assets unrelated to the properties it leases from us, the elimination of parent-guaranteed debt, and steps to reduce operating costs. Marketing sold all assets unrelated to the properties it leases from us to its affiliates, LUKOIL Pan Americas L.L.C. and LUKOIL North America LLC. Marketing paid off debt which had been guaranteed by Lukoil with proceeds from the sale of assets to Lukoil affiliates and with financial support from Lukoil. Marketing also announced additional steps to reduce its costs including closing two marketing regions, eliminating jobs and exiting the direct-supplied retail gasoline business. Marketing’s announcement also indicated that LUKOIL North America LLC is the vehicle through which Lukoil expects to concentrate its future growth in the United States.

          We believe that Marketing is exiting the direct-supplied retail gasoline business by entering into subleases with petroleum distributors who supply their own petroleum products to the properties leased from us by Marketing. Approximately two hundred fifty retail properties, comprising substantially all of the properties in New England that we lease to Marketing, have been subleased by Marketing to a single distributor. These properties are in the process of being rebranded BP stations and are being supplied petroleum products under a supply contract with BP. In addition, we believe that Marketing recently entered into a sublease with a single distributor in New Jersey covering approximately eighty-five of our properties. We believe that Marketing is seeking subtenants for other significant portions of the portfolio of properties it leases from us.

          In connection with its restructuring, Marketing eliminated debt which had been guaranteed by Lukoil with proceeds from the sale of assets to Lukoil affiliates and with financial support from Lukoil, which we believe increased Marketing’s liquidity and improved its balance sheet. However, we cannot predict whether the restructuring announced by Marketing will stem Marketing’s recent history of significant annual operating losses, and whether Marketing will continue to be dependent on financial support from Lukoil to meet its obligations as they become due through the terms of the Marketing Leases. We continue to believe that to the extent Marketing requires continued financial support from Lukoil, it is probable that Lukoil will continue to provide such support. Lukoil is not, however, a guarantor of the Marketing Leases. Even though Marketing is a wholly-owned subsidiary of Lukoil, and Lukoil has provided capital to Marketing in the past, there can be no assurance that Lukoil will provide financial support or additional capital to Marketing in the future. It is reasonably possible that our beliefs regarding the likelihood of Lukoil providing continuing financial support to Marketing will prove to be incorrect or will change as circumstances change. If Marketing should fail to meet its financial obligations to us, including payment of rent, such default could lead to a protracted and expensive process for retaking control of our properties. In addition to the risk of disruption in rent receipts, we are subject to the risk of incurring real estate taxes, maintenance, environmental and other expenses at properties subject to the Marketing Leases.

          From time to time we have held discussions with representatives of Marketing regarding potential modifications to the Marketing Leases. These efforts have been unsuccessful to date as we have not yet reached a common understanding with Marketing that would form a basis for modification of the Marketing Leases. From time to time, however, we have been able to agree with Marketing on terms to allow for removal of individual properties from the Marketing Leases as mutually beneficial opportunities arise. We intend to continue to pursue the removal of individual properties from the Marketing Leases, and we remain open to removal of groups of properties; however, there is no fixed agreement in place providing for removal of properties from the Marketing Leases. Accordingly, the removal of properties from the Marketing Leases is subject to negotiation on a case-by-case basis. If Marketing ultimately determines that its business strategy is to exit all or a portion of the properties it leases from us, it is our intention to cooperate with Marketing in accomplishing those objectives if we determine that it is prudent for us to do so. Any modification of the Marketing Leases that removes a significant number of properties from the Marketing Leases would likely significantly reduce the amount of rent we receive from Marketing and increase our operating expenses. We cannot accurately predict if, or when, the Marketing Leases will be modified; what composition of properties, if any, may be removed from the Marketing Leases as part of any such modification; or what the terms of any agreement for modification of the Marketing Leases may be. We also cannot accurately predict what actions Marketing or Lukoil may take, and what our recourse may be, whether the Marketing Leases are modified or not.

          We intend either to re-let or sell any properties that are removed from the Marketing Leases, whether such removal arises consensually by negotiation or as a result of default by Marketing, and reinvest any realized sales proceeds in new properties. We intend to offer properties removed from the Marketing Leases to replacement tenants or buyers individually, or in groups of properties, or by seeking a single tenant for the entire portfolio of properties subject to the Marketing Leases. Although we

32


are the fee or leasehold owner of the properties subject to the Marketing Leases and the owner of the Getty® brand, and have prior experience with tenants who operate their gas stations, convenience stores, automotive repair services or other businesses at our properties, in the event that properties are removed from the Marketing Leases, we cannot accurately predict if, when, or on what terms such properties could be re-let or sold.

          As permitted under the terms of the Marketing Leases, Marketing generally can, subject to any contrary terms under applicable third party leases, use each property for any lawful purpose, or for no purpose whatsoever. We believe that as of December 31, 2009, Marketing had removed, or has scheduled removal of, underground gasoline storage tanks and related equipment at approximately one hundred fifty, or 18%, of our properties and we also believe that most of these properties are either vacant or provide negative or marginal contribution to Marketing’s results. Marketing recently agreed to permit us to list with brokers and to show to prospective purchasers and lessees seventy-five of the properties where Marketing has removed, or has scheduled to remove, underground gasoline storage tanks and related equipment, and we are marketing such properties for sale or leasing. As previously discussed, however, there is no agreement between us and Marketing on terms for removal of properties from the Marketing Leases. In those instances where we determine that the best use for a property is no longer as a retail motor fuel outlet, we will seek an alternative tenant or buyer for such property. With respect to properties that are vacant or have had underground gasoline storage tanks and related equipment removed, it may be more difficult or costly to re-let or sell such properties as gas stations because of capital costs or possible zoning or permitting rights that are required and that may have lapsed during the period since gasoline was last sold at the property. Conversely, it may be easier to re-let or sell properties where underground gasoline storage tanks and related equipment have been removed if the property will not be used as a retail motor fuel outlet or if environmental contamination has been remediated.

          In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the aggregate minimum rent due over the current terms of the Marketing Leases, substantially all of which are scheduled to expire in December 2015, is recognized on a straight-line (or an average) basis rather than when payment contractually is due. We record the cumulative difference between lease revenue recognized under this straight line accounting method and the lease revenue recognized when payment is due under the contractual payment terms as deferred rent receivable on our consolidated balance sheets. We provide reserves for a portion of the recorded deferred rent receivable if circumstances indicate that a property may be disposed of before the end of the current lease term or if it is not reasonable to assume that a tenant will make all of its contractual lease payments during the current lease term. Our assessments and assumptions regarding the recoverability of the deferred rent receivable related to the properties subject to the Marketing Leases are reviewed on a quarterly basis and such assessments and assumptions are subject to change.

          Based on our prior decision to attempt to negotiate with Marketing for a modification of the Marketing Leases to remove approximately 40% of the properties from the Marketing Leases, we previously concluded in March 2008 that we could not reasonably assume that we will collect all of the rent due to us related to those properties for the remainder of the current term of each lease comprising the Marketing Leases. Accordingly, we recorded a $10.5 million non-cash deferred rent receivable reserve as of December 31, 2007 based on the deferred rent receivable recorded related to those properties because we then believed those properties were most likely to be removed from the Marketing Leases as a result of a modification of the Marketing Leases. Providing this $10.5 million non-cash deferred rent receivable reserve reduced our net earnings and our funds from operations for 2007 but did not impact our cash flow from operating activities or adjusted funds from operations since the impact of the straight-line method of accounting is not included in our determination of adjusted funds from operations. (For additional information regarding funds from operations and adjusted funds from operations, which are non-GAAP measures, see “— General — Supplemental Non-GAAP Measures” below.) The deferred rent receivable and the related $10.5 million deferred rent receivable reserve have declined since December 31, 2007 as a result of regular monthly lease payments being made by Marketing and the removal of individual properties from the Marketing Leases.

          We continue to believe that it is likely that the Marketing Leases will be modified and therefore we cannot reasonably assume that we will collect all of the rent due to us for the entire portfolio of properties we lease to Marketing for the remainder of the current term of each lease comprising the Marketing Leases. However, as a result of Marketing’s restructuring announced in the fourth quarter of 2009 and the potential effect on our properties caused by changes in Marketing’s business model, we reevaluated the entire portfolio of properties we lease to Marketing, and reconstituted the list of properties that we used to estimate the deferred rent receivable reserve as of December 31, 2009. We reviewed the properties that had previously been designated to us by Marketing for removal and which were the subject of our prior decision to attempt to negotiate with Marketing for a modification of the Marketing Leases and from that group of properties, we excluded properties that we no longer considered to be the most likely to be removed from the Marketing Leases, such as those which are subject to significant subleases between Marketing and various distributors (as described above) and third

33


party leased properties. Then, to the group of properties remaining, we added properties most likely to be removed from the Marketing Leases, properties previously designated by Marketing for removal from time to time and properties that we believe are currently negative or marginal contributors to Marketing’s results, such as those that are vacant or have had tanks removed. Based on our reevaluation of the entire portfolio of properties we lease to Marketing, we identified three hundred fifty properties as being the most likely to be removed from the Marketing Leases. Our estimate of the deferred rent receivable reserve as of December 31, 2009 of $9.4 million is based on the deferred rent receivable attributable to these three hundred fifty properties. We have not provided a deferred rent receivable reserve related to the remaining properties subject to the Marketing Leases since, based on our assessments and assumptions, we continue to believe that it is probable that we will collect the deferred rent receivable related to those remaining properties and that Lukoil will not allow Marketing to fail to perform its rental, environmental and other obligations under the Marketing Leases.

          We perform an impairment analysis of the carrying amount of the properties subject to the Marketing Leases from time to time in accordance with GAAP when indicators of impairment exist. During the year ended December 31, 2008, we adjusted the estimated useful lives of certain long-lived assets for properties subject to the Marketing Leases resulting in accelerating the depreciation expense recorded for those assets. The impact to depreciation expense due to adjusting the estimated lives for certain long-lived assets beginning with the year ended December 31, 2008 was not material. During the year ended December 31, 2009, we reduced the carrying amount to fair value (generally estimated as sales value net of disposal costs), and recorded impairment charges aggregating $1.1 million, for certain properties leased to Marketing where the carrying amount of the property exceeded the estimated undiscounted cash flows expected to be received during the assumed holding period and the estimated net sales value expected to be received at disposition. The impairment charges were attributable to general reductions in real estate valuations and, in certain cases, by the removal or scheduled removal of underground storage tanks by Marketing.

          Marketing is directly responsible to pay for (i) remediation of environmental contamination it causes and compliance with various environmental laws and regulations as the operator of our properties, and (ii) known and unknown environmental liabilities allocated to Marketing under the terms of the Marketing Leases and various other agreements with us relating to Marketing’s business and the properties it leases from us (collectively the “Marketing Environmental Liabilities”). However, we continue to have ongoing environmental remediation obligations at one hundred eighty-seven retail sites and for certain pre-existing conditions at six of the terminals we lease to Marketing. If Marketing fails to pay the Marketing Environmental Liabilities, we may ultimately be responsible to pay directly for Marketing Environmental Liabilities as the property owner. We do not maintain pollution legal liability insurance to protect the Company from potential future claims for Marketing Environmental Liabilities. We will be required to accrue for Marketing Environmental Liabilities if we determine that it is probable that Marketing will not meet its obligations and we can reasonably estimate the amount of the Marketing Environmental Liabilities for which we will be directly responsible to pay, or if our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities changes. However, we continue to believe that it is not probable that Marketing will not pay for substantially all of the Marketing Environmental Liabilities since we believe that Lukoil will not allow Marketing to fail to perform its rental, environmental and other obligations under the Marketing Leases. Accordingly, we did not accrue for the Marketing Environmental Liabilities as of December 31, 2009 or December 31, 2008. Nonetheless, we have determined that the aggregate amount of the Marketing Environmental Liabilities (as estimated by us) could be material to us if we were required to accrue for all of the Marketing Environmental Liabilities in the future since we believe that as a result of any such accrual, it is reasonably possible that we may not be in compliance with the existing financial covenants in our Credit Agreement and our Term Loan Agreement. Such non-compliance could result in an event of default under the Credit Agreement and the Term Loan Agreement which, if not cured or waived, could result in the acceleration of our indebtedness under the Credit Agreement and the Term Loan Agreement.

          We estimate that as of December 31, 2009, the aggregate Marketing Environmental Liabilities for which we may ultimately be responsible to pay range between $13 million and $20 million, net of expected recoveries from underground storage tank funds of which between $6 million to $9 million relate to the three hundred fifty properties that we identified as the basis for our estimate of the deferred rent receivable reserve. Although we do not have a common understanding with Marketing that would form a basis for modification of the Marketing Leases, if the Marketing Leases are modified to remove any composition of properties, it is not our intention to assume Marketing’s Environmental Liabilities related to the properties that are so removed without adequate consideration from Marketing. Since we generally do not have access to certain site specific information available to Marketing, which is the party responsible for paying and managing its environmental remediation expenses at our properties, our estimates were developed in large part by review of the limited publically available information gathered through electronic databases and freedom of information requests and assumptions we made based on that data and on our own experiences with environmental remediation matters. The actual aggregate

34


Marketing Environmental Liabilities and the actual Marketing Environmental Liabilities related to the three hundred fifty properties that we identified as the basis for our estimate of the deferred rent receivable reserve may differ materially from our estimates and we can provide no assurance as to the accuracy of these estimates.

          Our belief that to the extent Marketing requires continued financial support from Lukoil, it is probable that Lukoil will continue to provide such support, and that Lukoil will not allow Marketing to fail to perform its obligations under the Marketing Leases are critical assumptions regarding future uncertainties affecting the accounting for matters related to Marketing and the Marketing Leases. Our beliefs are based on various factors, including, among other things, Marketing’s timely payment history despite its trend of reporting large losses, capital contributions made and credit support provided in the past by Lukoil, and the potential damage to Lukoil’s brand and reputation which we do not believe Lukoil would be willing to suffer as a result of default or bankruptcy of one of its wholly owned subsidiaries. Prior to Marketing’s restructuring discussed above, we also based our beliefs on Lukoil’s guarantees of substantially all of Marketing’s outstanding debt which was repaid in the fourth quarter of 2009. We cannot predict whether the restructuring announced by Marketing will stem Marketing’s recent history of significant annual operating losses, and whether Marketing will continue to be dependent on financial support from Lukoil to meet its obligations as they become due through the terms of the Marketing Leases. We cannot predict what actions Marketing or Lukoil will take if, subsequent to the restructuring, Marketing continues to be dependent on financial support from Lukoil to meet its obligations as they become due through the terms of the Marketing Leases.

          Should our assessments, assumptions and beliefs prove to be incorrect, including, in particular, our belief that Lukoil will continue to provide financial support to Marketing, or if circumstances change, the conclusions we reached may change relating to (i) whether any or what combination of the properties subject to the Marketing Leases are likely to be removed from the Marketing Leases; (ii) recoverability of the deferred rent receivable for some or all of the properties subject to the Marketing Leases; (iii) potential impairment of the properties subject to the Marketing Leases; and (iv) Marketing’s ability to pay the Marketing Environmental Liabilities. We intend to regularly review our assumptions that affect the accounting for deferred rent receivable; long-lived assets; environmental litigation accruals; environmental remediation liabilities; and related recoveries from state underground storage tank funds. Accordingly, we may be required to reserve additional amounts of the deferred rent receivable, record additional impairment charges related to the properties subject to the Marketing Leases, or accrue for Marketing Environmental Liabilities as a result of the potential or actual modification of the Marketing Leases or other factors, which may result in material adjustments to the amounts recorded for these assets and liabilities, and as a result of which, we may not be in compliance with the financial covenants in our Credit Agreement and our Term Loan Agreement.

          We cannot provide any assurance that Marketing will continue to meet its rental, environmental or other obligations under the Marketing Leases. In the event that Marketing does not perform its rental, environmental or other obligations under the Marketing Leases; if the Marketing Leases are modified significantly or terminated; if we determine that it is probable that Marketing will not meet its rental, environmental or other obligations and we accrue for certain of such liabilities; if we are unable to promptly re-let or sell the properties upon recapture from the Marketing Leases; or, if we change our assumptions that affect the accounting for rental revenue or Marketing Environmental Liabilities related to the Marketing Leases and various other agreements; our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

35


Supplemental Non-GAAP Measures

          We manage our business to enhance the value of our real estate portfolio and, as a REIT, place particular emphasis on minimizing risk and generating cash sufficient to make required distributions to shareholders of at least ninety percent of our taxable income each year. In addition to measurements defined by accounting principles generally accepted in the United States of America (“GAAP”), our management also focuses on funds from operations available to common shareholders (“FFO”) and adjusted funds from operations available to common shareholders (“AFFO”) to measure our performance. FFO is generally considered to be an appropriate supplemental non-GAAP measure of the performance of REITs. FFO is defined by the National Association of Real Estate Investment Trusts as net earnings before depreciation and amortization of real estate assets, gains or losses on dispositions of real estate, (including such non-FFO items reported in discontinued operations), extraordinary items and cumulative effect of accounting change. Other REITs may use definitions of FFO and/or AFFO that are different than ours and; accordingly, may not be comparable.

          We believe that FFO and AFFO are helpful to investors in measuring our performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, our fundamental operating performance. FFO excludes various items such as gains or losses from property dispositions and depreciation and amortization of real estate assets. In our case, however, GAAP net earnings and FFO typically include the impact of deferred rental revenue (straight-line rental revenue), the net amortization of above-market and below-market leases and income recognized from direct financing leases on our recognition of revenues from rental properties (collectively, the “Revenue Recognition Adjustments”), as offset by the impact of related collection reserves. GAAP net earnings and FFO from time to time may also include impairment charges and/or income tax benefits. Deferred rental revenue results primarily from fixed rental increases scheduled under certain operating leases with our tenants. In accordance with GAAP, the aggregate minimum rent due over the current term of these leases are recognized on a straight-line (or an average) basis rather than when payment is contractually due. The present value of the difference between the fair market rent and the contractual rent for in-place leases at the time properties are acquired is amortized into revenue from rental properties over the remaining lives of the in-place leases. Income from direct financing leases is recognized over the lease term using the effective interest method which produces a constant periodic rate of return on the net investment in the leased property. Impairment of long-lived assets represents charges taken to write-down real estate assets to fair value estimated when events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. In prior periods, income tax benefits have been recognized due to the elimination of, or a net reduction in, amounts accrued for uncertain tax positions related to being taxed as a C-corp., rather than as a REIT, prior to 2001.

          Management pays particular attention to AFFO, a supplemental non-GAAP performance measure that we define as FFO less Revenue Recognition Adjustments, impairment charges and income tax benefit. In management’s view, AFFO provides a more accurate depiction than FFO of our fundamental operating performance related to: (i) the impact of scheduled rent increases under certain operating leases; (ii) rental revenue from acquired in-place leases; (iii) the impact of rent due from direct financing leases, (iv) our rental operating expenses (exclusive of impairment charges); and (v) our election to be treated as a REIT under the federal income tax laws beginning in 2001. Neither FFO nor AFFO represent cash generated from operating activities calculated in accordance with GAAP and therefore these measures should not be considered an alternative for GAAP net earnings or as a measure of liquidity. For a reconciliation of FFO and AFFO, see “Item 6. Selected Financial Data”.

          Net earnings, earning from continuing operations and FFO for 2007 were reduced by all or substantially all of the $10.5 million non-cash deferred rent receivable reserve recorded as of December 31, 2007 for approximately 40% of the properties leased to Marketing under the Marketing Leases. (See “— General — Marketing and the Marketing Leases” above for additional information.) If the applicable amount of the non-cash deferred rent receivable reserve were added to our 2007 net earnings, earning from continuing operations and FFO; net earnings would have been $44.4 million, or $1.79 per share, for the year ended December 31, 2007; earnings from continuing operations would have been $38.0 million for the year ended December 31, 2007; and FFO would have been $48.0 million, or $1.94 per share, for the year ended December 31, 2007. Accordingly, as compared to the respective prior year periods; net earnings for 2008 would have decreased by $2.6 million and for 2007 would have increased by $1.7 million; earnings from continuing operations for 2008 would have increased by $0.8 million and for 2007 would have decreased by $3.6 million; and FFO for 2008 would have increased by $2.9 million and for 2007 would have decreased by $1.0 million. We believe that these supplemental non-GAAP measures for 2007 are important to assist in the analysis of our performance for 2008 as compared to 2007 and 2007 as compared to 2006, exclusive

36


of the impact of the non-cash deferred rent receivable reserve on our results of operations and are reconciled below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-
adjusted

 

Reserve

 

As
Adjusted

 

 

 


 


 


 

Net earnings

 

$

33,894

 

$

10,494

 

$

44,388

 

Earnings from continuing operations

 

 

27,842

 

 

10,206

 

 

38,048

 

Funds from operations

 

 

37,509

 

 

10,494

 

 

48,003

 

2009 and 2008 Acquisitions

          On September 25, 2009 we acquired the real estate assets and improvements of thirty-six gasoline stations and convenience store properties located primarily in Prince George’s County Maryland, for $49.0 million from White Oak Petroleum LLC (“White Oak”) for cash with $24.5 million draw under our existing Credit Agreement and $24.5 provided by the three-year Term Loan Agreement entered into on that date.

          The real estate assets were acquired in a simultaneous transaction among ExxonMobil, White Oak and us, whereby White Oak acquired the real estate assets and the related businesses from ExxonMobil and simultaneously completed a sale/leaseback of the real estate assets of all thirty-six properties with us. We entered into a unitary triple-net lease for the real estate assets with White Oak which has an initial term of twenty years and provides White Oak with options for three renewal terms of ten years each extending to 2059. The unitary triple-net lease provides for annual rent escalations of 2½% per year. White Oak is responsible to pay for all existing and future environmental liabilities related to the properties.

          In 2009 we also exercised our fixed price purchase option for one leased property and purchased three properties. In 2008 we exercised our fixed price purchase options for three leased properties and purchased six properties.

RESULTS OF OPERATIONS

Year ended December 31, 2009 compared to year ended December 31, 2008

          Revenues from rental properties included in continuing operations increased by $1.7 million to $84.5 million for the year ended December 31, 2009, as compared to $82.8 million for 2008. We received approximately $60.0 million for 2009 and 2008, from properties leased to Marketing under the Marketing Leases. We also received rent of $22.5 million for 2009 and $20.3 million for 2008 from other tenants. The increase in rent received was primarily due to rent escalations, and rental income from properties acquired, partially offset by the effect of lease expirations. In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due or received during the periods presented. As a result, revenues from rental properties include non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line (or an average) basis over the current lease term, net amortization of above-market and below-market leases and recognition of rental income recorded under a direct financing lease using the effective interest method which produces a constant periodic rate of return on the net investment in the leased property (the “Revenue Recognition Adjustments”). Rental revenue included in continuing operations includes Revenue Recognition Adjustments of $2.0 million for the year ended December 31, 2009, which decreased by $0.5 million for the year as compared to $2.5 million in 2008.

          Rental property expenses, which are primarily comprised of rent expense and real estate and other state and local taxes, included in continuing operations were $10.9 million for 2009, as compared to $11.5 million for 2008. The decrease in rental property expenses is due to a reduction in rent expense incurred as a result of third party lease expirations as compared to the prior year.

          Environmental expenses, net of estimated recoveries from state underground storage tank (“UST” or “USTs”) funds included in continuing operations for 2009 were $8.8 million, as compared to $7.4 million for 2008. The increase was due to a $2.4 million net increase in environmental related litigation reserves, which was partially offset by a reduction in legal fees of $0.2 million and a reduction in estimated environmental remediation costs of $0.7 million, respectively. The increase in environmental litigation reserves was principally attributed to settlement of twenty-seven MTBE cases in which we were named a defendant. See Environmental Matters – Environmental Litigation below for additional information related to our

37


defense of MTBE cases. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period as compared to prior periods.

          General and administrative expenses for 2009 were $6.8 million, which was comparable to 2008.

          Depreciation and amortization expense included in continuing operations for 2009 was $11.0 million, as compared to $11.7 million for 2008. The decrease was primarily due to the effect of assets becoming fully depreciated, dispositions of real estate and lease expirations.

          The $1.1 million of impairment charges recorded in the year ended December 31, 2009 was attributable to general reductions in real estate valuations and, in certain cases, the removal or scheduled removal of underground storage tanks by Marketing.

          As a result, total operating expenses increased by approximately $1.2 million for 2009 as compared to 2008.

          Other income, net, included in income from continuing operations increased by $0.2 million to $0.6 million for 2009, as compared to $0.4 million for 2008. Gains on dispositions of real estate included in discontinued operations were $5.3 million for 2009 as compared to $2.4 million for 2008. Gains on dispositions of real estate in 2009 increased by an aggregate of $2.7 million to $5.5 million, as compared to $2.8 million for the prior year. For 2009, there were eight property dispositions and two partial land takings under eminent domain. For 2008, there were eleven property dispositions, four partial land takings under eminent domain. Property dispositions for 2009 and 2008 include four and seven properties, respectively, that were mutually agreed to be removed from the Marketing Leases prior to their scheduled lease expiration. Other income, net and gains on disposition of real estate vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported gains for one period as compared to prior periods.

          Interest expense was $5.1 million for 2009, as compared to $7.0 million for 2008. The decrease was due to lower average interest rates in 2009 on our floating rate borrowings, partially offset by increased average borrowings outstanding relating to the acquisition of properties in the third quarter of 2009.

          As a result, net earnings were $47.0 million for 2009, as compared to $41.8 million for 2008, an increase of 12.4%, or $5.2 million. Earnings from continuing operations were $41.4 million for 2009, as compared to $38.8 million for 2008, an increase of 6.7%, or $2.6 million. For the same period, FFO increased by 3.3% to $52.6 million, as compared to $50.9 million for prior year period and AFFO increased by 7.0%, or $3.4 million, to $51.7 million, as compared to $48.3 million for 2008. The increase in FFO for 2009 was primarily due to the changes in net earnings described above but excludes a $0.9 million decrease in depreciation and amortization expense and a $2.7 million increase in gains on dispositions of real estate. The increase in AFFO for 2009 also excludes a $0.5 million reduction in Rental Revenue Adjustments which cause our reported revenues from rental properties to vary from the amount of rent payments contractually due or received by us during the periods presented, and a $1.1 million impairment charge recorded in 2009 (which are included in net earnings and FFO but are excluded from AFFO).

          Diluted earnings per share were $1.90 per share for 2009, an increase of $0.21 per share, as compared to $1.69 per share for 2008. Diluted FFO per share for 2009 was $2.12 per share, an increase of $0.06 per share, as compared to 2008. Diluted AFFO per share for 2009 was $2.09 per share, an increase of $0.14 per share, as compared to 2008.

Year ended December 31, 2008 compared to year ended December 31, 2007

          Revenues from rental properties included in continuing operations increased by $3.6 million to $82.8 million for the year ended December 31, 2008, as compared to $79.2 million for 2007. We received approximately $60.0 million for 2008, and $59.3 million for 2007, from properties leased to Marketing under the Marketing Leases. We also received rent of $20.3 million for 2008 and $16.3 million for 2007 from other tenants. The increase in rent received was primarily due to rent escalations, and rental income from properties acquired, partially offset by the effect of lease expirations. In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due or received during the periods presented As a result revenues from rental properties for 2008 and 2007 include non-cash Revenue Recognition Adjustments recorded due to the recognition of rental income on a straight-line (or an average) basis over the current lease term and net amortization of above-market and below-market leases. Rental revenue included in continuing operations

38


includes Revenue Recognition Adjustments of $2.5 million for the year ended December 31, 2008, which decreased by $1.1 million for the year as compared to $3.6 million in 2007.

          Rental property expenses, which are primarily comprised of rent expense and real estate and other state and local taxes, included in continuing operations were $11.5 million for 2008, as compared to $10.9 million for 2007. Increases in real estate and other state and local taxes were partially offset by the decrease in rent expense which was principally due to the reduction in the number of leased locations compared to the prior year.

          Environmental expenses, net of estimated recoveries from state UST funds included in continuing operations for 2008 were $7.4 million, as compared to $8.2 million for 2007. The decrease was primarily due to a $0.5 million decrease in change in estimated environmental remediation costs, and a $0.4 million net decrease in environmental related litigation reserves and legal fees as compared to the prior year period. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported environmental expenses for one period as compared to prior periods.

          General and administrative expenses for 2008 were $6.8 million, as compared to $6.7 million recorded for 2007. The increase in general and administrative expenses was due to $0.5 million of higher professional fees associated with previously disclosed potential modification of the Marketing Leases which was partially offset by a $0.2 million reduction in insurance loss reserves and a $0.3 million reduction in employee related expenses. The insurance loss reserves were established under our self funded insurance program that was terminated in 1997. Employee related expenses recorded in 2007 include the payment of severance in connection with the resignation of Mr. Andy Smith, the former President and Chief Legal Officer of the Company.

          Allowance for deferred rent receivable reported in continuing operations and discontinued operations were $10.2 million and $0.3 million, respectively, for the year ended December 31, 2007. The non-cash allowance was provided in 2007 since we could no longer reasonably assume that we will collect all of the rent due to us related to approximately 40% of the properties leased to Marketing for the remainder of the current terms of the Marketing Leases. (See “— General — Marketing and the Marketing Leases” above for additional information.)

          Depreciation and amortization expense included in continuing operations for 2008 was $11.7 million, as compared to $9.6 million for 2007. The increase was primarily due to properties acquired in 2007 and the acceleration of depreciation expense resulting from the reduction in the estimated useful lives of certain assets which may be removed from the unitary lease with Marketing, which increases were partially offset by the effect of dispositions of real estate and lease expirations.

          As a result, total operating expenses decreased by approximately $8.1 million for 2008 as compared to 2007.

          Other income, net, substantially all of which is comprised of certain gains from dispositions of real estate and leasehold interests, decreased by $1.5 million to $0.4 million for 2008, as compared to $1.9 million for 2007. Gains on dispositions of real estate from discontinued operations were $2.4 million for 2008 as compared to $4.6 million for 2007. Gain on dispositions of real estate in 2008 decreased by an aggregate of $3.4 million to $2.8 million, as compared to $6.2 million for the prior year. For 2008, there were eleven property dispositions and four partial land takings under eminent domain. For 2007, there were thirteen property dispositions, a partial land taking under eminent domain and an increase in the awards for two takings that occurred in prior years. Property dispositions for 2008 and 2007 include seven and six properties, respectively, that were mutually agreed to be removed from the Marketing Leases prior to their scheduled lease expiration. Gains on disposition of real estate vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of change in reported gains for one period as compared to prior periods.

          Interest expense was $7.0 million for 2008, as compared to $7.8 million for 2007. The decrease was due to reduction in interest rates, partially offset by increased average borrowings outstanding used to finance the acquisition of properties in 2007.

          As a result, net earnings were $41.8 million for 2008, as compared to $33.9 million for 2007, an increase of 23.4%, or $7.9 million. Earnings from continuing operations were $38.8 million for 2008, as compared to $27.8 million for 2007, an increase of 39.6%, or $11.0 million. For the same period, FFO increased by 35.7% to $50.9 million, as compared to $37.5 million for prior year period and AFFO increased by 10.2%, or $4.5 million, to $48.3 million, as compared to $43.8 million for 2007. The increase in FFO for 2008 was primarily due to the changes in net earnings described above but excludes a $2.1

39


million increase in depreciation and amortization expense and a $3.4 million decrease in gains on dispositions of real estate. The increase in AFFO for 2008 also excludes a $1.6 million reduction in Revenue Recognition Adjustments which cause our reported revenues from rental properties to vary from the amount of rent payments contractually due or received by us during the periods presented and a $10.5 million deferred rent receivable reserve recorded in 2007 (which are included in net earnings and FFO but are excluded from AFFO).

          Diluted earnings per share were $1.69 per share for 2008, an increase of $0.32 per share, as compared to $1.37 per share for 2007. Diluted FFO per share for 2008 was $2.06 per share, an increase of $0.55 per share, as compared to 2007. Diluted AFFO per share for 2008 was $1.95 per share, an increase of $0.18 per share, as compared to 2007.

LIQUIDITY AND CAPITAL RESOURCES

          Our principal sources of liquidity are the cash flows from our operations, funds available under a revolving credit agreement that expires in March 2011 and available cash and cash equivalents. Management believes that our operating cash needs for the next twelve months can be met by cash flows from operations, borrowings under our credit agreement and available cash and cash equivalents. There can be no assurance, however, that our business operations or liquidity will not be adversely affected by Marketing and the Marketing Leases discussed in “General - Marketing and the Marketing Leases” above or the other risk factors described in our filings with the SEC.

          Disruptions in the credit markets, and the resulting impact on the availability of funding generally, may limit our access to one or more funding sources. In addition, we expect that the costs associated with any additional borrowings we may undertake may be adversely impacted, as compared to such costs prior to the disruption of the credit markets. As a result of the current credit markets, we may not be able to obtain additional financing on favorable terms, or at all. If one or more of the financial institutions that supports our credit agreement fails, we may not be able to find a replacement, which would negatively impact our ability to borrow under our credit agreement. In addition, if the pressures on credit continue or worsen, we may not be able to refinance our outstanding debt when due, which could have a material adverse effect on us.

          As of December 31, 2009, borrowings under the Credit Agreement, described below, were $151.2 million, bearing interest at a weighted-average effective rate of 3.0% per annum. The weighted-average effective rate is based on $106.2 million of LIBOR rate borrowings floating at market rates plus a margin of 1.25% and $45.0 million of LIBOR rate borrowings effectively fixed at 5.44% by an interest rate Swap Agreement, described below, plus a margin of 1.25%. We are party to a $175.0 million amended and restated senior unsecured revolving credit agreement (the “Credit Agreement”) with a group of domestic commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”) which expires in March 2011. We had $23.8 million available under the terms of the Credit Agreement as of December 31, 2009. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.0% or 0.25% or a LIBOR rate plus a margin of 1.0%, 1.25% or 1.5%. The applicable margin is based on our leverage ratio at the end of the prior calendar quarter, as defined in the Credit Agreement, and is adjusted effective mid-quarter when our quarterly financial results are reported to the Bank Syndicate. Based on our leverage ratio as of December 31, 2009, the applicable margin will remain at 0.0% for base rate borrowings and 1.25% for LIBOR rate borrowings.

          Subject to the terms of the Credit Agreement and continued compliance with the covenants therein, we have the option to extend the term of the Credit Agreement for one additional year to March 2012 and/or, subject to approval by the Bank Syndicate, increase the amount of the credit facility available pursuant to the Credit Agreement by $125.0 million to $300.0 million. We do not expect to exercise our option to increase the amount of the Credit Agreement at this time. In addition, based on the current lack of liquidity in the credit markets, we believe that we would need to renegotiate certain terms in the Credit Agreement in order to obtain approval from the Bank Syndicate to increase the amount of the credit facility at this time. No assurance can be given that such approval from the Bank Syndicate will be obtained on terms acceptable to us, if at all. The annual commitment fee on the unused Credit Agreement ranges from 0.10% to 0.20% based on the average amount of borrowings outstanding. The Credit Agreement contains customary terms and conditions, including financial covenants such as those requiring us to maintain minimum tangible net worth, leverage ratios and coverage ratios which may limit our ability to incur debt or pay dividends The Credit Agreement contains customary events of default, including change of control, failure to maintain REIT status and a material adverse effect on our business, assets, prospects or condition. Any event of default, if not cured or waived, could result in the acceleration of our indebtedness under our Credit Agreement and

40


could also give rise to an event of default and consequent acceleration of our indebtedness under our Term Loan Agreement described below.

          We are party to a $45.0 million LIBOR based interest rate Swap Agreement with JPMorgan Chase Bank, N.A. as the counterparty (the “Swap Agreement”), effective through June 30, 2011. The Swap Agreement is intended to hedge our current exposure to market interest rate risk by effectively fixing, at 5.44%, the LIBOR component of the interest rate determined under our existing Credit Agreement or future exposure to variable interest rate risk due to borrowing arrangements that may be entered into prior to the expiration of the Swap Agreement. As a result of the Swap Agreement, as of December 31, 2009, $45.0 million of our LIBOR based borrowings under the Credit Agreement bear interest at an effective rate of 6.69%.

          In order to partially finance the acquisition of thirty-six properties in September 2009, we entered into a $25.0 million three-year Term Loan Agreement with TD Bank (the “Term Loan Agreement”) which expires in September 2012. The Term Loan Agreement bears interest at a rate equal to a thirty day LIBOR rate (subject to a floor of 0.4%) plus a margin of 3.1%. As of December 31, 2009, borrowings under the Term Loan Agreement were $24.4 million bearing interest at a rate of 3.5% per annum. The Term Loan Agreement provides for annual reductions of $0.8 million in the principal balance with a $22.2 million balloon payment due at maturity. The Term Loan Agreement contains customary terms and conditions, including financial covenants such as those requiring us to maintain minimum tangible net worth, leverage ratios and coverage ratios which may limit our ability to incur debt or pay dividends. The Term Loan Agreement contains customary events of default, including change of control, failure to maintain REIT status and a material adverse effect on our business, assets, prospects or condition. Any event of default, if not cured or waived, could result in the acceleration of our indebtedness under the Term Loan Agreement and could also give rise to an event of default and consequent acceleration of our indebtedness under our Credit Agreement.

          Since we generally lease our properties on a triple-net basis, we do not incur significant capital expenditures other than those related to acquisitions. As part of our overall business strategy, we regularly review opportunities to acquire additional properties and we expect to continue to pursue acquisitions that we believe will benefit our financial performance. Capital expenditures, including acquisitions, for 2009, 2008 and 2007 amounted to $55.3 million, $6.6 million and $90.6 million, respectively. To the extent that our current sources of liquidity are not sufficient to fund capital expenditures and acquisitions we will require other sources of capital, which may or may not be available on favorable terms or at all. We cannot accurately predict how periods of illiquidity in the credit markets, such as current market conditions, will impact our access to capital.

          We elected to be treated as a REIT under the federal income tax laws with the year beginning January 1, 2001. As a REIT, we are required, among other things, to distribute at least ninety percent of our taxable income to shareholders each year. Payment of dividends is subject to market conditions, our financial condition and other factors, and therefore cannot be assured. In particular, our Credit Agreement and our Term Loan Agreement prohibit the payment of dividends during certain events of default. Dividends paid to our shareholders aggregated $46.8 million, $46.3 million and $45.7 million for 2009, 2008 and 2007, respectively, and were paid on a quarterly basis during each of those years. We presently intend to pay common stock dividends of $0.475 per share each quarter ($1.90 per share, or $47.2 million, on an annual basis including dividend equivalents paid on outstanding restricted stock units), and commenced doing so with the quarterly dividend declared in August 2009. Due to contingencies related to Marketing and the Marketing Leases discussed in “General - Marketing and the Marketing Leases” above, there can be no assurance that we will be able to continue to pay dividends at the rate of $0.475 per share per quarter, if at all.

41


CONTRACTUAL OBLIGATIONS

          Our significant contractual obligations and commitments are comprised of borrowings under the Credit Agreement and the Term Loan Agreement, operating lease payments due to landlords and estimated environmental remediation expenditures, net of estimated recoveries from state UST funds. In addition, as a REIT we are required to pay dividends equal to at least ninety percent of our taxable income in order to continue to qualify as a REIT. Our contractual obligations and commitments as of December 31, 2009 are summarized below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL

 

LESS
THAN-
ONE YEAR

 

ONE-TO
THREE
YEARS

 

THREE
TO
FIVE
YEARS

 

MORE
THAN
FIVE
YEARS

 

 

 


 


 


 


 


 

Operating leases

 

$

23,782

 

$

6,673

 

$

9,473

 

$

4,678

 

$

2,958

 

Borrowing under the Credit Agreement (a)(b)

 

 

151,200

 

 

 

 

151,200

 

 

 

 

 

Borrowings under the Term Loan Agreement (a)

 

 

24,370

 

 

780

 

 

23,590

 

 

 

 

 

Estimated environmental remediation expenditures (c)

 

 

16,527

 

 

5,951

 

 

5,951

 

 

2,388

 

 

2,237

 

Estimated recoveries from state underground storage tank funds (c)

 

 

(3,882

)

 

(1,298

)

 

(1,491

)

 

(690

)

 

(403

)

 

 



 



 



 



 



 

Estimated net environmental remediation expenditures (c)

 

 

12,645

 

 

4,653

 

 

4,460

 

 

1,698

 

 

1,834

 

 

 



 



 



 



 



 

Total

 

$

211,997

 

$

12,106

 

$

188,723

 

$

6,376

 

$

4,792

 

 

 



 



 



 



 



 


 

 

(a)

Excludes related interest payments. (See “— Liquidity and Capital Resources” above and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for additional information.)

 

 

(b)

Subject to the terms of the Credit Agreement and continued compliance with the covenants therein, we have the option to extend the term of the Credit Agreement to March 2012.

 

 

(c)

Estimated environmental remediation expenditures and estimated recoveries from state UST funds have been adjusted for inflation and discounted to present value.

          Generally, the leases with our tenants are “triple-net” leases, with the tenant responsible for managing the operations conducted at these properties and for the payment of taxes, maintenance, repair, insurance, environmental remediation and other operating expenses. We estimate that Marketing makes annual real estate tax payments for properties leased under the Marketing Leases of approximately $13.0 million and makes additional payments for other operating expenses related to our properties, including environmental remediation costs other than those liabilities that were retained by us. These costs are not reflected in our consolidated financial statements. (See “— General — Marketing and the Marketing Leases” above for additional information.)

          We have no significant contractual obligations not fully recorded on our consolidated balance sheets or fully disclosed in the notes to our consolidated financial statements. We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the Exchange Act.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

          The consolidated financial statements included in this Annual Report on Form 10-K include the accounts of Getty Realty Corp. and our wholly-owned subsidiaries. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in its financial statements. Although we have made estimates, judgments and assumptions regarding future uncertainties relating to the information included in our financial statements, giving due consideration to the accounting policies selected and materiality, actual results could differ from these estimates, judgments and assumptions and such differences could be material.

          Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, deferred rent receivable, income under direct financing leases, recoveries from state underground storage tank funds, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation,

42


accrued expenses, income taxes, allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed and exposure to paying an earnings and profits deficiency dividend. The information included in our financial statements that is based on estimates, judgments and assumptions is subject to significant change and is adjusted as circumstances change and as the uncertainties become more clearly defined. Our accounting policies are described in Note 1 of Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements”. We believe the following are our critical accounting policies:

          Revenue recognition — We earn revenue primarily from operating leases with Marketing and other tenants. We recognize income under the Master Lease with Marketing, and with other tenants, on the straight-line method, which effectively recognizes contractual lease payments evenly over the current term of the leases. The present value of the difference between the fair market rent and the contractual rent for in-place leases at the time properties are acquired is amortized into revenue from rental properties over the remaining lives of the in-place leases. A critical assumption in applying the straight-line accounting method is that the tenant will make all contractual lease payments during the current lease term and that the net deferred rent receivable of $27.5 million recorded as of December 31, 2009 will be collected when the payment is due, in accordance with the annual rent escalations provided for in the leases. Historically our tenants have generally made rent payments when due. However, we may be required to reverse, or provide reserves for, or adjust our $9.4 million reserve as of December 31, 2009 for, a portion of the recorded deferred rent receivable if it becomes apparent that a property may be disposed of before the end of the current lease term or if circumstances indicate that the tenant may not make all of its contractual lease payments when due during the current term of the lease. The straight-line method requires that rental income related to those properties for which a reserve was specifically provided is effectively recognized in subsequent periods when payment is due under the contractual payment terms. (See Marketing and the Marketing Leases in “— General — Marketing and the Marketing Leases” above for additional information.)

          Direct Financing Lease — Income under direct financing leases is included in revenues from rental properties and is recognized over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. Net investment in direct financing lease represents the investment in leased assets accounted for as a direct financing lease. The investment is reduced by the receipt of lease payments, net of interest income earned and amortized over the life of the lease.

          Impairment of long-lived assets — Real estate assets represent “long-lived” assets for accounting purposes. We review the recorded value of long-lived assets for impairment in value whenever any events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. We may become aware of indicators of potentially impaired assets upon tenant or landlord lease renewals, upon receipt of notices of potential governmental takings and zoning issues, or upon other events that occur in the normal course of business that would cause us to review the operating results of the property. We believe our real estate assets are not carried at amounts in excess of their estimated net realizable fair value amounts.

          Income taxes — Our financial results generally do not reflect provisions for current or deferred federal income taxes since we elected to be treated as a REIT under the federal income tax laws effective January 1, 2001. Our intention is to operate in a manner that will allow us to continue to be treated as a REIT and, as a result, we do not expect to pay substantial corporate-level federal income taxes. Many of the REIT requirements, however, are highly technical and complex. If we were to fail to meet the requirements, we may be subject to federal income tax, excise taxes, penalties and interest or we may have to pay a deficiency dividend to eliminate any earnings and profits that were not distributed. Certain states do not follow the federal REIT rules and we have included provisions for these taxes in rental property expenses.

          Environmental costs and recoveries from state UST funds — We provide for the estimated fair value of future environmental remediation costs when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made (see “— Environmental Matters” below for additional information). Environmental liabilities and related recoveries are measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. Since environmental exposures are difficult to assess and estimate and knowledge about these liabilities is not known upon the occurrence of a single event, but rather is gained over a continuum of events, we believe that it is appropriate that our accrual estimates are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable. A critical assumption in accruing for these liabilities is that the state environmental laws and regulations will be administered and enforced in the future in a manner that is consistent with past practices. Recoveries of environmental costs from state UST remediation funds, with respect to past and future spending, are accrued as income, net of allowance for collection risk, based on estimated recovery

43


rates developed from our experience with the funds when such recoveries are considered probable. A critical assumption in accruing for these recoveries is that the state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and that future environmental spending will be eligible for reimbursement at historical rates under these programs. We accrue environmental liabilities based on our share of responsibility as defined in our lease contracts with our tenants and under various other agreements with others or if circumstances indicate that the counter-party may not have the financial resources to pay its share of the costs. It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in material adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. (See “— General — Marketing and the Marketing Leases” above for additional information.) We may ultimately be responsible to directly pay for environmental liabilities as the property owner if Marketing or our other tenants or other counter-parties fail to pay them. In certain environmental matters the effect on future financial results is not subject to reasonable estimation because considerable uncertainty exists both in terms of the probability of loss and the estimate of such loss. The ultimate liabilities resulting from such lawsuits and claims, if any, may be material to our results of operations in the period in which they are recognized.

          Litigation — Legal fees related to litigation are expensed as legal services are performed. We provide for litigation reserves, including certain environmental litigation (see “— Environmental Matters” below for additional information), when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. If the estimate of the liability can only be identified as a range, and no amount within the range is a better estimate than any other amount, the minimum of the range is accrued for the liability.

          Recent Accounting Developments and Amendments to the Accounting Standards Codification — In September 2006, the FASB amended the accounting standards related to fair value measurements of assets and liabilities (the “Fair Value Measurements Amendment”). The Fair Value Measurements Amendment generally applies whenever other standards require assets or liabilities to be measured at fair value. The Fair Value Measurements Amendment was effective in fiscal years beginning after November 15, 2007. The FASB subsequently delayed the effective date of the Fair Value Measurements Amendment by one year for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis to fiscal years beginning after November 15, 2008. The adoption of the Fair Value Measurements Amendment in January 2008 and the adoption of the provisions of the Fair Value Measurements Amendment for nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis in January 2009 did not have a material impact on our financial position and results of operations.

          In December 2007, the FASB amended the accounting standards related to business combinations (the Business Combinations Amendment”), affecting how the acquirer shall recognize and measure in its financial statements at fair value the identifiable assets acquired, liabilities assumed, any noncontrolling interest in the acquiree and goodwill acquired in a business combination. The Business Combinations Amendment requires that acquisition costs, which could be material to our future financial results, will be expensed rather than included as part of the basis of the acquisition. The adoption of this standard by us on January 1, 2009 did not result in a write-off of acquisition related transactions costs associated with transactions not yet consummated.

ENVIRONMENTAL MATTERS

General

          We are subject to numerous existing federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Our tenants are directly responsible for compliance with various environmental laws and regulations as the operators of our properties. Environmental expenses are principally attributable to remediation costs which include installing, operating, maintaining and decommissioning remediation systems, monitoring contamination, and governmental agency reporting incurred in connection with contaminated properties. We seek reimbursement from state UST remediation funds related to these environmental expenses where available.

          We enter into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. In accordance with the leases with certain of our tenants, we have agreed to bring the leased properties with known environmental contamination to

44


within applicable standards, and to either regulatory or contractual closure (“Closure”). Generally, upon achieving Closure at an individual property, our environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of our tenant. As of December 31, 2009, we have regulatory approval for remediation action plans in place for two hundred forty-five (95%) of the two hundred fifty-eight properties for which we continue to retain remediation responsibility and the remaining thirteen properties (5%) were in the assessment phase. In addition, we have nominal post-closure compliance obligations at twenty-two properties where we have received “no further action” letters.

          Our tenants are directly responsible to pay for (i) remediation of environmental contamination they cause and compliance with various environmental laws and regulations as the operators of our properties, and (ii) environmental liabilities allocated to our tenants under the terms of our leases and various other agreements between our tenants and us. Generally, the liability for the retirement and decommissioning or removal of USTs and other equipment is the responsibility of our tenants. We are contingently liable for these obligations in the event that our tenants do not satisfy their responsibilities. A liability has not been accrued for obligations that are the responsibility of our tenants based on our tenants’ past histories of paying such obligations and/or our assessment of their respective financial abilities to pay their share of such costs. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so.

          It is possible that our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities may change, which may result in adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. We will be required to accrue for environmental liabilities that we believe are allocable to others under various other agreements if we determine that it is probable that the counter-party will not meet its environmental obligations. We may ultimately be responsible to directly pay for environmental liabilities as the property owner if the counter-party fails to pay them. The ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. (See “— General — Marketing and the Marketing Leases” above for additional information.)

          We have not accrued for approximately $1.0 million in costs allegedly incurred by the current property owner in connection with removal of USTs and soil remediation at a property that was leased to and operated by Marketing. We believe that Marketing is responsible for such costs under the terms of the Master Lease and tendered the matter for defense and indemnification from Marketing. Marketing denied its liability for the claim and its responsibility to defend against, and indemnify us for, the claim. We filed third party claims against Marketing for indemnification in this matter. The property owner’s claim for reimbursement of costs incurred and our claim for indemnification by Marketing were actively litigated, leading to a trial held before a judge. The trial court issued its decision in August 2009 under which the Company and Marketing were held jointly and severally responsible to the current property owner for the costs incurred by the owner to remove USTs and remediate contamination at the site, but, as between the Company and Marketing, Marketing was accountable for such costs under the indemnification provisions of the Master Lease. The order on the trial court’s decision was entered in February 2010, making such decision final for purposes of initiating the limited period of time following which appeal may be taken. We believe that Marketing will appeal the decision; however, we believe the probability that Marketing will not be ultimately responsible for the claim for clean-up costs incurred by the current property owner is remote. It is reasonably possible that our assumption that Marketing will be ultimately responsible for the claim may change, which may result in our providing an accrual for this matter.

          We have also agreed to provide limited environmental indemnification to Marketing, capped at $4.25 million, for certain pre-existing conditions at six of the terminals we own and lease to Marketing. Under the indemnification agreement, Marketing is required to pay (and has paid) the first $1.5 million of costs and expenses incurred in connection with remediating any such pre-existing conditions, Marketing shares equally with us the next $8.5 million of those costs and expenses and Marketing is obligated to pay all additional costs and expenses over $10.0 million. We have accrued $0.3 million as of December 31, 2009 and December 31, 2008 in connection with this indemnification agreement. Under the Master Lease, we continue to have additional ongoing environmental remediation obligations at one hundred eighty-seven scheduled sites.

          As the operator of our properties under the Marketing Leases, Marketing is directly responsible to pay for the remediation of environmental contamination it causes and to comply with various environmental laws and regulations. In addition, the Marketing Leases and various other agreements between Marketing and us allocate responsibility for known and unknown environmental liabilities between Marketing and us relating to the properties subject to the Marketing Leases. Based on

45


various factors, including our assessments and assumptions at this time that Lukoil would not allow Marketing to fail to perform its obligations under the Marketing Leases, we believe that Marketing will continue to pay for substantially all environmental contamination and remediation costs allocated to it under the Marketing Leases. It is possible that our assumptions regarding the ultimate allocation methods or share of responsibility that we used to allocate environmental liabilities may change, which may result in adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. If Marketing fails to pay them, we may ultimately be responsible to directly pay for environmental liabilities as the property owner. We are required to accrue for environmental liabilities that we believe are allocable to Marketing under the Marketing Leases and various other agreements if we determine that it is probable that Marketing will not pay its environmental obligations and we can reasonably estimate the amount of the Marketing Environmental Liabilities for which we will be directly responsible to pay.

          Based on our assessment of Marketing’s financial condition and our assumption that Lukoil would not allow Marketing to fail to perform its obligations under the Marketing Leases and certain other factors, including but not limited to those described above, we believe at this time that it is not probable that Marketing will not pay the environmental liabilities allocable to it under the Marketing Leases and various other agreements and, therefore, have not accrued for such environmental liabilities. Our assessments and assumptions that affect the recording of environmental liabilities related to the properties subject to the Marketing Leases are reviewed on a quarterly basis and such assessments and assumptions are subject to change.

          We have determined that the aggregate amount of the environmental liabilities attributable to Marketing related to our properties (as estimated by us, based on our assumptions and our analysis of information currently available to us described in more detail above) (the “Marketing Environmental Liabilities”) could be material to us if we were required to accrue for all of the Marketing Environmental Liabilities in the future since we believe that it is reasonably possible that as a result of such accrual, we may not be in compliance with the existing financial covenants in our Credit Agreement and our Term Loan Agreement. Such non-compliance could result in an event of default under the Credit Agreement and our Term Loan Agreement which, if not cured or waived, could result in the acceleration of our indebtedness under the Credit Agreement and the Term Loan Agreement. (See “— General — Marketing and the Marketing Leases” above for additional information.)

          The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. Environmental liabilities and related recoveries are measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. The environmental remediation liability is estimated based on the level and impact of contamination at each property and other factors described herein. The accrued liability is the aggregate of the best estimate for the fair value of cost for each component of the liability. Recoveries of environmental costs from state UST remediation funds, with respect to both past and future environmental spending, are accrued at fair value as an offset to environmental expense, net of allowance for collection risk, based on estimated recovery rates developed from our experience with the funds when such recoveries are considered probable.

          Environmental exposures are difficult to assess and estimate for numerous reasons, including the extent of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, as well as the time it takes to remediate contamination. In developing our liability for probable and reasonably estimable environmental remediation costs on a property by property basis, we consider among other things, enacted laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates which are subject to significant change, and are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable.

          As of December 31, 2009, we had accrued $12.6 million as management’s best estimate of the net fair value of reasonably estimable environmental remediation costs which is comprised of $16.5 million of estimated environmental obligations and liabilities offset by $3.9 million of estimated recoveries from state UST remediation funds, net of allowance. Environmental expenditures, net of recoveries from UST funds, were $4.7 million $5.0 million and $4.7 million, respectively, for 2009, 2008, and 2007. For 2009, 2008 and 2007 estimated environmental remediation cost and accretion expense included in environmental expenses in continuing operations in our consolidated statements of operations amounted to $3.9 million, $4.6 million and $5.1 million, respectively, which amounts were net of probable recoveries from state UST remediation funds.

46


          Environmental liabilities and related assets are currently measured at fair value based on their expected future cash flows which have been adjusted for inflation and discounted to present value. We also use probability weighted alternative cash flow forecasts to determine fair value. We assumed a 50% probability factor that the actual environmental expenses will exceed engineering estimates for an amount assumed to equal one year of net expenses aggregating $4.5 million. Accordingly, the environmental accrual as of December 31, 2009 was increased by $1.8 million, net of assumed recoveries and before inflation and present value discount adjustments. The resulting net environmental accrual as of December 31, 2009 was then further increased by $1.0 million for the assumed impact of inflation using an inflation rate of 2.75%. Assuming a credit-adjusted risk-free discount rate of 7.0%, we then reduced the net environmental accrual, as previously adjusted, by a $2.1 million discount to present value. Had we assumed an inflation rate that was 0.5% higher and a discount rate that was 0.5% lower, net environmental liabilities as of December 31, 2009 would have increased by $0.2 million and $0.1 million, respectively, for an aggregate increase in the net environmental accrual of $0.3 million. However, the aggregate net change in estimated environmental estimates expense recorded during the year ended December 31, 2009 would not have changed significantly if these changes in the assumptions were made effective December 31, 2008.

          In view of the uncertainties associated with environmental expenditures, contingencies concerning Marketing and the Marketing Leases and contingencies related to other parties, however, we believe it is possible that the fair value of future actual net expenditures could be substantially higher than these estimates. (See “— General — Marketing and the Marketing Leases” above for additional information.) Adjustments to accrued liabilities for environmental remediation costs will be reflected in our financial statements as they become probable and a reasonable estimate of fair value can be made. Future environmental costs could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

          We cannot predict what environmental legislation or regulations may be enacted in the future or how existing laws or regulations will be administered or interpreted with respect to products or activities to which they have not previously been applied. We cannot predict if state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and if future environmental spending will continue to be eligible for reimbursement at historical recovery rates under these programs. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws, which may develop in the future, could have an adverse effect on our financial position, or that of our tenants, and could require substantial additional expenditures for future remediation.

Environmental litigation

          We are subject to various legal proceedings and claims which arise in the ordinary course of our business. In addition, we have retained responsibility for certain legal proceedings and claims relating to the petroleum marketing business that were identified at the time of the Spin-Off. As of December 31, 2009 and December 31, 2008, we had accrued $3.8 million and $1.7 million, respectively, for certain of these matters which we believe were appropriate based on information then currently available. It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in our providing an accrual, or adjustments to the amounts recorded, for environmental litigation accruals. Matters related to the Lower Passaic River and certain MTBE multi-district litigation cases, in particular, for which accruals have been provided in part, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends and/or stock price. See “Item 3. Legal Proceedings” for additional information with respect these and other pending environmental lawsuits and claims.

The Lower Passaic River

          In September 2003, we received a directive (the “Directive”) from the State of New Jersey Department of Environmental Protection (the “NJDEP”) that we are one of approximately sixty-six potentially responsible parties for natural resource damages resulting from discharges of hazardous substances into the Lower Passaic River. The Directive calls for an assessment of the natural resources that have been injured by the discharges into the Lower Passaic River and interim compensatory restoration for the injured natural resources. NJDEP alleges that our liability arises from alleged discharges originating from our Newark, New Jersey Terminal site. There has been no material activity with respect to the NJDEP Directive since early after its issuance. The responsibility for the alleged damages, the aggregate cost to remediate the Lower Passaic River, the amount of natural resource damages and the method of allocating such amounts among the potentially responsible parties have not been determined. We are a member of a Cooperating Parties Group which has agreed to take

47


over from the United States Environmental Protection Agency (“EPA”) performance of a remedial investigation and feasibility study intended to evaluate alternative remedial actions with respect to alleged damages to the Lower Passaic River. The remedial investigation and feasibility study does not resolve liability issues for remedial work or restoration of, or compensation for, natural resource damages to the Lower Passaic River, which are not known at this time.

          In a related action, in December 2005, the State of New Jersey brought suit against certain companies which the State alleges are responsible for pollution of the Lower Passaic River. In February 2009, certain of these defendants filed third-party complaints against approximately three hundred additional parties, including us, seeking contribution for a pro-rata share of response costs, cleanup, and other damages. A Special Master has been appointed by the court to try and design an alternative dispute resolution process for achieving a global resolution of this litigation.

          We believe that ChevronTexaco is contractually obligated to indemnify us, pursuant to an indemnification agreement for most, if not all of the conditions at the property identified by the NJDEP and the EPA. Our ultimate liability, if any, in the pending and possible future proceedings pertaining to the Lower Passaic River is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known.

MTBE Litigation

          As of December 31, 2009, we are defending against fifty-three lawsuits brought by or on behalf of private and public water providers and governmental agencies in Connecticut, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, Virginia, and West Virginia. These cases allege various theories of liability due to contamination of groundwater with MTBE as the basis for claims seeking compensatory and punitive damages, and name as defendant approximately fifty petroleum refiners, manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE. Pursuant to consolidation procedures under federal law, most of the MTBE cases originally filed were transferred to the United States District Court for the Southern District of New York for coordinated Multi-District Litigation proceedings. We are presently named as a defendant in thirty-nine out of more than one hundred cases that have been consolidated in this Multi-District Litigation, and we are also named as a defendant in fourteen related MTBE cases pending in the Supreme Court of New York, Nassau County. A majority of the primary defendants entered into global settlement agreements which settled one hundred two individual cases brought by the same law firm on behalf of various plaintiffs. We remain a defendant in twenty-seven of these one hundred two cases. We are also a defendant in twenty-five other individual MTBE cases brought by another firm, and we are also a defendant in a final MTBE case in the consolidated Multi-District Litigation brought by the State of New Jersey.

          In 2009, we provided litigation reserves of $2.3 million relating to a majority of the MTBE cases pending against us. However, we are still unable to estimate our liability for a minority of the cases pending against us. Further, notwithstanding that we have provided a litigation reserve as to certain of the MTBE cases, there remains uncertainty as to the accuracy of the allegations in these cases as they relate to us, our defenses to the claims, our rights to indemnification or contribution from Marketing, and the aggregate possible amount of damages for which we may be held liable.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

          Prior to April 2006, when we entered into the Swap Agreement with JPMorgan Chase, N.A. (the “Swap Agreement”), we had not used derivative financial or commodity instruments for trading, speculative or any other purpose, and had not entered into any instruments to hedge our exposure to interest rate risk. We do not have any foreign operations, and are therefore not exposed to foreign currency exchange rate.

          We are exposed to interest rate risk, primarily as a result of our $175.0 million Credit Agreement and our $25.0 million Term Loan Agreement. We use borrowings under the Credit Agreement to finance acquisitions and for general corporate purposes. We used borrowings under the Term Loan Agreement to partially finance an acquisition in September 2009. Total borrowings outstanding as of December 31, 2009 under the Credit Agreement and the Term Loan Agreement were $151.2 million and $24.4 million, respectively, bearing interest at a weighted-average rate of 1.8% per annum, or a weighted-average effective rate of 3.1% including the impact of the Swap Agreement discussed below. The weighted-average effective rate is based on (i) $106.2 million of LIBOR rate borrowings outstanding under the Credit Agreement floating at market rates plus a margin of 1.25%, (ii) $45.0 million of LIBOR rate borrowings outstanding under the Credit Agreement effectively fixed at 5.44% by the Swap Agreement plus a margin of 1.25% and (iii) $24.4 million of LIBOR based borrowings outstanding under

48


the Term Loan Agreement floating at market rates (subject to a 30 day LIBOR floor of 0.4%) plus a margin of 3.1%. Our Credit Agreement, which expires in March 2011, permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.0% or 0.25% or a LIBOR rate plus a margin of 1.0%, 1.25% or 1.5%. The applicable margin is based on our leverage ratio at the end of the prior calendar quarter, as defined in the Credit Agreement, and is adjusted effective mid-quarter when our quarterly financial results are reported to the Bank Syndicate. Based on our leverage ratio as of December 31, 2009, the applicable margin will remain at 0.0% for base rate borrowings and 1.25% for LIBOR rate borrowings.

          We manage our exposure to interest rate risk by minimizing, to the extent feasible, our overall borrowing and monitoring available financing alternatives. Our interest rate risk as of December 31, 2009 has increased significantly, as compared to December 31, 2008 primarily as a result of the $24.5 million drawn under the Credit Agreement to partially finance an acquisition in September 2009 and the $24.5 million borrowings outstanding under the $25.0 million three-year Term Loan Agreement entered into in September 2009. We entered into a $45.0 million LIBOR based interest rate Swap Agreement, effective through June 30, 2011, to manage a portion of our interest rate risk. The Swap Agreement is intended to hedge $45.0 million of our current exposure to variable interest rate risk by effectively fixing, at 5.44%, the LIBOR component of the interest rate determined under our existing Credit Agreement or future exposure to variable interest rate risk due to borrowing arrangements that may be entered into prior to the expiration of the Swap Agreement. As a result of the Swap Agreement, as of December 31, 2009, $45.0 million of our LIBOR based borrowings outstanding under the Credit Agreement bear interest at an effective rate of 6.69%. As a result, we are, and will be, exposed to interest rate risk to the extent that our aggregate borrowings floating at market rates exceed the $45.0 million notional amount of the Swap Agreement. As of December 31, 2009, our aggregate borrowings floating at market rates exceeded the notional amount of the Swap Agreement by $130.6 million. We do not foresee any significant changes in how we manage our interest rate risk in the near future.

          We entered into the $45.0 million notional five year interest rate Swap Agreement, designated and qualifying as a cash flow hedge to reduce our exposure to the variability in future cash flows attributable to changes in the LIBOR rate. Our primary objective when undertaking hedging transactions and derivative positions is to reduce our variable interest rate risk by effectively fixing a portion of the interest rate for existing debt and anticipated refinancing transactions. This in turn, reduces the risks that the variability of cash flows imposes on variable rate debt. Our strategy protects us against future increases in interest rates. Although the Swap Agreement is intended to lessen the impact of rising interest rates, it also exposes us to the risk that the other party to the agreement will not perform, the agreement will be unenforceable and the underlying transactions will fail to qualify as a highly-effective cash flow hedge for accounting purposes. Further, there can be no assurance that the use of an interest rate swap will always be to our benefit. While the use of an interest rate Swap Agreement is intended to lessen the adverse impact of rising interest rates, it also conversely limits the positive impact that could be realized from falling interest rates with respect to the portion of our variable rate debt covered by the interest rate Swap Agreement.

          In the event that we were to settle the Swap Agreement prior to its maturity, if the corresponding LIBOR swap rate for the remaining term of the Swap Agreement is below the 5.44% fixed strike rate at the time we settle the Swap Agreement, we would be required to make a payment to the Swap Agreement counter-party; if the corresponding LIBOR swap rate is above the fixed strike rate at the time we settle the Swap Agreement, we would receive a payment from the Swap Agreement counter-party. The amount that we would either pay or receive would equal the present value of the basis point differential between the fixed strike rate and the corresponding LIBOR swap rate at the time we settle the Swap Agreement.

          Based on our aggregate average outstanding borrowings under the Credit Agreement and the Term Loan Agreement projected at $178.8 million for 2010, an increase in market interest rates of 0.5% for 2010 would decrease our 2010 net income and cash flows by $0.7 million. This amount was determined by calculating the effect of a hypothetical interest rate change on our aggregate borrowings floating at market rates that is not covered by our $45.0 million interest rate Swap Agreement and assumes that the $154.9 million average outstanding borrowings under the Credit Agreement during the fourth quarter of 2009 plus the $23.9 million average scheduled outstanding borrowings for 2010 under the Term Loan Agreement is indicative of our future average borrowings for 2010 before considering additional borrowings required for future acquisitions. The calculation also assumes that there are no other changes in our financial structure or the terms of our borrowings. Our exposure to fluctuations in interest rates will increase or decrease in the future with increases or decreases in the outstanding amount under our Credit Agreement and decreases in the outstanding amount under our Term Loan Agreement.

49


          In order to minimize our exposure to credit risk associated with financial instruments, we place our temporary cash investments with high-credit-quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A

Item 8. Financial Statements and Supplementary Data

GETTY REALTY CORP. INDEX TO FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

 

 

 

 

 

(PAGES)

 

 


 

 

 

Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007

 

51

Consolidated Statements of Comprehensive Income for the years ended December 31, 2009, 2008 and 2007

 

51

Consolidated Balance Sheets as of December 31, 2009 and 2008

 

52

Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007

 

53

Notes to Consolidated Financial Statements (including the supplementary financial information contained in Note 9 “Quarterly Financial Data”)

 

54

Report of Independent Registered Public Accounting Firm

 

80

50


GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31,

 

 

 


 

 

 

2009

 

2008

 

2007

 

 

 


 


 


 

Revenues from rental properties

 

$

84,539

 

$

82,802

 

$

79,207

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Rental property expenses

 

 

10,851

 

 

11,482

 

 

10,864

 

Impairment charges

 

 

1,135

 

 

 

 

 

Environmental expenses, net

 

 

8,799

 

 

7,365

 

 

8,189

 

General and administrative expenses

 

 

6,849

 

 

6,831

 

 

6,669

 

Allowance for deferred rent receivable

 

 

 

 

 

 

10,206

 

Depreciation and amortization expense

 

 

10,975

 

 

11,726

 

 

9,600

 

 

 



 



 



 

Total operating expenses

 

 

38,609

 

 

37,404

 

 

45,528

 

 

 



 



 



 

Operating income

 

 

45,930

 

 

45,398

 

 

33,679

 

Other income, net

 

 

585

 

 

403

 

 

1,923

 

Interest expense

 

 

(5,091

)

 

(7,034

)

 

(7,760

)

 

 



 



 



 

Earnings from continuing operations

 

 

41,424

 

 

38,767

 

 

27,842

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

Earnings from operating activities

 

 

299

 

 

645

 

 

1,487

 

Gains on dispositions of real estate

 

 

5,326

 

 

2,398

 

 

4,565

 

 

 



 



 



 

Earnings from discontinued operations

 

 

5,625

 

 

3,043

 

 

6,052

 

 

 



 



 



 

Net earnings

 

$

47,049

 

$

41,810

 

$

33,894

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

$

1.67

 

$

1.57

 

$

1.12

 

Earnings from discontinued operations

 

$

.23

 

$

.12

 

$

.24

 

Net earnings

 

$

1.90

 

$

1.69

 

$

1.37

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

 

24,766

 

 

24,766

 

 

24,765

 

Stock options

 

 

1

 

 

1

 

 

4

 

 

 



 



 



 

Diluted

 

 

24,767

 

 

24,767

 

 

24,769

 

 

 



 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31,

 

 

 


 

 

 

2009

 

2008

 

2007

 

 

 


 


 


 

Net earnings

 

$

47,049

 

$

41,810

 

$

33,894

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

Net unrealized gain (loss) on interest rate swap

 

 

1,303

 

 

(1,997

)

 

(1,478

)

 

 



 



 



 

Comprehensive Income

 

$

48,352

 

$

39,813

 

$

32,416

 

 

 



 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

51


GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

DECEMBER 31,

 

 

 


 

 

 

2009

 

2008

 

 

 


 


 

ASSETS:

 

 

 

 

 

 

 

Real Estate:

 

 

 

 

 

 

 

Land

 

$

252,083

 

$

221,540

 

Buildings and improvements

 

 

251,791

 

 

252,027

 

 

 



 



 

 

 

 

503,874

 

 

473,567

 

Less — accumulated depreciation and amortization

 

 

(136,669

)

 

(129,322

)

 

 



 



 

Real estate, net

 

 

367,205

 

 

344,245

 

Net investment in direct financing lease

 

 

19,156

 

 

 

Deferred rent receivable (net of allowance of $9,389 at December 31, 2009 and $10,029 at December 31, 2008)

 

 

27,481

 

 

26,718

 

Cash and cash equivalents

 

 

3,050

 

 

2,178

 

Recoveries from state underground storage tank funds, net

 

 

3,882

 

 

4,223

 

Mortgages and accounts receivable, net

 

 

2,402

 

 

1,533

 

Prepaid expenses and other assets

 

 

9,696

 

 

8,916

 

 

 



 



 

Total assets

 

$

432,872

 

$

387,813

 

 

 



 



 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

Borrowings under credit line

 

$

151,200

 

$

130,250

 

Term loan

 

 

24,370

 

 

 

Environmental remediation costs

 

 

16,527

 

 

17,660

 

Dividends payable

 

 

11,805

 

 

11,669

 

Accounts payable and accrued expenses

 

 

21,301

 

 

22,337

 

 

 



 



 

Total liabilities

 

 

225,203

 

 

181,916

 

 

 



 



 

Commitments and contingencies (notes 2, 3, 5 and 6)

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 24,766,376 at December 31, 2009 and 24,766,166 at December 31, 2008

 

 

248

 

 

248

 

Paid-in capital

 

 

259,459

 

 

259,069

 

Dividends paid in excess of earnings

 

 

(49,045

)

 

(49,124

)

Accumulated other comprehensive loss

 

 

(2,993

)

 

(4,296

)

 

 



 



 

Total shareholders’ equity

 

 

207,669

 

 

205,897

 

 

 



 



 

Total liabilities and shareholders’ equity

 

$

432,872

 

$

387,813

 

 

 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

52


GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31,

 

 

 


 

 

 

2009

 

2008

 

2007

 

 

 


 


 


 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

47,049

 

$

41,810

 

$

33,894

 

Adjustments to reconcile net earnings to net cash flow provided by operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

11,027

 

 

11,875

 

 

9,794

 

Impairment charges

 

 

1,135

 

 

 

 

 

Gain from dispositions of real estate

 

 

(5,467

)

 

(2,787

)

 

(6,179

)

Deferred rental revenue, net of allowance

 

 

(763

)

 

(1,803

)

 

(3,112

)

Allowance for deferred rent receivable

 

 

 

 

 

 

10,494

 

Amortization of above-market and below-market leases

 

 

(1,217

)

 

(790

)

 

(1,047

)

Amortization of investment in direct financing lease

 

 

(85

)

 

 

 

 

Accretion expense

 

 

884

 

 

956

 

 

974

 

Stock-based employee compensation expense

 

 

390

 

 

326

 

 

492

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Recoveries from state underground storage tank funds, net

 

 

724

 

 

827

 

 

(379

)

Mortgages and accounts receivable, net

 

 

(724

)

 

(5

)

 

44

 

Prepaid expenses and other assets

 

 

339

 

 

423

 

 

(130

)

Environmental remediation costs

 

 

(2,400

)

 

(2,217

)

 

(80

)

Accounts payable and accrued expenses

 

 

1,640

 

 

(1,031

)

 

(249

)

 

 



 



 



 

Net cash flow provided by operating activities

 

 

52,532

 

 

47,584

 

 

44,516

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Property acquisitions and capital expenditures

 

 

(55,317

)

 

(6,579

)

 

(90,636

)

Proceeds from dispositions of real estate

 

 

6,939

 

 

5,295

 

 

8,420

 

(Increase) decrease in cash held for property acquisitions

 

 

(1,623

)

 

2,397

 

 

(2,079

)

Collection (issuance) of mortgages receivable, net

 

 

(145

)

 

(55

)

 

267

 

 

 



 



 



 

Net cash flow provided by (used in) investing activities

 

 

(50,146

)

 

1,058

 

 

(84,028

)

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Borrowings (repayments) under credit agreement, net

 

 

20,950

 

 

(2,250

)

 

87,500

 

Borrowings under term loan agreement, net

 

 

24,370

 

 

 

 

 

Cash dividends paid

 

 

(46,834

)

 

(46,294

)

 

(45,650

)

Credit agreement origination costs

 

 

 

 

 

 

(863

)

Cash paid in settlement of restricted stock units

 

 

 

 

 

 

(405

)

Repayment of mortgages payable, net

 

 

 

 

 

 

(194

)

Proceeds from stock options exercised

 

 

 

 

9

 

 

 

 

 



 



 



 

Net cash flow provided by (used in) financing activities

 

 

(1,514

)

 

(48,535

)

 

40,388

 

 

 



 



 



 

Net increase in cash and cash equivalents

 

 

872

 

 

107

 

 

876

 

Cash and cash equivalents at beginning of period

 

 

2,178

 

 

2,071

 

 

1,195

 

 

 



 



 



 

Cash and cash equivalents at end of year

 

$

3,050

 

$

2,178

 

$

2,071

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

 

 

Cash paid (refunded) during the year for:

 

 

 

 

 

 

 

 

 

 

Interest

 

$

5,046

 

$

6,728

 

$

7,021

 

Income taxes, net

 

 

467

 

 

708

 

 

488

 

Recoveries from state underground storage tank funds

 

 

(1,411

)

 

(1,511

)

 

(1,644

)

Environmental remediation costs

 

 

6,154

 

 

6,542

 

 

6,314

 

The accompanying notes are an integral part of these consolidated financial statements.

53


GETTY REALTY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Presentation: The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries (the “Company”). The Company is a real estate investment trust (“REIT”) specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. The Company manages and evaluates its operations as a single segment. All significant intercompany accounts and transactions have been eliminated.

          The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In 2009, the Financial Accounting Standards Board (“FASB”) established the Accounting Standards Codification, as amended (the “ASC”), as the sole reference source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Company adopted the codification during the quarter ended September 30, 2009 which had no impact on the Company’s financial position, results of operations or cash flows.

          Use of Estimates, Judgments and Assumptions: The financial statements have been prepared in conformity with GAAP, which requires the Company’s management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. While all available information has been considered, actual results could differ from those estimates, judgments and assumptions. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, deferred rent receivable, net investment in direct financing lease, recoveries from state underground storage tank (“UST” or ‘USTs”) funds, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, accrued expenses, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed.

          Discontinued Operations: The operating results and gains from certain dispositions of real estate sold in 2009, 2008 and 2007 are reclassified as discontinued operations. The operating results for the years ended 2008 and 2007 of such properties sold in 2009 have also been reclassified to discontinued operations to conform to the 2009 presentation. Discontinued operations for the year ended December 31, 2009, 2008 and 2007 are primarily comprised of gains or losses from property dispositions. The revenue from rental properties and expenses related to these properties are insignificant for the each of the three years ended December 31, 2009, 2008 and 2007.

          Real Estate: Real estate assets are stated at cost less accumulated depreciation and amortization. Upon acquisition of real estate operating properties and leasehold interests, the Company estimates the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, above-market and below-market leases, in-place leases and tenant relationships) and assumed debt. Based on these estimates, the Company allocates the purchase price to the applicable assets and liabilities. When real estate assets are sold or retired, the cost and related accumulated depreciation and amortization is eliminated from the respective accounts and any gain or loss is credited or charged to income. Expenditures for maintenance and repairs are charged to income when incurred.

          Depreciation and amortization: Depreciation of real estate is computed on the straight-line method based upon the estimated useful lives of the assets, which generally range from sixteen to twenty-five years for buildings and improvements, or the term of the lease if shorter. Leasehold interests, capitalized above-market and below-market leases, in-place leases and tenant relationships are amortized over the remaining term of the underlying lease.

          Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: Assets are written down to fair value (determined on a nonrecurring basis using a discounted cash flow method and significant unobservable inputs) when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The Company reviews and adjusts as necessary its depreciation estimates and method when long-lived assets are tested for recoverability. Assets held for disposal are written down to fair value less disposition costs.

54


          Cash and Cash Equivalents: The Company considers highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

          Deferred Rent Receivable and Revenue Recognition: The Company earns rental income under operating leases and direct financing leases with tenants. Minimum lease rentals and lease termination payments from operating leases are recognized on a straight-line basis over the term of the leases. The cumulative difference between lease revenue recognized under this method and the contractual lease payment terms is recorded as deferred rent receivable on the consolidated balance sheet. The Company provides reserves for a portion of the recorded deferred rent receivable if circumstances indicate that a property may be disposed of before the end of the current lease term or if it is not reasonable to assume that the tenant will not make all of its contractual lease payments when due during the current term of the lease. The straight-line method requires that rental income related to those properties for which a reserve was provided is effectively recognized in subsequent periods when payment is due under the contractual payment terms. Lease termination fees are recognized as rental income when earned upon the termination of a tenant’s lease and relinquishment of space in which the Company has no further obligation to the tenant. The present value of the difference between the fair market rent and the contractual rent for in-place leases at the time properties are acquired is amortized into revenue from rental properties over the remaining lives of the in-place leases.

          Direct Financing Lease: Income under a direct financing lease is included in revenues from rental properties and is recognized over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. Net investment in direct financing lease represents the investment in leased assets accounted for as a direct financing lease. The investment in direct financing lease is increased for interest income earned and amortized over the life of the lease and reduced by the receipt of lease payments.

          Environmental Remediation Costs and Recoveries from State UST Funds, Net: The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred, including legal obligations associated with the retirement of tangible long-lived assets if the asset retirement obligation results from the normal operation of those assets and a reasonable estimate of fair value can be made. The environmental remediation liability is estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability. Recoveries of environmental costs from state UST remediation funds, with respect to both past and future environmental spending, are accrued at fair value as an offset to environmental expense, net of allowance for collection risk, based on estimated recovery rates developed from prior experience with the funds when such recoveries are considered probable. Environmental liabilities and related assets are currently measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. The Company will accrue for environmental liabilities that it believes are allocable to other potentially responsible parties if it becomes probable that the other parties will not pay their environmental obligations.

          Litigation: Legal fees related to litigation are expensed as legal services are performed. The Company provides for litigation reserves, including certain litigation related to environmental matters, when it is probable that a liability has been incurred and a reasonable estimate of the liability can be made. If the estimate of the liability can only be identified as a range, and no amount within the range is a better estimate than any other amount, the minimum of the range is accrued for the liability. The Company accrues its share of environmental liabilities based on its assumptions of the ultimate allocation method and share that will be used when determining its share of responsibility.

          Income Taxes: The Company and its subsidiaries file a consolidated federal income tax return. Effective January 1, 2001, the Company elected to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its shareholders equal at least the amount of its REIT taxable income as defined under the Internal Revenue Code. If the Company sells any property within ten years after its REIT election that is not exchanged for a like-kind property, it will be taxed on the built-in gain realized from such sale at the highest corporate rate. This ten-year built-in gain tax period will end on January 1, 2011.

          Interest Expense and Interest Rate Swap Agreement: In April 2006 the Company entered into an interest rate swap agreement with JPMorgan Chase Bank, N.A. as the counterparty, designated and qualifying as a cash flow hedge, to reduce its variable interest rate risk by effectively fixing a portion of the interest rate for existing debt and anticipated refinancing transactions. The Company has not entered into financial instruments for trading or speculative purposes. The fair value of the derivative is reflected on the consolidated balance sheet and will be reclassified as a component of interest expense over the remaining term of the interest rate swap agreement since the Company does not expect to settle the interest rate swap

55


prior to its maturity. The fair value of the interest rate swap obligation is based upon the estimated amounts the Company would receive or pay to terminate the contract and is determined using an interest rate market pricing model. Changes in the fair value of the agreement are included in the consolidated statements of comprehensive income and would be recorded in the consolidated statements of operations if the agreement was not an effective cash flow hedge for accounting purposes.

          Earnings per Common Share: Basic earnings per common share gives effect, utilizing the two-class method, to the potential dilution from the issuance of common shares in settlement of restricted stock units (“RSUs” or “RSU”) which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic earnings per common share is computed by dividing net earnings less dividend equivalents attributable to RSUs by the weighted-average number of common shares outstanding during the year. Diluted earnings per common share also gives effect to the potential dilution from the exercise of stock options utilizing the treasury stock method. (in thousands)

 

 

 

 

 

 

 

 

 

 

 


 

 

Year ended December 31,

 


 

 

2009

 

2008

 

2007

 


Earnings from continuing operations

 

$

41,424

 

$

38,767

 

$

27,842

 

Less dividend equivalents attributable to restricted stock units outstanding

 

 

(162

)

 

(117

)

 

(85

)

 

 



 



 



 

Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation

 

 

41,262

 

 

38,650

 

 

27,757

 

Discontinued operations

 

 

5,625

 

 

3,043

 

 

6,052

 

 

 



 



 



 

Net earnings attributable to common shareholders used for basic earnings per share calculation

 

$

46,887

 

$

41,693

 

$

33,809

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

 

24,766

 

 

24,766

 

 

24,765

 

Stock options

 

 

1

 

 

1

 

 

4

 

 

 



 



 



 

Diluted

 

 

24,767

 

 

24,767

 

 

24,769

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units outstanding at the end of the period

 

 

86

 

 

62

 

 

39

 

 

 



 



 



 

          Stock-Based Compensation: Compensation cost for the Company’s stock-based compensation plans using the fair value method was $390,000, $326,000 and $492,000 for the years ended 2009, 2008 and 2007, respectively, and is included in general and administrative expense. The impact of the accounting for stock-based compensation is, and is expected to be, immaterial to the Company’s financial position and results of operations.

          Recent Accounting Developments and Amendments to the Accounting Standards Codification: In September 2006, the FASB amended the accounting standards related to fair value measurements of assets and liabilities (the “Fair Value Measurements Amendment”). The Fair Value Measurements Amendment generally applies whenever other standards require assets or liabilities to be measured at fair value. The Fair Value Measurements Amendment was effective in fiscal years beginning after November 15, 2007. Subsequently, the FASB delayed the effective date of the Fair Value Measurements Amendment by one year for nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis to fiscal years beginning after November 15, 2008. The adoption of the Fair Value Measurements Amendment in January 2008 and the adoption of the provisions of the Fair Value Measurements Amendment for nonfinancial assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis in January 2009 did not have a material impact on the Company’s financial position and results of operations.

          In December 2007, the FASB amended the accounting standards related to business combinations (the “Business Combinations Amendment”) affecting how the acquirer shall recognize and measure in its financial statements at fair value the identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree and goodwill acquired in a business combination. The Business Combinations Amendment requires that acquisition costs, which could be material to the Company’s future financial results, will be expensed rather than included as part of the basis of the acquisition. The adoption of the Business Combinations Amendment by the Company in January 2009 did not result in a write-off of acquisition related transactions costs associated with transactions not yet consummated.

56


          The FASB amended the accounting standards related to determining earnings per share (the “Earnings Per Share Amendment”). Due to the adoption of the “Earnings Per Share Amendment” effective as of January 1, 2009 and retrospectively applied to the years ended 2008 and 2007, basic earnings per common share gives effect, utilizing the two-class method, to the potential dilution from the issuance of common shares in settlement of restricted stock units (“RSUs” or “RSU”) which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. The adoption of the “Earnings Per Share Amendment” did not have a material impact in the determination of earnings per common share for the years ended December 31, 2009, 2008 and 2007.

2. LEASES

          The Company leases or sublets its properties primarily to distributors and retailers engaged in the sale of gasoline and other motor fuel products, convenience store products and automotive repair services who are responsible for managing the operations conducted at these properties and for the payment of taxes, maintenance, repair, insurance and other operating expenses related to these properties. In those instances where the Company determines that the best use for a property is no longer as a retail motor fuel outlet, the Company will seek an alternative tenant or buyer for the property. The Company leases or subleases approximately twenty of its properties for uses such as fast food restaurants, automobile sales and other retail purposes. The Company’s properties are primarily located in the Northeast and Mid-Atlantic regions of the United States. The Company also owns or leases properties in Texas, North Carolina, Hawaii, California, Florida, Ohio, Arkansas, Illinois, and North Dakota.

          As of December 31, 2009, Getty Petroleum Marketing Inc. (“Marketing”) leased from the Company, eight hundred forty properties. Eight hundred thirty of the properties are leased to Marketing under a unitary master lease (the “Master Lease”) and ten properties are leased under supplemental leases (collectively with the Master Lease, the “Marketing Leases”). The Master Lease has an initial term of fifteen years commencing December 9, 2000, and generally provides Marketing with options for three renewal terms of ten years each and a final renewal option of three years and ten months extending to 2049 (or such shorter initial or renewal term as the underlying lease may provide). The Marketing Leases include provisions for 2% annual rent escalations. The Master Lease is a unitary lease and, therefore, Marketing’s exercise of any renewal option can only be on an “all or nothing” basis. The supplemental leases have initial terms of varying expiration dates. (See note 11 for additional information regarding the portion of the Company’s financial results that are attributable to Marketing. See note 3 for additional information regarding contingencies related to Marketing and the Marketing Leases).

          The Company estimates that Marketing makes annual real estate tax payments for properties leased under the Marketing Leases of approximately $13,000,000. Marketing also makes additional payments for other operating expenses related to these properties, including environmental remediation costs other than those liabilities that were retained by the Company. These costs, which have been assumed by Marketing under the terms of the Marketing Leases, are not reflected in the Company’s consolidated financial statements.

          Revenues from rental properties included in continuing operations for the years ended December 31, 2009, 2008 and 2007 were $84,539,000, $82,802,000 and $79,207,000, respectively, of which $59,956,000, $60,047,000 and $59,259,000, respectively, were received from Marketing under the Marketing Leases and $2,236,000, $2,113,000 and $1,580,000, respectively, were received from other tenants for reimbursement of real estate taxes. In accordance with GAAP, the Company recognizes rental revenue in amounts which vary from the amount of rent contractually due or received during the periods presented. As a result, revenues from rental properties include non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line (or an average) basis over the current lease term, net amortization of above-market and below-market leases and recognition of rental income recorded under a direct financing lease using the effective interest method which produces a constant periodic rate of return on the net investment in the leased property (the “Revenue Recognition Adjustments”). Revenues from rental properties included in continuing operations for the years ended December 31, 2009, 2008 and 2007 include Revenue Recognition Adjustments of $2,026,000, 2,537,000 and $3,605,000, respectively. In the year ended December 31, 2007, the Company provided a non-cash $10,494,000 reserve for a portion of the deferred rent receivable recorded as of December 31, 2007 related to the Marketing Leases, $10,206,000 of which is included in earnings from continuing operations and $288,000 of which is included in earnings from discontinued operations. (See footnote 3 for additional information related to the Marketing Leases and the reserve.)

57


          The components of the $19,156,000 net investment in direct financing lease as of December 31, 2009, are minimum lease payments receivable of $78,187,000 plus unguaranteed estimated residual value of $1,907,000 less unearned income of $60,938,000.

          Future contractual minimum annual rentals receivable from Marketing under the Marketing Leases and from other tenants, which have terms in excess of one year as of December 31, 2009, are as follows (in thousands)(See footnote 3 for additional information related to the Marketing Leases and the reserve):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LEASES

 

 

 

 

 

 

 


 

DIRECT
FINANCING
LEASE

 

 

 

YEAR ENDING
DECEMBER 31,

 

 

 

OTHER
TENANTS

 

 

 

 

 

 

 

MARKETING

 

 

SUBTOTAL

 

 

TOTAL (a)

 


 










 

2010

 

$

59,400

 

$

22,140

 

$

81,540

 

$

3,110

 

$

84,650

 

2011

 

 

59,377

 

 

22,462

 

 

81,839

 

 

3,188

 

 

85,027

 

2012

 

 

59,679

 

 

22,378

 

 

82,057

 

 

3,268

 

 

85,325

 

2013

 

 

59,770

 

 

21,924

 

 

81,694

 

 

3,349

 

 

85,043

 

2014

 

 

60,409

 

 

21,195

 

 

81,604

 

 

3,433

 

 

85,037

 

Thereafter

 

 

57,082

 

 

163,211

 

 

220,293

 

 

61,839

 

 

282,132

 


 

 

 

 

(a)

Includes $64,196,000 of future minimum annual rentals receivable under subleases.

          Rent expense, substantially all of which consists of minimum rentals on non-cancelable operating leases, amounted to $7,323,000, $8,100,000 and $8,337,000 for the years ended December 31, 2009, 2008 and 2007, respectively, and is included in rental property expenses using the straight-line method. Rent received under subleases for the years ended December 31, 2009, 2008 and 2007 was $12,760,000, $13,986,000 and $14,145,000, respectively.

          The Company has obligations to lessors under non-cancelable operating leases which have terms (excluding renewal term options) in excess of one year, principally for gasoline stations and convenience stores. The leased properties have a remaining lease term averaging over eleven years, including renewal options. Future minimum annual rentals payable under such leases, excluding renewal options, are as follows: 2010 — $6,673,000, 2011 — $5,487,000, 2012 — $3,986,000, 2013 — $2,810,000, 2014 — $1,868,000 and $2,958,000 thereafter.

3. COMMITMENTS AND CONTINGENCIES

          In order to minimize the Company’s exposure to credit risk associated with financial instruments, the Company places its temporary cash investments, if any, with high credit quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A.

          As of December 31, 2009, the Company leased eight hundred forty properties, or 78% of its one thousand seventy-one properties, on a long-term triple-net basis to Marketing, a wholly-owned subsidiary of OAO LUKoil (“Lukoil”), one of the largest integrated Russian oil companies (see note 2 for additional information).

          The Company’s financial results are materially dependent upon the ability of Marketing to meet its rental and environmental obligations under the Marketing Leases. Marketing’s financial results depend on retail petroleum marketing margins from the sale of refined petroleum products and rental income from its subtenants. Marketing’s subtenants either operate their gas stations, convenience stores, automotive repair services or other businesses at the Company’s properties or are petroleum distributors who may operate the Company’s properties directly and/or sublet the Company’s properties to the operators. Since a substantial portion of the Company’s revenues (71% for the year December 31, 2009), are derived from the Marketing Leases, any factor that adversely affects Marketing’s ability to meet its obligations under the Marketing Leases may have a material adverse effect on the Company’s business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price. (See note 11 for additional information regarding the portion of the Company’s financial results that are attributable to Marketing.) Marketing’s financial results depend largely on retail petroleum marketing margins from the sale of refined petroleum products at margins in excess of its fixed and variable expenses, performance of the petroleum marketing industry and rental income from its sub-tenants who operate their respective convenience stores, automotive repair services or other businesses at the Company’s properties. The petroleum marketing industry has been and continues to be volatile and highly competitive. Marketing has made all required monthly

58


rental payments under the Marketing Leases when due through March 2010, although there can be no assurance that it will continue to do so.

          For the year ended December 31, 2008, Marketing reported a significant loss, continuing a trend of reporting large losses in recent years. The Company has not received Marketing’s operating results for the year ended December 31, 2009. As a result of Marketing’s significant losses for each of the three years ended December 31, 2008, 2007 and 2006 and the cumulative impact of those losses on Marketing’s financial position as of December 31, 2008, the Company previously concluded that Marketing likely does not have the ability to generate cash flows from its business sufficient to meet its obligations as they come due in the ordinary course through the term of the Marketing Leases unless Marketing shows significant improvement in its financial results, generates sufficient liquidity through the sale of assets or otherwise, or receives financial support from Lukoil, its parent company.

          In the fourth quarter of 2009, Marketing announced a restructuring of its business. Marketing disclosed that the restructuring included the sale of all assets unrelated to the properties it leases from the Company, the elimination of parent-guaranteed debt, and steps to reduce operating costs. Marketing sold all assets unrelated to the properties it leases from the Company to its affiliates, LUKOIL Pan Americas L.L.C. and LUKOIL North America LLC. Marketing paid off debt which had been guaranteed by Lukoil with proceeds from the sale of assets to Lukoil affiliates and with financial support from Lukoil. Marketing also announced additional steps to reduce its costs including closing two marketing regions, eliminating jobs and exiting the direct-supplied retail gasoline business. Marketing’s announcement also indicated that LUKOIL North America LLC is the vehicle through which Lukoil expects to concentrate its future growth in the United States.

          The Company believes that Marketing is exiting the direct-supplied retail gasoline business by entering into subleases with petroleum distributors who supply their own petroleum products to the Company’s properties. Approximately two hundred fifty retail properties, comprising substantially all of the properties in New England that the Company leases to Marketing, have been subleased by Marketing to a single distributor. These properties are in the process of being rebranded BP stations and are being supplied petroleum products under a supply contract with BP. In addition, the Company believes that Marketing recently entered into a sublease with a single distributor in New Jersey covering approximately eighty-five of our properties. The Company believes that Marketing is seeking subtenants for other significant portions of the portfolio of properties it leases from it.

          In connection with its restructuring, Marketing eliminated debt which had been guaranteed by Lukoil with proceeds from the sale of assets to Lukoil affiliates and with financial support from Lukoil, which the Company believes increased Marketing’s liquidity and improved its balance sheet. However, the Company cannot predict whether the restructuring announced by Marketing will stem Marketing’s recent history of significant annual operating losses, and whether Marketing will continue to be dependent on financial support from Lukoil to meet its obligations as they become due and through the terms of the Marketing Leases. The Company continues to believe that to the extent Marketing requires continued financial support from Lukoil, that it is probable that Lukoil will continue to provide such financial support. Lukoil is not, however, a guarantor of the Marketing Leases. Even though Marketing is a wholly-owned subsidiary of Lukoil, and Lukoil has provided capital to Marketing in the past, there can be no assurance that Lukoil will provide financial support or additional capital to Marketing in the future. It is reasonably possible that the Company’s belief regarding the likelihood of Lukoil providing continuing financial support to Marketing will prove to be incorrect or will change as circumstances change.

          From time to time the Company has held discussions with representatives of Marketing regarding potential modifications to the Marketing Leases. These efforts have been unsuccessful to date as the Company has not yet reached a common understanding with Marketing that would form a basis for modification of the Marketing Leases. From time to time, however, the Company has been able to agree with Marketing on terms to allow for removal of individual properties from the Marketing Leases as mutually beneficial opportunities arise. The Company intends to continue to pursue the removal of individual properties from the Marketing Leases, and it remains open to removal of groups of properties; however, there is no fixed agreement in place providing for removal of properties from the Marketing Leases. Accordingly, the removal of properties from the Marketing Leases is subject to negotiation on a case-by-case basis. If Marketing ultimately determines that its business strategy is to exit all or a portion of the properties it leases from the Company, it is the Company’s intention to cooperate with Marketing in accomplishing those objectives if the Company determines that it is prudent for it to do so. Any modification of the Marketing Leases that removes a significant number of properties from the Marketing Leases would likely significantly reduce the amount of rent the Company receives from Marketing and increase the Company’s operating expenses. The Company cannot accurately predict if, or when, the Marketing Leases will be modified; what composition of properties, if any, may be removed from the Marketing Leases as part of any such modification; or what the terms of any

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agreement for modification of the Marketing Leases may be. The Company also cannot accurately predict what actions Marketing and Lukoil may take, and what the Company’s recourse may be, whether the Marketing Leases are modified or not.

          The Company intends either to re-let or sell any properties that are removed from the Marketing Leases, whether such removal arises consensually by negotiation or as a result of default by Marketing, and reinvest any realized sales proceeds in new properties. The Company intends to offer properties removed from the Marketing Leases to replacement tenants or buyers individually, or in groups of properties, or by seeking a single tenant for the entire portfolio of properties subject to the Marketing Leases. Although the Company is the fee or leasehold owner of the properties subject to the Marketing Leases and the owner of the Getty® brand and has prior experience with tenants who operate their convenience stores, automotive repair services or other businesses at its properties; in the event that properties are removed from the Marketing Leases, the Company cannot accurately predict if, when, or on what terms, such properties could be re-let or sold.

          As permitted under the terms of the Marketing Leases, Marketing generally can, subject to any contrary terms under applicable third party leases, use each property for any lawful purpose, or for no purpose whatsoever. The Company believes that as of December 31, 2009, Marketing had removed, or has scheduled removal of, underground gasoline storage tanks and related equipment at approximately one hundred fifty, or 18%, of the Company’s properties and the Company also believes that most of these properties are either vacant or provide negative or marginal contribution to Marketing’s results. Marketing recently agreed to permit the Company to list with brokers and to show to prospective purchasers and lessees seventy-five of the properties where Marketing has removed, or has scheduled to remove, underground gasoline storage tanks and related equipment, and the Company is marketing such properties for sale or leasing. As previously discussed, however, there is no agreement between the Company and Marketing on terms for removal of properties from the Marketing Leases. In those instances where the Company determines that the best use for a property is no longer as a retail motor fuel outlet, the Company will seek an alternative tenant or buyer for such property. With respect to properties that are vacant or have had underground gasoline storage tanks and related equipment removed, it may be more difficult or costly to re-let or sell such properties as gas stations because of capital costs or possible zoning or permitting rights that are required and that may have lapsed during the period since gasoline was last sold at the property. Conversely, it may be easier to re-let or sell properties where underground gasoline storage tanks and related equipment have been removed if the property will not be used as a retail motor fuel outlet or if environmental contamination has been remediated.

          Based on the Company’s prior decision to attempt to negotiate with Marketing for a modification of the Marketing Leases to remove approximately 40% of the properties from the Marketing Leases, the Company concluded that it cannot reasonably assume that it will collect all of the rent due to the Company related to those properties for the remainder of the current term of each lease comprising the Marketing Leases. Accordingly, the Company recorded a $10,494,000 non-cash deferred rent receivable reserve as of December 31, 2007 based on the deferred rent receivable recorded related to the those properties because the Company then believed those properties were most likely to be removed from the Marketing Leases as a result of a modification of the Marketing Leases. Providing this non-cash deferred rent receivable reserve reduced the Company’s net earnings but did not impact the Company’s cash flow from operating activities for 2007. The deferred rent receivable and the related $10,494,000 deferred rent receivable reserve have declined since December 31, 2007 as a result of regular monthly lease payments being made by Marketing and the removal of individual properties from the Marketing Leases.

          The Company continues to believe that it is likely that the Marketing Leases will be modified and therefore it cannot reasonably assume that it will collect all of the rent due to the Company for the entire portfolio of properties it leases to Marketing for the remainder of the current term of each lease comprising the Marketing Leases. However, as a result of Marketing’s restructuring announced in the fourth quarter of 2009 and the potential effect on the Company’s properties caused by changes in Marketing’s business model, the Company reevaluated the entire portfolio of properties it leases to Marketing, and reconstituted the list of properties that the Company used to estimate the deferred rent receivable reserve as of December 31, 2009. The Company reviewed the properties that had previously been designated to the Company by Marketing for removal and which were the subject of its prior decision to attempt to negotiate with Marketing for a modification of the Marketing Leases and from that group of properties, the Company excluded properties that it no longer considered to be the most likely to be removed from the Marketing Leases, such as those which are subject to significant subleases between Marketing and various distributors (as described above) and third party leased properties. Then, to the group of properties remaining, the Company added properties previously designated by Marketing for removal from time to time and properties that the Company believe are currently negative or marginal contributors to Marketing’s results, such as those that are vacant or have had tanks removed. Based on its reevaluation of the entire portfolio of properties we lease to Marketing, the Company identified three hundred fifty properties

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as being the most likely to be removed from the Marketing Leases. The Company’s estimate of the deferred rent receivable reserve as of December 31, 2009 of $9.4 million is based on the deferred rent receivable attributable to these three hundred fifty properties. The Company has not provided a deferred rent receivable reserve related to the remaining properties subject to the Marketing Leases since, based on its assessments and assumptions, the Company continues to believe that it is probable that it will collect the deferred rent receivable related to those remaining properties and that Lukoil will not allow Marketing to fail to perform its rental, environmental and other obligations under the Marketing Leases.

          The Company has performed an impairment analysis of the carrying amount of the properties subject to the Marketing Leases from time to time in accordance with GAAP when indicators of impairment exist. During the year ended December 31, 2008, the Company reduced the estimated useful lives of certain long-lived assets for properties subject to the Marketing Leases resulting in accelerating the depreciation expense recorded for those assets. The impact to depreciation expense due to adjusting the estimated lives for certain long-lived assets beginning with the year ended December 31, 2008 was not material. During the year ended December 31, 2009, the Company reduced the carrying amount to fair value, and recorded impairment charges aggregating $1,135,000, for certain properties leased to Marketing where the carrying amount of the property exceeded the estimated undiscounted cash flows expected to be received during the assumed holding period and the estimated net sales value expected to be received at disposition. The impairment charges were attributable to general reductions in real estate valuations and, in certain cases, by the removal or scheduled removal of underground storage tanks by Marketing. The fair value of real estate is estimated based on the price that would be received to sell the property in an orderly transaction between marketplace participants at the measurement date, net of disposal costs. The valuation techniques that the Company used included discounted cash flow analysis, an income capitalization approach on prevailing or earnings multiples applied to earnings from the property, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring the fair value of a property, all of which are based on assumptions that are classified within Level 3 of the fair value hierarchy.

          Marketing is directly responsible to pay for (i) remediation of environmental contamination it causes and compliance with various environmental laws and regulations as the operator of the Company’s properties, and (ii) known and unknown environmental liabilities allocated to Marketing under the terms of the Marketing Leases and various other agreements with the Company relating to Marketing’s business and the properties it leases from the Company (collectively the “Marketing Environmental Liabilities”). However, the Company continues to have ongoing environmental remediation obligations at one hundred eighty-seven retail sites and for certain pre-existing conditions at six of the terminals the Company leases to Marketing. If Marketing fails to pay the Marketing Environmental Liabilities, the Company may ultimately be responsible to pay directly for Marketing Environmental Liabilities as the property owner. The Company does not maintain pollution legal liability insurance to protect it from potential future claims for Marketing Environmental Liabilities. The Company will be required to accrue for Marketing Environmental Liabilities if the Company determines that it is probable that Marketing will not meet its obligations and the Company can reasonably estimate the amount of the Marketing Environmental Liabilities for which it will be directly responsible to pay, or if the Company’s assumptions regarding the ultimate allocation methods or share of responsibility that it used to allocate environmental liabilities changes. However, the Company continues to believe that it is not probable that Marketing will not pay for substantially all of the Marketing Environmental Liabilities since the Company believes that Lukoil will not allow Marketing to fail to perform its rental, environmental and other obligations under the Marketing Leases. Accordingly, the Company did not accrue for the Marketing Environmental Liabilities as of December 31, 2009 or 2008. Nonetheless, the Company has determined that the aggregate amount of the Marketing Environmental Liabilities (as estimated by the Company) could be material to the Company if it was required to accrue for all of the Marketing Environmental Liabilities in the future since the Company believes that it is reasonably possible that as a result of such accrual, the Company may not be in compliance with the existing financial covenants in its Credit Agreement and its Term Loan Agreement. Such non-compliance could result in an event of default pursuant to each agreement which, if not cured or waived, could result in the acceleration of the Company’s indebtedness under the Credit Agreement and the Term Loan Agreement.

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          Should the Company’s assessments, assumptions and beliefs prove to be incorrect, including, in particular, the Company’s belief that Lukoil will continue to provide financial support to Marketing, or if circumstances change, the conclusions reached by the Company may change relating to (i) whether any or what combination of the properties subject to the Marketing Leases are likely to be removed from the Marketing Leases, (ii) recoverability of the deferred rent receivable for some or all of the properties subject to the Marketing Leases, (iii) potential impairment of the properties subject to the Marketing Leases and, (iv) Marketing’s ability to pay the Marketing Environmental Liabilities. The Company intends to regularly review its assumptions that affect the accounting for deferred rent receivable; long-lived assets; environmental litigation accruals; environmental remediation liabilities; and related recoveries from state underground storage tank funds. Accordingly, the Company may be required to (i) reserve additional amounts of the deferred rent receivable related to the properties subject to the Marketing Leases, (ii) record an additional impairment charge related to the properties subject to the Marketing Leases, or (iii) accrue for Marketing Environmental Liabilities that the Company believes are allocable to Marketing under the Marketing Leases and various other agreements as a result of the potential or actual modification of the Marketing Leases or other factors, which may result in material adjustments to the amounts recorded for these assets and liabilities, and as a result of which, the Company may not be in compliance with the financial covenants in its Credit Agreement and its Term Loan Agreement.

          Although Marketing has made all required monthly rental payments under the Marketing Leases when due through March 2010, the Company cannot provide any assurance that Marketing will continue to meet its rental, environmental or other obligations under the Marketing Leases. In the event that Marketing does not perform its rental, environmental or other obligations under the Marketing Leases; if the Marketing Leases are modified significantly or terminated; if the Company determines that it is probable that Marketing will not meet its rental, environmental or other obligations and the Company accrues for certain of such liabilities; if the Company is unable to promptly re-let or sell the properties upon recapture from the Marketing Leases; or, if the Company changes its assumptions that affect the accounting for rental revenue or Marketing Environmental Liabilities related to the Marketing Leases and various other agreements; the Company’s business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends or stock price may be materially adversely affected.

          The Company has also agreed to provide limited environmental indemnification to Marketing, capped at $4,250,000, for certain pre-existing conditions at six of the terminals which are owned by the Company and leased to Marketing. Under the agreement, Marketing is required to pay (and has paid) the first $1,500,000 of costs and expenses incurred in connection with remediating any such pre-existing conditions, Marketing and the Company share equally the next $8,500,000 of those costs and expenses and Marketing is obligated to pay all additional costs and expenses over $10,000,000. The Company has accrued $300,000 as of December 31, 2009 and 2008 in connection with this indemnification agreement.

          The Company is subject to various legal proceedings and claims which arise in the ordinary course of its business. In addition, the Company has retained responsibility for certain legal proceedings and claims relating to the petroleum marketing business that were identified at the time of the Spin-Off. As of December 31, 2009 and December 31, 2008, the Company had accrued $3,790,000 and $1,671,000, respectively, for certain of these matters which it believes were appropriate based on information then currently available. The Company has not accrued for approximately $950,000 in costs allegedly incurred by the current property owner in connection with removal of USTs and soil remediation at a property that had been leased to and operated by Marketing. The Company believes Marketing is responsible for such costs under the terms of the Master Lease and tendered the matter for defense and indemnification from Marketing, but Marketing denied its liability for the claim and its responsibility to defend against and indemnify the Company for the claim. The Company filed a third party claim against Marketing for indemnification in this matter. The property owner’s claim for reimbursement of costs incurred and our claim for indemnification by Marketing were actively litigated, leading to a trial held before a judge. The trial court issued its decision in August 2009 under which the Company and Marketing were held jointly and severally responsible to the current property owner for the costs incurred by the owner to remove USTs and remediate contamination at the site, but, as between the Company and Marketing, Marketing was accountable for such costs under the indemnification provisions of the Master Lease. The order on the trial court’s decision was entered in February 2010, making such decision final for purposes of initiating the limited period of time following which appeal may be taken. The Company believes that Marketing will appeal the decision; however, the Company believes the probability that Marketing will not be ultimately responsible for the claim for clean-up costs incurred by the current property owner is remote. It is possible that the Company’s assumptions regarding, among other items, the ultimate resolution of and/or the Company’s ultimate share of

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responsibility for these matters may change, which may result in the Company providing or adjusting its accruals for these matters.

          In September 2003, the Company received a directive (the “Directive”) from the State of New Jersey Department of Environmental Protection (the “NJDEP”) notifying the Company that it is one of approximately sixty-six potentially responsible parties for natural resource damages resulting from discharges of hazardous substances into the Lower Passaic River. The Directive calls for an assessment of the natural resources that have been injured by the discharges into the Lower Passaic River and interim compensatory restoration for the injured natural resources. There has been no material activity with respect to the NJDEP Directive since early after its issuance. The responsibility for the alleged damages, the aggregate cost to remediate the Lower Passaic River, the amount of natural resource damages and the method of allocating such amounts among the potentially responsible parties have not been determined. The Company is a member of a Cooperating Parties Group which has agreed to take over from the United States Environmental Protection Agency (“EPA”) performance of a remedial investigation and feasibility study intended to evaluate alternative remedial actions with respect to alleged damages to the Lower Passaic River. The remedial investigation and feasibility study does not resolve liability issues for remedial work or restoration of, or compensation for, natural resource damages to the Lower Passaic River, which are not known at this time.

          In a related action, in December 2005, the State of New Jersey brought suit against certain companies which the State alleges are responsible for pollution of the Passaic River. In February 2009, certain of these defendants filed third-party complaints against approximately three hundred additional parties, including the Company, seeking contribution for a pro-rata share of response costs, cleanup, and other damages. A Special Master has been appointed by the court to try and design an alternative dispute resolution process for achieving a global resolution of this litigation. The Company believes that ChevronTexaco is contractually obligated to indemnify the Company, pursuant to an indemnification agreement, for most if not all of the conditions at the property identified by the NJDEP and the EPA. Accordingly, the ultimate legal and financial liability of the Company, if any, cannot be estimated with any certainty at this time.

          As of December 31, 2009, the Company is defending against fifty-three lawsuits brought by or on behalf of private and public water providers and governmental agencies in Connecticut, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Vermont, Virginia, and West Virginia. These cases allege various theories of liability due to contamination of groundwater with methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) as the basis for claims seeking compensatory and punitive damages, and name as defendant approximately fifty petroleum refiners, manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE. Pursuant to consolidation procedures under federal law, most of the MTBE cases originally filed were transferred to the United States District Court for the Southern District of New York for coordinated Multi-District Litigation proceedings. The Company is presently named as a defendant in thirty-nine out of more than one hundred cases that have been consolidated in this Multi-District Litigation, and the Company is also named as a defendant in fourteen related MTBE cases pending in the Supreme Court of New York, Nassau County. A majority of the primary defendants entered into global settlement agreements which settled one hundred two individual cases brought by the same law firm on behalf of various plaintiffs. The Company remains a defendant in twenty-seven of these one hundred two cases. The Company is also a defendant in twenty-five other individual MTBE cases brought by another firm, and it is also a defendant in a final MTBE case in the consolidated Multi-District Litigation brought by the State of New Jersey.

          In 2009, the Company provided litigation reserves of $2,300,000 relating to a majority of the MTBE cases pending against it. However, the Company is still unable to estimate its liability for a minority of the cases pending against it. Further, notwithstanding that the Company has provided a litigation reserve as to certain of the MTBE cases, there remains uncertainty as to the accuracy of the allegations in these cases as they relate to it, the Company’s defenses to the claims, its rights to indemnification or contribution from Marketing, and the aggregate possible amount of damages for which the Company may be held liable.

          The ultimate resolution of the matters related to the Lower Passaic River and the MTBE multi-district litigation discussed above could cause a material adverse effect on the Company’s business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

          Prior to the Spin-Off, the Company was self-insured for workers’ compensation, general liability and vehicle liability up to predetermined amounts above which third-party insurance applies. As of December 31, 2009 and December 31, 2008, the Company’s consolidated balance sheets included, in accounts payable and accrued expenses, $292,000 and $290,000,

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respectively, relating to self-insurance obligations. The Company estimates its loss reserves for claims, including claims incurred but not reported, by utilizing actuarial valuations provided annually by its insurance carriers. The Company is required to deposit funds for substantially all of these loss reserves with its insurance carriers, and may be entitled to refunds of amounts previously funded, as the claims are evaluated on an annual basis. The Company’s consolidated statements of operations for the years ended December 31, 2009, 2008 and 2007 include, in general and administrative expenses, a charge of $25,000, a credit of $72,000 and a charge of $81,000, respectively, for self-insurance loss reserve adjustments. Since the Spin-Off, the Company has maintained insurance coverage subject to certain deductibles.

          In order to qualify as a REIT, among other items, the Company must distribute at least ninety percent of its “earnings and profits” (as defined in the Internal Revenue Code) to shareholders each year. Should the Internal Revenue Service successfully assert that the Company’s earnings and profits were greater than the amounts distributed, the Company may fail to qualify as a REIT; however, the Company may avoid losing its REIT status by paying a deficiency dividend to eliminate any remaining earnings and profits. The Company may have to borrow money or sell assets to pay such a deficiency dividend.

4. CREDIT AGREEMENT, TERM LOAN AGREEMENT AND INTEREST RATE SWAP AGREEMENT

          As of December 31, 2009, borrowings under the Credit Agreement, described below, were $151,200,000, bearing interest at a weighted-average effective rate of 3.0% per annum. The weighted-average effective rate is based on $106,200,000 of LIBOR rate borrowings floating at market rates plus a margin of 1.25% and $45,000,000 of LIBOR rate borrowings effectively fixed at 5.44% by an interest rate Swap Agreement, described below, plus a margin of 1.25%. The Company is a party to a $175,000,000 amended and restated senior unsecured revolving credit agreement (the “Credit Agreement”) with a group of domestic commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”) which expires in March 2011. The Company had $23,800,000 available under the terms of the Credit Agreement as of December 31, 2009. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.0% or 0.25% or a LIBOR rate plus a margin of 1.0%, 1.25% or 1.5%. The applicable margin is based on the Company’s leverage ratio at the end of the prior calendar quarter, as defined in the Credit Agreement, and is adjusted effective mid-quarter when the Company’s quarterly financial results are reported to the Bank Syndicate. Based on the Company’s leverage ratio as of December 31, 2009, the applicable margin will remain at 0.0% for base rate borrowings and 1.25% for LIBOR rate borrowings.

          Subject to the terms of the Credit Agreement and continued compliance with the covenants therein, the Company has the option to extend the term of the credit agreement for one additional year to March 2012 and/or, subject to approval by the Bank Syndicate, increase the amount of the credit facility available pursuant to the Credit Agreement by $125,000,000 to $300,000,000. The Company does not expect to exercise its option to increase the amount of the Credit Agreement at this time. In addition, based on the current lack of liquidity in the credit markets, the Company believes that it would need to renegotiate certain terms in the Credit Agreement in order to obtain approval from the Bank Syndicate to increase the amount of the credit facility at this time. No assurance can be given that such approval from the Bank Syndicate will be obtained on terms acceptable to the Company, if at all. The annual commitment fee on the unused Credit Agreement ranges from 0.10% to 0.20% based on the amount of borrowings. The Credit Agreement contains customary terms and conditions, including financial covenants such as those requiring the Company to maintain minimum tangible net worth, leverage ratios and coverage ratios and other covenants which may limit the Company’s ability to incur debt or pay dividends. The Credit Agreement contains customary events of default, including change of control, failure to maintain REIT status or a material adverse effect on the Company’s business, assets, prospects or condition. Any event of default, if not cured or waived, could result in the acceleration of the Company’s indebtedness under the Credit Agreement and could also give rise to an event of default and consequent acceleration of the Company’s indebtedness under its Term Loan Agreement described below.

          On September 25, 2009, the Company entered into a $25,000,000 three-year Term Loan Agreement with TD Bank (the “Term Loan Agreement”) which expires in September 2012. As of December 31, 2009, borrowings under the Term Loan Agreement were $24,370,000 bearing interest at a rate of 3.5% per annum. The Term Loan Agreement provides for annual reductions of $780,000 in the principal balance with a $22,160,000 balloon payment due at maturity. The Term Loan Agreement bears interest at a rate equal to a thirty day Libor rate (subject to a floor of 0.4%) plus a margin of 3.1%. The Term Loan Agreement contains customary terms and conditions, including financial covenants such as those requiring the Company to maintain minimum tangible net worth, leverage ratios and coverage ratios and other covenants which may limit the Company’s ability to incur debt or pay dividends. The Term Loan Agreement contains customary events of default,

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including change of control, failure to maintain REIT status or a material adverse effect on the Company’s business, assets, prospects or condition. Any event of default, if not cured or waived, could result in the acceleration of the Company’s indebtedness under the Term Loan Agreement and could also give rise to an event of default and consequent acceleration of the Company’s indebtedness under its Credit Agreement.

          The aggregate maturities of the Company’s outstanding debt is as follows: 2010 — $780,000, 2011 — $151,980,000, and 2012 — $22,810,000.

          The Company is a party to a $45,000,000 LIBOR based interest rate swap, effective through June 30, 2011 (the “Swap Agreement”). The Swap Agreement is intended to effectively fix, at 5.44%, the LIBOR component of the interest rate determined under the Credit Agreement. As a result of the Swap Agreement, as of December 31, 2009, $45,000,000 of the Company’s LIBOR based borrowings under the Credit Agreement bear interest at an effective rate of 6.69%.

          The Company entered into the Swap Agreement with JPMorgan Chase Bank, N.A., designated and qualifying as a cash flow hedge, to reduce its exposure to the variability in future cash flows attributable to changes in the LIBOR rate. The Company’s primary objective when undertaking the hedging transaction and derivative position was to reduce its variable interest rate risk by effectively fixing a portion of the interest rate for existing debt and anticipated refinancing transactions. The Company determined, as of the Swap Agreement’s inception and as of December 31 of each year thereafter, that the derivative used in the hedging transaction is highly effective in offsetting changes in cash flows associated with the hedged item and that no gain or loss was required to be recognized in earnings during 2009, 2008 or 2007 representing the hedge’s ineffectiveness. At December 31, 2009 and 2008, the Company’s consolidated balance sheets include, in accounts payable and accrued expenses, an obligation for the fair value of the Swap Agreement of $2,993,000 and $4,296,000, respectively. For the year ended December 31, 2009, 2008 and 2007, the Company has recorded, in accumulated other comprehensive loss in the Company’s consolidated balance sheets, a gain of $1,303,000, a loss of $1,997,000, and a loss of $1,478,000, respectively, from the change in the fair value of the Swap Agreement related to the effective portion of the interest rate contract. The accumulated comprehensive loss of $2,993,000 recorded as of December 31, 2009 will be recognized as an increase in interest expense as quarterly payments are made to the counter-party over the remaining term of the Swap Agreement since it is expected that the Credit Agreement will be refinanced with variable interest rate debt at its maturity.

          The fair value of the Swap Agreement was $2,993,000 as of December 31, 2009, determined using (i) a discounted cash flow analysis on the expected cash flows of the Swap Agreement, which is based on market data obtained from sources independent of the Company consisting of interest rates and yield curves that are observable at commonly quoted intervals and are defined by GAAP as “Level 2” inputs in the “Fair Value Hierarchy”, and (ii) credit valuation adjustments, which are based on unobservable “Level 3” inputs. The fair value of the borrowings outstanding under the Credit Agreement was $144,700,000 as of December 31, 2009. The fair value of the borrowings outstanding under the Term Loan Agreement was $24,400,000 as of December 31, 2009. The fair value of the projected average borrowings outstanding under the Credit Agreement and the borrowings outstanding under the Term Loan Agreement were determined using a discounted cash flow technique that incorporates a market interest yield curve, “Level 2 inputs”, with adjustments for duration, optionality, risk profile and projected average borrowings outstanding or borrowings outstanding, which are based on unobservable “Level 3 inputs”. As of December 31, 2009, accordingly, the Company classified its valuation of the Swap Agreement in its entirety within Level 2 of the Fair Value Hierarchy since the credit valuation adjustments are not significant to the overall valuation of the Swap Agreement.

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5. ENVIRONMENTAL EXPENSES

          The Company is subject to numerous existing federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Environmental expenses are principally attributable to remediation costs which include installing, operating, maintaining and decommissioning remediation systems, monitoring contamination, and governmental agency reporting incurred in connection with contaminated properties. The Company seeks reimbursement from state UST remediation funds related to these environmental expenses where available.

          The Company enters into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. In accordance with the leases with certain tenants, the Company has agreed to bring the leased properties with known environmental contamination to within applicable standards, and to either regulatory or contractual closure (“Closure”). Generally, upon achieving Closure at each individual property, the Company’s environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of the Company’s tenant. Generally the liability for the retirement and decommissioning or removal of USTs and other equipment is the responsibility of the Company’s tenants. The Company is contingently liable for these obligations in the event that the tenants do not satisfy their responsibilities. A liability has not been accrued for obligations that are the responsibility of the Company’s tenants based on the tenants’ history of paying such obligations and/or the Company’s assessment of their financial ability to pay their share of such costs. However, there can be no assurance that the Company’s assessments are correct or that the Company’s tenants who have paid their obligations in the past will continue to do so.

          Of the eight hundred forty properties leased to Marketing as of December 31, 2009, the Company has agreed to pay all costs relating to, and to indemnify Marketing for, certain environmental liabilities and obligations at one hundred eighty-seven retail properties that have not achieved Closure and are scheduled in the Master Lease. The Company will continue to seek reimbursement from state UST remediation funds related to these environmental expenditures where available.

          It is possible that the Company’s assumptions regarding the ultimate allocation method and share of responsibility that it used to allocate environmental liabilities may change, which may result in material adjustments to the amounts recorded for environmental litigation accruals, environmental remediation liabilities and related assets. The Company is required to accrue for environmental liabilities that the Company believes are allocable to others under various other agreements if the Company determines that it is probable that the counter-party will not meet its environmental obligations. The ultimate resolution of these matters could cause a material adverse effect on the Company’s business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. (See note 3 for contingencies related to Marketing and the Marketing Leases for additional information.)

          The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. The environmental remediation liability is estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability. Recoveries of environmental costs from state UST remediation funds, with respect to both past and future environmental spending, are accrued at fair value as an offset to environmental expense, net of allowance for collection risk, based on estimated recovery rates developed from prior experience with the funds when such recoveries are considered probable.

          Environmental exposures are difficult to assess and estimate for numerous reasons, including the extent of contamination, alternative treatment methods that may be applied, location of the property which subjects it to differing local laws and regulations and their interpretations, as well as the time it takes to remediate contamination. In developing the Company’s liability for probable and reasonably estimable environmental remediation costs on a property by property basis, the Company considers among other things, enacted laws and regulations, assessments of contamination and surrounding geology, quality of information available, currently available technologies for treatment, alternative methods of remediation and prior experience. Environmental accruals are based on estimates which are subject to significant change, and are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable. As of December 31, 2009, the Company had regulatory approval for remediation action plans in place for two hundred forty-five (95%) of the two hundred fifty-eight properties for which it continues to retain

66


environmental responsibility and the remaining thirteen properties (5%) remain in the assessment phase. In addition, the Company has nominal post-closure compliance obligations at twenty-two properties where it has received “no further action” letters.

          Environmental remediation liabilities and related assets are measured at fair value based on their expected future cash flows which have been adjusted for inflation and discounted to present value. The estimated environmental remediation cost and accretion expense included in environmental expenses in the Company’s consolidated statements of operations aggregated $3,910,000, $4,649,000 and $5,135,000 for 2009, 2008 and 2007, respectively, which amounts were net of changes in estimated recoveries from state UST remediation funds. In addition to estimated environmental remediation costs, environmental expenses also include project management fees, legal fees and provisions for environmental litigation loss reserves.

          As of December 31, 2009, 2008, 2007 and 2006, the Company had accrued $16,527,000, $17,660,000, $18,523,000 and $17,201,000, respectively, as management’s best estimate of the fair value of reasonably estimable environmental remediation costs. As of December 31, 2009, 2008, 2007 and 2006, the Company had also recorded $3,882,000, $4,223,000 $4,652,000, and $3,845,000, respectively, as management’s best estimate for recoveries from state UST remediation funds, net of allowance, related to environmental obligations and liabilities. The net environmental liabilities of $13,437,000, $13,871,000 and $13,356,000 as of December 31, 2008, 2007 and 2006, respectively, were subsequently accreted for the change in present value due to the passage of time and, accordingly, $884,000, $956,000 and $974,000 of net accretion expense was recorded for the year ended December 31, 2009, 2008 and 2007, respectively, substantially all of which is included in environmental expenses.

          In view of the uncertainties associated with environmental expenditures, contingencies related to Marketing and the Marketing Leases and contingencies related to other parties, however, the Company believes it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by the Company. (See note 3 for contingencies related to Marketing and the Marketing Leases for additional information.) Adjustments to accrued liabilities for environmental remediation costs will be reflected in the Company’s financial statements as they become probable and a reasonable estimate of fair value can be made. Future environmental expenses could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

6. INCOME TAXES

          Net cash paid for income taxes for the years ended December 31, 2009, 2008 and 2007 of $467,000, $708,000 and $488,000, respectively, includes amounts related to state and local income taxes for jurisdictions that do not follow the federal tax rules, which are provided for in rental property expenses in the Company’s consolidated statements of operations.

          Earnings and profits (as defined in the Internal Revenue Code) is used to determine the tax attributes of dividends paid to stockholders and will differ from income reported for financial statement purposes due to the effect of items which are reported for income tax purposes in years different from that in which they are recorded for financial statement purposes. Earnings and profits were $47,349,000, $40,906,000 and $41,147,000 for the years ended December 31, 2009, 2008 and 2007, respectively. The federal tax attributes of the common dividends for the years ended December 31, 2009, 2008 and 2007 were: ordinary income of 100.0%, 87.4% and 90.3%; capital gain distributions of 0.0%, 1.2% and 0.0% and non-taxable distributions of 0.0%, 11.4% and 9.7%, respectively.

          In order to qualify as a REIT, among other items, the Company must pay out substantially all of its earnings and profits in cash distributions to shareholders each year. Should the Internal Revenue Service successfully assert that the Company’s earnings and profits were greater than the amount distributed, the Company may fail to qualify as a REIT; however, the Company may avoid losing its REIT status by paying a deficiency dividend to eliminate any remaining earnings and profits. The Company may have to borrow money or sell assets to pay such a deficiency dividend. The Company accrues for this and certain other tax matters when appropriate based on information currently available. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Tax returns filed for the years 2006, 2007 and 2008, and tax returns which will be filed for the year ended 2009, remain open to examination by federal and state tax jurisdictions under the respective statute of limitations. In 2006 the Company eliminated the amount it had accrued for uncertain tax positions since the Company believes that the uncertainties

67


regarding these exposures have been resolved or that it is no longer likely that the exposure will result in a liability upon review. However, the ultimate resolution of these matters may have a significant impact on the results of operations for any single fiscal year or interim period.

7. SHAREHOLDERS’ EQUITY

          A summary of the changes in shareholders’ equity for the years ended December 31, 2009, 2008 and 2007 is as follows (in thousands, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAID-IN
CAPITAL

 

DIVIDEND
PAID
IN EXCESS
OF EARNINGS

 

ACCUMULATED
OTHER
COMPREHENSIVE
LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMON STOCK

 

 

 

 

 

 

 

 

SHARES

 

AMOUNT

 

 

 

 

TOTAL

 

 

 













BALANCE, DECEMBER 31, 2006

 

24,765

 

$

248

 

$

258,647

 

$

(32,499

)

$

(821

)

$

225,575

 

Net earnings

 

 

 

 

 

 

 

 

 

 

33,894

 

 

 

 

 

33,894

 

Dividends - $1.85 per share

 

 

 

 

 

 

 

 

 

 

(45,900

)

 

 

 

 

(45,900

)

Stock-based compensation

 

 

 

 

 

 

 

87

 

 

 

 

 

 

 

 

87

 

Net unrealized loss on interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,478

)

 

(1,478

)

 

 


















BALANCE, DECEMBER 31, 2007

 

24,765

 

 

248

 

 

258,734

 

 

(44,505

)

 

(2,299

)

 

212,178

 

Net earnings

 

 

 

 

 

 

 

 

 

 

41,810

 

 

 

 

 

41,810

 

Dividends - $1.87 per share

 

 

 

 

 

 

 

 

 

 

(46,429

)

 

 

 

 

(46,429

)

Stock-based compensation

 

1

 

 

 

 

 

326

 

 

 

 

 

 

 

 

326

 

Stock options exercised

 

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

9

 

Net unrealized loss on interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,997

)

 

(1,997

)

 

 


















BALANCE, DECEMBER 31, 2008

 

24,766

 

 

248

 

 

259,069

 

 

(49,124

)

 

(4,296

)

 

205,897

 

Net earnings

 

 

 

 

 

 

 

 

 

 

47,049

 

 

 

 

 

47,049

 

Dividends - $1.89 per share

 

 

 

 

 

 

 

 

 

 

(46,970

)

 

 

 

 

(46,970

)

Stock-based compensation

 

 

 

 

 

 

 

390

 

 

 

 

 

 

 

 

390

 

Net unrealized gain on interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

1,303

 

 

1,303

 

 

 


















BALANCE, DECEMBER 31, 2009

 

24,766

 

$

248

 

$

259,459

 

$

(49,045

)

$

(2,993

)

$

207,669

 

 

 


















          The Company is authorized to issue 20,000,000 shares of preferred stock, par value $.01 per share, for issuance in series, of which none were issued as of December 31, 2009, 2008, 2007 and 2006.

8. SEVERANCE AGREEMENT AND EMPLOYEE BENEFIT PLANS

          General and administrative expenses include a provision of $447,000 recorded in 2007 primarily due to the payment of severance and the accelerated vesting of 14,250 restricted stock units which were unvested and scheduled to vest five years from the date of each grant in conjunction with the resignation of Mr. Andy Smith, the former President and Chief Legal Officer of the Company.

          The Company has a retirement and profit sharing plan with deferred 401(k) savings plan provisions (the “Retirement Plan”) for employees meeting certain service requirements and a supplemental plan for executives (the “Supplemental Plan”). Under the terms of these plans, the annual discretionary contributions to the plans are determined by the Compensation Committee of the Board of Directors. Also, under the Retirement Plan, employees may make voluntary contributions and the Company has elected to match an amount equal to fifty percent of such contributions but in no event more than three percent of the employee’s eligible compensation. Under the Supplemental Plan, a participating executive may receive an amount equal to ten percent of eligible compensation, reduced by the amount of any contributions allocated to such executive under the Retirement Plan. Contributions, net of forfeitures, under the retirement plans approximated $159,000, $151,000 and

68


$100,000 for the years ended December 31, 2009, 2008 and 2007, respectively. These amounts are included in the accompanying consolidated statements of operations.

          The Getty Realty Corp. 2004 Omnibus Incentive Compensation Plan (the “2004 Plan”) provides for the grant of restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and stock awards to all employees and members of the Board of Directors. The 2004 Plan authorizes the Company to grant awards with respect to an aggregate of 1,000,000 shares of common stock through 2014. The aggregate maximum number of shares of common stock that may be subject to awards granted under the 2004 Plan during any calendar year is 80,000.

          The Company awarded to employees and directors 23,600, 23,800 and 17,550 restricted stock units (“RSUs”) and dividend equivalents in 2009, 2008 and 2007, respectively. The RSUs are settled subsequent to the termination of employment with the Company. On the settlement date each RSU will have a value equal to one share of common stock and may be settled, at the sole discretion of the Compensation Committee, in cash or by the issuance of one share of common stock. In 2008, the Company settled 1,000 RSUs by issuing 400 shares of common stock with an intrinsic value of $7,000 net of employee tax withholdings and cancelling 600 RSUs that were not vested. In 2007, the Compensation Committee elected to settle 14,250 RSUs in cash for $405,000. The RSUs do not provide voting or other shareholder rights unless and until the RSU is settled for a share of common stock. The 85,600 RSUs outstanding as of December 31, 2009 vest starting one year from the date of grant, on a cumulative basis at the annual rate of twenty percent of the total number of RSUs covered by the award. The dividend equivalents represent the value of the dividends paid per common share multiplied by the number of RSUs covered by the award.

          The fair values of the RSUs were determined based on the closing market price of the Company’s stock on the date of grant. The average fair values of the RSUs granted in 2009, 2008, and 2007 were estimated at $16.64, $26.86, and $28.78 per unit on the date of grant with an aggregate fair value estimated at $393,000, $639,000 and $505,000, respectively. The fair value of the grants is recognized as compensation expense ratably over the five year vesting period of the RSUs. As of December 31, 2009, there was $981,000 of total unrecognized compensation cost related to RSUs granted under the 2004 Plan.

          The fair value of the 12,400, 7,840 and 19,330 RSUs which vested during the years ended December 31, 2009, 2008 and 2007 was $335,000, $213,000 and $523,000, respectively. The aggregate intrinsic value of the 85,600 outstanding RSUs and the 29,800 vested RSUs as of December 31, 2009 was $2,014,000 and $701,000, respectively. For the years ended December 31, 2009, 2008 and 2007, dividend equivalents aggregating approximately $162,000, $117,000 and $85,000, respectively, were charged against retained earnings when common stock dividends were declared.

          The Company has a stock option plan (the “Stock Option Plan”). The Company’s authorization to grant options to purchase shares of the Company’s common stock under the Stock Option Plan expired in January 2008. No options were granted in 2008. Stock options vest starting one year from the date of grant, on a cumulative basis at the annual rate of twenty-five percent of the total number of options covered by the award. As of December 31, 2009, there was $6,000 of unrecognized compensation cost related to non-vested options granted in May 2007 under the Stock Option Plan with an estimated fair value of $18,000, or $3.51 per option. The total fair value of the options vested during the years ended December 31, 2009 and 2008 was $4,000 in each year. As of December 31, 2009, there were 1,750, 10,500 and 5,000 options outstanding which were exercisable at prices of $16.15, $18.30 and $27.68 with a remaining contractual life of two, three and eight years, respectively.

          The following is a schedule of stock option prices and activity relating to the Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED DECEMBER 31,

 


 

 

 

2009

 

2008

 

2007

 




 


 



 

 

NIMBER
OF
SHARES

 

WEIGHTED
AVERAGE
EXERCISE
PRICE

 

WEIGHTED
AVERAGE
REMAINING
CONTRACTUAL
TERM

 

AGGREGATE
INTRINSIC
VALUE
(IN
THOUSANDS)

 

NUMBER
OF
SHARES

 

WEIGHTED
AVERAGE
EXERCISE
PRICE

 

NUMBER
OF
SHARES

 

WEIGHTED
AVERAGE
EXERXCISE
PRICE

 

 

 


 


 


 


 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

17,250

 

$

20.80

 

 

 

 

 

17,750

 

$

20.73

 

12,750

 

$

18.00

 

Issued

 

 

 

 

 

 

 

 

 

 

 

5,000

 

 

27.68

 

Exercised (a)

 

 

 

 

 

 

 

 

(500

)

 

18.30

 

 

 

 

 

 


 



 

 

 

 

 


 



 


 



 

Outstanding at end of year

 

17,250

 

$

20.80

 

4.3

 

68

 

17,250

 

$

20.80

 

17,750

 

$

20.73

 

 

 


 



 


 


 


 



 


 



 

Exercisable at end of Year (b)

 

14,750

 

 

19.63

 

4.5

 

68

 

13,500

 

$

18.89

 

12,750

 

$

18.00

 

 

 


 



 


 


 


 



 


 



 


 

 

(a)

The total intrinsic value of the options exercised during the year ended December 31, 2008 was $5,000.

 

 

(b)

The options vested during the years ended December 31, 2009 and 2008 was 1,250 in each year. No options vested during the year ended December 31, 2007.

69


9. QUARTERLY FINANCIAL DATA

          The following is a summary of the quarterly results of operations for the years ended December 31, 2009 and 2008 (unaudited as to quarterly information) (in thousands, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED

 

YEAR ENDED
DECEMBER 31,

 

 

 


 

 

YEAR ENDED DECEMBER 31, 2009 (a)

 

MARCH 31,

 

JUNE 30,

 

SEPTEMBER 30,

 

DECEMBER 31,

 

 


 


 


 


 


 


 

Revenues from rental properties

 

$

20,652

 

$

20,561

 

$

20,784

 

$

22,542

 

$

84,539

 

Earnings from continuing operations

 

 

9,571

 

 

10,477

 

 

10,638

 

 

10,738

 

 

41,424

 

Net earnings

 

 

9,928

 

 

13,605

 

 

12,185

 

 

11,331

 

 

47,049

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

 

.39

 

 

.42

 

 

.43

 

 

.43

 

 

1.67

 

Net earnings

 

 

.40

 

 

.55

 

 

.49

 

 

.46

 

 

1.90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THREE MONTHS ENDED

 

YEAR ENDED
DECEMBER 31,

 

 

 


 

 

YEAR ENDED DECEMBER 31, 2008

 

MARCH 31,

 

JUNE 30,

 

SEPTEMBER 30,

 

DECEMBER 31,

 

 


 


 


 


 


 


 

Revenues from rental properties

 

$

21,014

 

$

20,419

 

$

20,741

 

$

20,628

 

$

82,802

 

Earnings from continuing operations

 

 

10,773

 

 

9,263

 

 

9,919

 

 

8,812

 

 

38,767

 

Net earnings

 

 

11,371

 

 

10,635

 

 

10,489

 

 

9,315

 

 

41,810

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from continuing operations

 

 

.43

 

 

.37

 

 

.40

 

 

.36

 

 

1.57

 

Net earnings

 

 

.46

 

 

.43

 

 

.42

 

 

.38

 

 

1.69

 

(a) Includes the effect of the $49.0 million acquisition of gasoline stations and convenience store properties from White Oak Petroleum LLC which was completed on September 25, 2009.

10. PROPERTY ACQUISITIONS

          In addition to the acquisition of sixty-four properties from Trustreet described in more detail below, in 2007 the Company also exercised its fixed price purchase option for seven leased properties, purchased two properties and redeveloped one property by purchasing land adjacent to it and building a new convenience store on the existing site. In 2008, the Company exercised its fixed price purchase option for three leased properties and purchased six properties. In addition to the acquisition of thirty-six properties from White Oak described in more detail below, in 2009 the Company also exercised its fixed purchase price option for one property and purchased three properties.

Acquisition of sixty-four properties from Trustreet

          Effective March 31, 2007, the Company acquired fifty-nine convenience store and retail motor fuel properties in ten states for approximately $79,335,000 from various subsidiaries of FF-TSY Holding Company II, LLC (the successor to Trustreet Properties, Inc.) (“Trustreet”), a subsidiary of General Electric Capital Corporation, for cash with funds drawn under its Credit Agreement. Effective April 23, 2007, the Company acquired five additional properties from Trustreet for approximately $5,200,000. The aggregate cost of the acquisitions, including $1,131,000 of transaction costs, is approximately $84,535,000. Substantially all of the properties are triple-net-leased to tenants who previously leased the properties from the seller. The leases generally provide that the tenants are responsible for substantially all existing and future environmental conditions at the properties. The purchase price has been allocated between assets, liabilities and intangible assets based on the estimates of fair value. The Company estimated the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, above-

70


market and below-market leases and in-place leases). Based on these estimates, the Company allocated $89,908,000, $5,351,000 and $10,724,000 of the purchase price to acquired tangible assets; identified intangible assets; and identified intangible liabilities, respectively.

          The following unaudited pro forma condensed consolidated financial information has been prepared utilizing the historical financial statements of Getty Realty Corp. and the historical financial information of the properties acquired in 2007 which was derived from the consolidated books and records of Trustreet. The unaudited pro forma condensed consolidated financial information assumes that the acquisitions had occurred as of the beginning of 2007, after giving effect to certain adjustments including (a) rental income adjustments resulting from (i) the straight-lining of scheduled rent increases and (ii) the net amortization of the intangible assets relating to above-market leases and intangible liabilities relating to below-market leases over the remaining lease terms which average eleven years and (b) depreciation and amortization adjustments resulting from (i) the depreciation of real estate assets over their useful lives which average seventeen years and (ii) the amortization of intangible assets relating to leases in place over the remaining lease terms. The following unaudited pro forma condensed consolidated financial information also gives effect to the additional interest expense resulting from the assumed increase in borrowing outstanding drawn under the Credit Agreement to fund the acquisition.

          The unaudited pro forma condensed financial information the years ended December 31, 2007 is not indicative of the results of operations that would have been achieved had the acquisition from Trustreet reflected herein been consummated at the beginning of 2007 or that will be achieved in the future and is as follows (in thousands, except per share amounts):

 

 

 

 

 

Year ended December 31,

 



 

 

2007

 





 

 

 

 

 

Revenue from rental properties

 

$

82,089

 

 

 



 

 

 

 

 

 

Net earnings

 

$

34,348

 

 

 



 

 

 

 

 

 

Basic and diluted net earnings per common share

 

$

1.39

 

Acquisition of thirty-six properties from White Oak

          On September 25, 2009 the Company acquired the real estate assets and improvements of thirty-six gasoline station and convenience store properties located primarily in Prince George’s County, Maryland, for $49,000,000 in a sale/leaseback transaction with White Oak Petroleum LLC (“White Oak”). The Company financed this transaction with $24,500,000 of borrowings under the Company’s existing Credit Agreement and $24,500,000 of indebtedness under the Term Loan Agreement entered into on that date.

          The real estate assets were acquired in a simultaneous transaction among ExxonMobil, White Oak, and the Company, whereby White Oak acquired the real estate assets properties and related businesses from ExxonMobil and simultaneously completed a sale/leaseback of the real estate assets of all thirty-six properties with the Company. The Company entered into a unitary triple-net lease for the real estate assets with White Oak which has an initial term of twenty years and provides White Oak with options for three renewal terms of ten years each extending to 2059. The unitary triple-net lease provides for annual rent escalations of 2½% per year. White Oak is responsible to pay for all existing and future environmental liabilities related to the properties.

          The purchase price has been allocated among the assets acquired based on the estimates of fair value. The Company estimated the fair value of acquired tangible assets (consisting of land, buildings and equipment) “as if vacant.” Based on these estimates, the Company allocated $29,929,000 of the purchase price to land, which is accounted for as an operating lease, and $19,071,000 to buildings and equipment, which is accounted for as a direct financing lease.

          The following unaudited pro forma condensed consolidated financial information has been prepared utilizing the historical financial statements of Getty Realty Corp. and the effect of additional revenue and expenses from the properties acquired assuming that the acquisitions had occurred as of the beginning of each of the years presented, after giving effect to certain adjustments including (a) rental income adjustments resulting from the straight-lining of scheduled rent increases and

71


(b) rental income adjustments resulting from the recognition of revenue under direct financing leases over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased property. The following information also gives effect to the additional interest expense resulting from the assumed increase in borrowing outstanding drawn under the Credit Agreement and borrowings outstanding provided by the Term Loan Agreement to fund the acquisition. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisition from White Oak reflected herein been consummated on the dates indicated or that will be achieved in the future. (in thousands)

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 




 

 

 

2009

 

2008

 






 

 

 

 

 

 

 

 

 

Revenue from rental properties

 

$

89,372

 

$

89,370

 

 

 



 



 

 

 

 

 

 

 

 

 

Net earnings

 

$

50,930

 

$

45,885

 

 

 



 



 

 

 

 

 

 

 

 

 

Basic and diluted net earnings per common share

 

$

2.06

 

$

1.85

 

          The selected financial data of White Oak, LLC as of December 31, 2009 and from its inception on September 26, 2009 through December 31, 2009, which has been prepared by White Oak’s management, is provided below.

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

Operating Data (from September 26, 2009 to December 31, 2009:

 

 

 

 

 

 

 

 

 

Gross sales

 

$

43,171

 

 

 

 

 

 

Gross profit

 

 

1,082

 

 

 

 

 

 

Net (loss)

 

 

(1,372

)

 

 

 

 

 

Balance Sheet Data (at December 31, 2009):

 

 

 

 

 

 

 

 

 

Current assets

 

 

1,613

 

 

 

 

 

 

Noncurrent assets

 

 

56,666

 

 

 

 

 

 

Current liabilities

 

 

5,795

 

 

 

 

 

 

Noncurrent liabilities

 

 

53,605

 

11. SUPPLEMENTAL CONDENSED COMBINING FINANCIAL INFORMATION

          Condensed combining financial information as of December 31, 2009 and 2008 and for the three year period ended December 31, 2009 has been derived from the Company’s books and records and is provided below to illustrate, for informational purposes only, the net contribution to the Company’s financial results that are realized from the leasing operations of properties leased to Marketing (which represents approximately 78% of the Company’s properties as of December 31, 2009) and from properties leased to other tenants. The condensed combining financial information set forth below presents the results of operations, net assets, and cash flows of the Company, related to Marketing, the Company’s other tenants and the Company’s corporate functions necessary to arrive at the information for the Company on a combined basis. The assets, liabilities, lease agreements and other leasing operations attributable to the Marketing Leases and other tenant leases are not segregated in legal entities. However, the Company generally maintains its books and records in site specific detail and has classified the operating results which are clearly applicable to each owned or leased property as attributable to Marketing or to the Company’s other tenants or to non-operating corporate functions. The condensed combining financial information has been prepared by the Company using certain assumptions, judgments and allocations. Each of the Company’s properties were classified as attributable to Marketing, other tenants or corporate for all periods presented based on the property’s use as of December 31, 2009 or the property’s use immediately prior to its disposition or third party lease expiration.

72


          Environmental remediation expenses have been attributed to Marketing or other tenants on a site specific basis and environmental related litigation expenses and professional fees have been attributed to Marketing or other tenants based on the pro rata share of specifically identifiable environmental expenses for the three year period ended December 31, 2009. The Company enters into leases and various other agreements which allocate responsibility for known and unknown environmental liabilities by establishing the percentage and method of allocating responsibility between the parties. In accordance with the leases with certain tenants, the Company has agreed to bring the leased properties with known environmental contamination to within applicable standards, and to either regulatory or contractual closure (“Closure”). Generally, upon achieving Closure at each individual property, the Company’s environmental liability under the lease for that property will be satisfied and future remediation obligations will be the responsibility of the Company’s tenant. Of the eight hundred forty properties leased to Marketing as of December 31, 2009, the Company has agreed to pay all costs relating to, and to indemnify Marketing for, certain environmental liabilities and obligations at one hundred eighty-seven retail properties that have not achieved Closure and are scheduled in the Master Lease. (See note 5 for additional information.)

          The heading “Corporate” in the statements below includes assets, liabilities, income and expenses attributed to general and administrative functions, financing activities and parent or subsidiary level income taxes, capital taxes or franchise taxes which were not incurred on behalf of the Company’s leasing operations and are not reasonably allocable to Marketing or other tenants. With respect to general and administrative expenses, the Company has attributed those expenses clearly applicable to Marketing and other tenants. The Company considered various methods of allocating to Marketing and other tenants amounts included under the heading “Corporate” and determined that none of the methods resulted in a reasonable allocation of such amounts or an allocation of such amounts that more clearly summarizes the net contribution to the Company’s financial results realized from the leasing operations of properties leased to Marketing and of properties leased to other tenants. Moreover, the Company determined that each of the allocation methods it considered resulted in a presentation of these amounts that would make it more difficult to understand the clearly identifiable results from its leasing operations attributable to Marketing and other tenants. The Company believes that the segregated presentation of assets, liabilities, income and expenses attributed to general and administrative functions, financing activities and parent or subsidiary level income taxes, capital taxes or franchise taxes provides the most meaningful presentation of these amounts since changes in these amounts are not fully correlated to changes in the Company’s leasing activities.

          While the Company believes these assumptions, judgments and allocations are reasonable, the condensed combining financial information is not intended to reflect what the net results would have been had assets, liabilities, lease agreements and other operations attributable to Marketing or its other tenants had been conducted through stand-alone entities during any of the periods presented.

          The condensed combining statement of operations of Getty Realty Corp. for the year ended December 31, 2009 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

Revenues from rental properties

 

$

59,818

 

$

24,721

 

$

 

$

84,539

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental property expenses

 

 

(6,297

)

 

(3,994

)

 

(560

)

 

(10,851

)

Impairment charges

 

 

(1,135

)

 

 

 

 

 

(1,135

)

Environmental expenses, net

 

 

(8,599

)

 

(200

)

 

 

 

(8,799

)

General and administrative expenses

 

 

(280

)

 

(231

)

 

(6,338

)

 

(6,849

)

Depreciation and amortization expense

 

 

(5,565

)

 

(5,339

)

 

(71

)

 

(10,975

)

 

 



 



 



 



 

Total operating expenses

 

 

(21,876

)

 

(9,764

)

 

(6,969

)

 

(38,609

)

 

 



 



 



 



 

Operating income

 

 

37,942

 

 

14,957

 

 

(6,969

)

 

45,930

 

Other income, net

 

 

154

 

 

(13

)

 

444

 

 

585

 

Interest expense

 

 

 

 

 

 

(5,091

)

 

(5,091

)

 

 



 



 



 



 

Earnings from continuing operations

 

 

38,096

 

 

14,944

 

 

(11,616

)

 

41,424

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operating activities

 

 

209

 

 

90

 

 

 

 

299

 

Gains on dispositions of real estate

 

 

4,590

 

 

736

 

 

 

 

5,326

 

 

 



 



 



 



 

Earnings from discontinued operations

 

 

4,799

 

 

826

 

 

 

 

5,625

 

 

 



 



 



 



 

Net earnings

 

$

42,895

 

$

15,770

 

$

(11,616

)

$

47,049

 

 

 



 



 



 



 

73


          The condensed combining statement of operations of Getty Realty Corp. for the year ended December 31, 2008 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

Revenues from rental properties

 

$

60,526

 

$

22,276

 

$

 

$

82,802

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental property expenses

 

 

(6,937

)

 

(3,944

)

 

(601

)

 

(11,482

)

Environmental expenses, net

 

 

(7,152

)

 

(213

)

 

 

 

(7,365

)

General and administrative expenses

 

 

(686

)

 

(193

)

 

(5,952

)

 

(6,831

)

Depreciation and amortization expense

 

 

(6,743

)

 

(4,944

)

 

(39

)

 

(11,726

)

 

 



 



 



 



 

Total operating expenses

 

 

(21,518

)

 

(9,294

)

 

(6,592

)

 

(37,404

)

 

 



 



 



 



 

Operating income

 

 

39,008

 

 

12,982

 

 

(6,952

)

 

45,398

 

Other income, net

 

 

384

 

 

5

 

 

14

 

 

403

 

Interest expense

 

 

 

 

 

 

(7,034

)

 

(7,034

)

 

 



 



 



 



 

Earnings from continuing operations

 

 

39,392

 

 

12,987

 

 

(13,612

)

 

38,767

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operating activities

 

 

546

 

 

99

 

 

 

 

645

 

Gains on dispositions of real estate

 

 

912

 

 

1,486

 

 

 

 

2,398

 

 

 



 



 



 



 

Earnings from discontinued operations

 

 

1,458

 

 

1,585

 

 

 

 

3,043

 

 

 



 



 



 



 

Net earnings

 

$

40,850

 

$

14,572

 

$

(13,612

)

$

41,810

 

 

 



 



 



 



 

          The condensed combining statement of operations of Getty Realty Corp. for the year ended December 31, 2007 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

Revenues from rental properties

 

$

60,464

 

$

18,743

 

$

 

$

79,207

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental property expenses

 

 

(7,209

)

 

(3,145

)

 

(510

)

 

(10,864

)

Environmental expenses, net

 

 

(7,943

)

 

(246

)

 

 

 

(8,189

)

General and administrative expenses

 

 

(267

)

 

(171

)

 

(6,231

)

 

(6,669

)

Allowance for deferred rent receivable

 

 

(10,206

)

 

 

 

 

 

(10,206

)

Depreciation and amortization expense

 

 

(5,287

)

 

(4,273

)

 

(40

)

 

(9,600

)

 

 



 



 



 



 

Total operating expenses

 

 

(30,912

)

 

(7,835

)

 

(6,781

)

 

(45,528

)

 

 



 



 



 



 

Operating income

 

 

29,552

 

 

10,908

 

 

(6,781

)

 

33,679

 

Other income, net

 

 

1,569

 

 

45

 

 

309

 

 

1,923

 

Interest expense

 

 

 

 

 

 

(7,760

)

 

(7,760

)

 

 



 



 



 



 

Earnings from continuing operations

 

 

31,121

 

 

10,953

 

 

(14,232

)

 

27,842

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings from operating activities

 

 

1,149

 

 

338

 

 

 

 

1,487

 

Gains on dispositions of real estate

 

 

1,479

 

 

3,086

 

 

 

 

4,565

 

 

 



 



 



 



 

Earnings from discontinued operations

 

 

2,628

 

 

3,424

 

 

 

 

6,052

 

 

 



 



 



 



 

Net earnings

 

$

33,749

 

$

14,377

 

$

(14,232

)

$

33,894

 

 

 



 



 



 



 

74


          The condensed combining balance sheet of Getty Realty Corp. as of December 31, 2009 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

137,887

 

$

114,196

 

$

 

$

252,083

 

Buildings and improvements

 

 

154,344

 

 

97,172

 

 

275

 

 

251,791

 

 

 



 



 



 



 

 

 

 

292,231

 

 

211,368

 

 

275

 

 

503,874

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less — accumulated depreciation and amortization

 

 

(116,128

)

 

(20,386

)

 

(155

)

 

(136,669

)

 

 



 



 



 



 

Real estate, net

 

 

176,103

 

 

190,982

 

 

120

 

 

367,205

 

Net investment in direct financing lease

 

 

 

 

19,156

 

 

 

 

19,156

 

Deferred rent receivable, net

 

 

22,801

 

 

4,680

 

 

 

 

27,481

 

Cash and cash equivalents

 

 

 

 

 

 

3,050

 

 

3,050

 

Recoveries from state underground storage tank funds, net

 

 

3,784

 

 

98

 

 

 

 

3,882

 

Mortgages and accounts receivable, net

 

 

 

 

970

 

 

1,432

 

 

2,402

 

Prepaid expenses and other assets

 

 

 

 

4,052

 

 

5,644

 

 

9,696

 

 

 



 



 



 



 

Total assets

 

 

202,688

 

 

219,938

 

 

10,246

 

 

432,872

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under credit line

 

 

 

 

 

 

151,200

 

 

151,200

 

Term loan

 

 

 

 

 

 

24,370

 

 

24,370

 

Environmental remediation costs

 

 

16,114

 

 

413

 

 

 

 

16,527

 

Dividends payable

 

 

 

 

 

 

11,805

 

 

11,805

 

Accounts payable and accrued expenses

 

 

920

 

 

8,643

 

 

11,738

 

 

21,301

 

 

 



 



 



 



 

Total liabilities

 

 

17,034

 

 

9,056

 

 

199,113

 

 

225,203

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets (liabilities)

 

$

185,654

 

$

210,882

 

$

(188,867

)

$

207,669

 

 

 



 



 



 



 

75


          The condensed combining balance sheet of Getty Realty Corp. as of December 31, 2008 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

138,886

 

$

82,654

 

$

 

$

221,540

 

Buildings and improvements

 

 

157,554

 

 

94,060

 

 

413

 

 

252,027

 

 

 



 



 



 



 

 

 

 

296,440

 

 

176,714

 

 

413

 

 

473,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less — accumulated depreciation and amortization

 

 

(113,122

)

 

(15,929

)

 

(271

)

 

(129,322

)

 

 



 



 



 



 

Real estate, net

 

 

183,318

 

 

160,785

 

 

142

 

 

344,245

 

Deferred rent receivable, net

 

 

22,900

 

 

3,818

 

 

 

 

26,718

 

Cash and cash equivalents

 

 

 

 

 

 

2,178

 

 

2,178

 

Recoveries from state underground storage tank funds, net

 

 

4,060

 

 

163

 

 

 

 

4,223

 

Mortgages and accounts receivable, net

 

 

7

 

 

239

 

 

1,287

 

 

1,533

 

Prepaid expenses and other assets

 

 

 

 

4,509

 

 

4,407

 

 

8,916

 

 

 



 



 



 



 

Total assets

 

 

210,285

 

 

169,514

 

 

8,014

 

 

387,813

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings under credit line

 

 

 

 

 

 

130,250

 

 

130,250

 

Environmental remediation costs

 

 

17,264

 

 

396

 

 

 

 

17,660

 

Dividends payable

 

 

 

 

 

 

11,669

 

 

11,669

 

Accounts payable and accrued expenses

 

 

1,152

 

 

9,711

 

 

11,474

 

 

22,337

 

 

 



 



 



 



 

Total liabilities

 

 

18,416

 

 

10,107

 

 

153,393

 

 

181,916

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets (liabilities)

 

$

191,869

 

$

159,407

 

$

(145,379

)

$

205,897

 

 

 



 



 



 



 

76


          The condensed combining statement of cash flows of Getty Realty Corp. for the year ended December 31, 2009 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

42,895

 

$

15,770

 

$

(11,616

)

$

47,049

 

Adjustments to reconcile net earnings to net cash flow provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

5,607

 

 

5,349

 

 

71

 

 

11,027

 

Impairment charges

 

 

1,135

 

 

 

 

 

 

1,135

 

Gain from dispositions of real estate

 

 

(4,744

)

 

(723

)

 

 

 

(5,467

)

Deferred rental revenue

 

 

99

 

 

(862

)

 

 

 

(763

)

Amortization of above-market and below-market leases

 

 

 

 

(1,217

)

 

 

 

(1,217

)

Amortization of investment in direct financing lease

 

 

 

 

(85

)

 

 

 

(85

)

Accretion expense

 

 

864

 

 

20

 

 

 

 

884

 

Stock-based employee compensation expense

 

 

 

 

 

 

390

 

 

390

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Recoveries from state underground storage tank funds, net

 

 

650

 

 

74

 

 

 

 

724

 

Mortgages and accounts receivable, net

 

 

7

 

 

(731

)

 

 

 

(724

)

Prepaid expenses and other assets

 

 

 

 

(47

)

 

386

 

 

339

 

Environmental remediation costs

 

 

(2,388

)

 

(12

)

 

 

 

(2,400

)

Accounts payable and accrued expenses

 

 

(232

)

 

305

 

 

1,567

 

 

1,640

 

 

 



 



 



 



 

Net cash flow provided by (used in) operating activities

 

 

43,893

 

 

17,841

 

 

(9,202

)

 

52,532

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property acquisitions and capital expenditures

 

 

(483

)

 

(54,785

)

 

(49

)

 

(55,317

)

Proceeds from dispositions of real estate

 

 

5,701

 

 

1,238

 

 

 

 

6,939

 

(Increase) decrease in cash held for property acquisitions

 

 

 

 

 

 

(1,623

)

 

(1,623

)

Collection (issuance) of mortgages receivable, net

 

 

 

 

 

 

(145

)

 

(145

)

 

 



 



 



 



 

Net cash flow provided by (used in) investing activities

 

 

5,218

 

 

(53,547

)

 

(1,817

)

 

(50,146

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings (repayments) under credit agreement, net

 

 

 

 

 

 

20,950

 

 

20,950

 

Borrowings under term loan agreement, net

 

 

 

 

 

 

24,370

 

 

24,370

 

Cash dividends paid

 

 

 

 

 

 

(46,834

)

 

(46,834

)

Cash consolidation - Corporate

 

 

(49,111

)

 

35,706

 

 

13,405

 

 

 

 

 



 



 



 



 

Net cash flow provided by (used in) financing activities

 

 

(49,111

)

 

35,706

 

 

11,891

 

 

(1,514

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 

 

 

 

872

 

 

872

 

Cash and cash equivalents at beginning of period

 

 

 

 

 

 

2,178

 

 

2,178

 

 

 



 



 



 



 

Cash and cash equivalents at end of year

 

$

 

$

 

$

3,050

 

$

3,050

 

 

 



 



 



 



 

77


          The condensed combining statement of cash flows of Getty Realty Corp. for the year ended December 31, 2008 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

40,850

 

$

14,572

 

$

(13,612

)

$

41,810

 

Adjustments to reconcile net earnings to net cash flow provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

6,839

 

 

4,997

 

 

39

 

 

11,875

 

Gain from dispositions of real estate

 

 

(1,296

)

 

(1,491

)

 

 

 

(2,787

)

Deferred rental revenue

 

 

(539

)

 

(1,264

)

 

 

 

(1,803

)

Amortization of above-market and below-market leases

 

 

 

 

(790

)

 

 

 

(790

)

Accretion expense

 

 

934

 

 

22

 

 

 

 

956

 

Stock-based employee compensation expense

 

 

 

 

 

 

326

 

 

326

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Recoveries from state underground storage tank funds, net

 

 

691

 

 

136

 

 

 

 

827

 

Mortgages and accounts receivable, net

 

 

8

 

 

(13

)

 

 

 

(5

)

Prepaid expenses and other assets

 

 

 

 

12

 

 

411

 

 

423

 

Environmental remediation costs

 

 

(1,948

)

 

(269

)

 

 

 

(2,217

)

Accounts payable and accrued expenses

 

 

(222

)

 

382

 

 

(1,191

)

 

(1,031

)

 

 



 



 



 



 

Net cash flow provided by (used in) operating activities

 

 

45,317

 

 

16,294

 

 

(14,027

)

 

47,584

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property acquisitions and capital expenditures

 

 

(1,233

)

 

(5,346

)

 

 

 

(6,579

)

Proceeds from dispositions of real estate

 

 

3,268

 

 

2,027

 

 

 

 

5,295

 

(Increase) decrease in cash held for property acquisitions

 

 

 

 

 

 

2,397

 

 

2,397

 

Collection (issuance) of mortgages receivable, net

 

 

 

 

 

 

(55

)

 

(55

)

 

 



 



 



 



 

Net cash flow provided by (used in) investing activities

 

 

2,035

 

 

(3,319

)

 

2,342

 

 

1,058

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings (repayments) under credit agreement, net

 

 

 

 

 

 

(2,250

)

 

(2,250

)

Cash dividends paid

 

 

 

 

 

 

(46,294

)

 

(46,294

)

Cash paid in settlement of restricted stock units

 

 

 

 

 

 

9

 

 

9

 

Cash consolidation – Corporate

 

 

(47,352

)

 

(12,975

)

 

60,327

 

 

 

 

 



 



 



 



 

Net cash flow provided by (used in) financing activities

 

 

(47,352

)

 

(12,975

)

 

11,792

 

 

(48,535

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 

 

 

 

107

 

 

107

 

Cash and cash equivalents at beginning of period

 

 

 

 

 

 

2,071

 

 

2,071

 

 

 



 



 



 



 

Cash and cash equivalents at end of year

 

$

 

$

 

$

2,178

 

$

2,178

 

 

 



 



 



 



 

78


          The condensed combining statement of cash flows of Getty Realty Corp. for the year ended December 31, 2007 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Getty
Petroleum
Marketing

 

Other
Tenants

 

Corporate

 

Consolidated

 

 

 


 


 


 


 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

33,749

 

$

14,377

 

$

(14,232

)

$

33,894

 

Adjustments to reconcile net earnings to net cash flow provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

5,406

 

 

4,348

 

 

40

 

 

9,794

 

Gain from dispositions of real estate

 

 

(3,048

)

 

(3,131

)

 

 

 

(6,179

)

Deferred rental revenue

 

 

(1,776

)

 

(1,336

)

 

 

 

(3,112

)

Allowance for deferred rent receivable

 

 

10,494

 

 

 

 

 

 

10,494

 

Amortization of above-market and below-market leases

 

 

 

 

(1,047

)

 

 

 

(1,047

)

Accretion expense

 

 

952

 

 

22

 

 

 

 

974

 

Stock-based employee compensation expense

 

 

 

 

 

 

492

 

 

492

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Recoveries from state underground storage tank funds, net

 

 

(386

)

 

7

 

 

 

 

(379

)

Mortgages and accounts receivable, net

 

 

(4

)

 

48

 

 

 

 

44

 

Prepaid expenses and other assets

 

 

 

 

1,669

 

 

(1,799

)

 

(130

)

Environmental remediation costs

 

 

(62

)

 

(18

)

 

 

 

(80

)

Accounts payable and accrued expenses

 

 

(59

)

 

220

 

 

(410

)

 

(249

)

 

 



 



 



 



 

Net cash flow provided by (used in) operating activities

 

 

45,266

 

 

15,159

 

 

(15,909

)

 

44,516

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property acquisitions and capital expenditures

 

 

(1,576

)

 

(89,006

)

 

(54

)

 

(90,636

)

Proceeds from dispositions of real estate

 

 

3,855

 

 

4,565

 

 

 

 

8,420

 

(Increase) decrease in cash held for property acquisitions

 

 

 

 

 

 

(2,079

)

 

(2,079

)

Collection (issuance) of mortgages receivable, net

 

 

 

 

 

 

267

 

 

267

 

 

 



 



 



 



 

Net cash flow provided by (used in) investing activities

 

 

2,279

 

 

(84,441

)

 

(1,866

)

 

(84,028

)

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings (repayments) under credit agreement, net

 

 

 

 

 

 

87,500

 

 

87,500

 

Repayment of mortgages payable, net

 

 

 

 

 

 

(194

)

 

(194

)

Cash dividends paid

 

 

 

 

 

 

(45,650

)

 

(45,650

)

Credit agreement origination costs

 

 

 

 

 

 

(863

)

 

(863

)

Cash paid in settlement of restricted stock units

 

 

 

 

 

 

(405

)

 

(405

)

Cash consolidation – Corporate

 

 

(47,545

)

 

69,282

 

 

(21,737

)

 

 

 

 



 



 



 



 

Net cash flow provided by (used in) financing activities

 

 

(47,545

)

 

69,282

 

 

18,651

 

 

40,388

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 

 

 

 

876

 

 

876

 

Cash and cash equivalents at beginning of period

 

 

 

 

 

 

1,195

 

 

1,195

 

 

 



 



 



 



 

Cash and cash equivalents at end of year

 

$

 

$

 

$

2,071

 

$

2,071

 

 

 



 



 



 



 

79


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Getty Realty Corp.:

          In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income and cash flows present fairly, in all material respects, the financial position of Getty Realty Corp. and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

          A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
New York, New York
March 16, 2010

80


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

          None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

          The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or furnished pursuant to the Exchange Act, of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

          As required by the Exchange Act Rule 13a-15(b), the Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2009.

Management’s Report on Internal Control Over Financial Reporting

          Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.

          The effectiveness of our internal control over financial reporting as of December 31, 2009, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in “Item 8. Financial Statements and Supplementary Data”.

          There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

          None.

81


PART III

Item 10. Directors, Executive Officers and Corporate Governance

          Information with respect to compliance with section 16(a) of the Exchange Act is incorporated herein by reference to information under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement. Information with respect to directors, the audit committee and the audit committee financial expert, and procedures by which shareholders may recommend to nominees to the board of directors in response to this item is incorporated herein by reference to information under the headings “Election of Directors” and “Directors’ Meetings, Committees and Executive Officers” in the Proxy Statement. The following table lists our executive officers, their respective ages, and the offices and positions held.

 

 

 

 

 

 

 

NAME

 

AGE

 

POSITION

 

OFFICER SINCE


 


 


 


Leo Liebowitz

 

82

 

Chairman and Chief Executive Officer

 

1971

Kevin C. Shea

 

50

 

Executive Vice President

 

2001

Thomas J. Stirnweis

 

51

 

Vice President, Treasurer and Chief Financial Officer

 

2001

Joshua Dicker

 

49

 

Vice President, General Counsel and Secretary

 

2008

          Mr. Liebowitz cofounded the Company in 1955 and has served as Chief Executive Officer since 1985. He was the President of the Company from May 1971 to May 2004. Mr. Liebowitz served as Chairman, Chief Executive Officer and a director of Marketing from October 1996 until December 2000. He is also a director of the Regional Banking Advisory Board of J.P. Morgan Chase & Co. As part of the Company’s management succession process, Mr. Liebowitz will relinquish his position as Chief Executive Officer of the Company at the Company’s 2010 annual stockholder’s meeting, (the “2010 Annual Meeting”) currently scheduled for May 20, 2010. Mr. Liebowitz will continue to serve as Chairman of the Company’s Board of Directors and will retain an active role in the Company through May 2013 at which time he intends to retire.

          Mr. David B. Driscoll will be appointed to the position of President of the Company, effective on April 1, 2010. In addition, Mr. Driscoll will be appointed as the Company’s Chief Executive Officer, effective on the date of the 2010 Annual Meeting. Mr. Driscoll currently serves as, and will remain, a Director of the Company. Mr. Driscoll is a Managing Director at Morgan Joseph and Co. Inc. where he was a founding shareholder. Prior to his work at Morgan Joseph, Mr. Driscoll was a Managing Director for ING Barings, where he was Global Coordinator of the real estate practice and prior to ING Barings, Mr. Driscoll was the founder of the real estate group at Smith Barney, which he ran for more than a decade.

          Mr. Shea has been with the Company since 1984 and has served as Executive Vice President since May 2004. He was Vice President since January 2001 and Director of National Real Estate Development prior thereto.

          Mr. Stirnweis has been with the Company or Getty Petroleum Marketing Inc. since 1988 and has served as Vice President, Treasurer and Chief Financial Officer of the Company since May 2003. He joined the Company in January 2001 as Corporate Controller and Treasurer. Prior to joining the Company, Mr. Stirnweis was Manager of Financial Reporting and Analysis of Marketing.

          Mr. Dicker has served as Vice President, General Counsel and Secretary since February 2009. He was General Counsel and Secretary since joining the Company in February 2008. Prior to joining Getty, he was a partner at the law firm Arent Fox, LLP, resident in its New York City office, specializing in corporate and transactional matters.

          There are no family relationships between any of the Company’s directors or executive officers.

          The Getty Realty Corp. Business Conduct Guidelines (“Code of Ethics”), which applies to all employees, including our chief executive officer and chief financial officer, is available on our website at www.gettyrealty.com.

82


Item 11. Executive Compensation

          Information in response to this item is incorporated herein by reference to information under the heading “Executive Compensation” in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

          Information in response to this item is incorporated herein by reference to information under the heading “Beneficial Ownership of Capital Stock” and “Executive Compensation — Compensation Discussion and Analysis — Equity Compensation — Equity Compensation Plan Information” in the Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

          There were no such relationships or transactions to report for the year ended December 31, 2009.

          Information with respect to director independence is incorporated herein by reference to information under the heading “Directors’ Meetings, Committees and Executive Officers — Independence of Directors” in the Proxy Statement.

Item 14. Principal Accountant Fees and Services

          Information in response to this item is incorporated herein by reference to information under the heading “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

83


PART IV

Item 15. Exhibits and Financial Statement Schedules

 

 

 

(a)(1) Financial Statements

 

 

 

Information in response to this Item is included in “Item 8. Financial Statements and Supplementary Data”.

 

 

 

(a)(2) Financial Statement Schedules

GETTY REALTY CORP.
INDEX TO FINANCIAL STATEMENT SCHEDULES
Item 15(a)(2)

 

 

 

 

 

 

 

PAGES

 

 

 


 

Report of Independent Registered Public Accounting Firm on Financial Statement Schedules

 

85

 

Schedule II - Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2009, 2008 and 2007

 

85

 

Schedule III - Real Estate and Accumulated Depreciation and Amortization as of December 31, 2009

 

86


 

 

 

(a)(3) Exhibits

 

 

 

Information in response to this Item is incorporated herein by reference to the Exhibit Index on page 90 of this Annual Report on Form 10-K.

84


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of Getty Realty Corp.:

          Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated March 16, 2010 appearing in Item 8 of this Annual Report on Form 10-K also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

New York, New York
March 16, 2010

GETTY REALTY CORP. and SUBSIDIARIES
SCHEDULE II — VALUATION and QUALIFYING ACCOUNTS and RESERVES
for the years ended December 31, 2009, 2008 and 2007
(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE AT
BEGINNING
OF YEAR

 

ADDITIONS

 

DEDUCTIONS

 

BALANCE
AT END
OF YEAR

 

 

 


 


 


 


 

December 31, 2009:

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred rent receivable

 

$

10,029

 

$

 

$

640

 

$

9,389

 

Allowance for mortgages and accounts receivable

 

$

100

 

$

120

 

$

85

 

$

135

 

Allowance for deposits held in escrow

 

$

377

 

$

 

$

 

$

377

 

Allowance for recoveries from state underground storage tank funds

 

$

650

 

$

 

$

 

$

650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008:

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred rent receivable

 

$

10,494

 

$

 

$

465

 

$

10,029

 

Allowance for mortgages and accounts receivable

 

$

100

 

$

71

 

$

71

 

$

100

 

Allowance for deposits held in escrow

 

$

 

$

377

 

$

 

$

377

 

Allowance for recoveries from state underground storage tank funds

 

$

650

 

$

 

$

 

$

650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for deferred rent receivable

 

$

 

$

10,494

 

$

 

$

10,494

 

Allowance for mortgages and accounts receivable

 

$

30

 

$

70

 

$

 

$

100

 

Allowance for recoveries from state underground storage tank funds

 

$

650

 

$

 

$

 

$

650

 

85


GETTY REALTY CORP. and SUBSIDIARIES
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
As of December 31, 2009
(in thousands)

          The summarized changes in real estate assets and accumulated depreciation are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

 

2008

 

2007

 

 

 


 


 


 

Investment in real estate:

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

473,567

 

$

474,254

 

$

383,558

 

Acquisitions

 

 

36,246

 

 

6,540

 

 

94,700

 

Capital expenditures

 

 

 

 

 

 

1,310

 

Impairment

 

 

(1,135

)

 

 

 

 

Sales and condemnations

 

 

(3,298

)

 

(3,939

)

 

(3,464

)

Lease expirations

 

 

(1,506

)

 

(3,288

)

 

(1,850

)

 

 



 



 



 

Balance at end of year

 

$

503,874

 

$

473,567

 

$

474,254

 

 

 



 



 



 

 

Accumulated depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

129,322

 

$

122,465

 

$

116,089

 

Depreciation and amortization expense

 

 

10,679

 

 

11,576

 

 

9,448

 

Sales and condemnations

 

 

(1,826

)

 

(1,431

)

 

(1,222

)

Lease expirations

 

 

(1,506

)

 

(3,288

)

 

(1,850

)

 

 



 



 



 

Balance at end of year

 

$

136,669

 

$

129,322

 

$

122,465

 

 

 



 



 



 

          We are not aware of any material liens or encumbrances on any of our properties.

86


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Initial Cost
of Leasehold
or Acquisition
Investment to
Company (1)

 

Cost
Capitalized
Subsequent
to Initial
Investment

 

Land

 

Gross Amount at
Which Carried at
Close of Period
Building and
Improvements

 

Total

 

Accumulated
Depreciation

 

Date of
Initial
Leasehold or
Acquisition
Investment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BROOKLYN, NY

 

$

282,104

 

$

301,052

 

$

176,292

 

$

406,864

 

$

583,156

 

$

372,670

 

 

1967

 

JAMAICA, NY

 

 

12,000

 

 

295,750

 

 

12,000

 

 

295,750

 

 

307,750

 

 

220,893

 

 

1970

 

REGO PARK, NY

 

 

33,745

 

 

281,380

 

 

23,000

 

 

292,125

 

 

315,125

 

 

249,086

 

 

1974

 

BROOKLYN, NY

 

 

74,808

 

 

125,120

 

 

30,694

 

 

169,234

 

 

199,928

 

 

165,328

 

 

1967

 

BRONX, NY

 

 

60,000

 

 

353,955

 

 

60,800

 

 

353,155

 

 

413,955

 

 

291,186

 

 

1965

 

CORONA, NY

 

 

114,247

 

 

300,172

 

 

112,800

 

 

301,619

 

 

414,419

 

 

230,641

 

 

1965

 

OCEANSIDE, NY

 

 

40,378

 

 

169,929

 

 

40,000

 

 

170,307

 

 

210,307

 

 

141,447

 

 

1970

 

BLUEPOINT, NY

 

 

96,163

 

 

118,524

 

 

96,068

 

 

118,619

 

 

214,687

 

 

116,418

 

 

1972

 

BRENTWOOD, NY

 

 

253,058

 

 

84,485

 

 

125,000

 

 

212,543

 

 

337,543

 

 

210,879

 

 

1968

 

BAY SHORE, NY

 

 

47,685

 

 

289,972

 

 

0

 

 

337,657

 

 

337,657

 

 

337,232

 

 

1969

 

WHITE PLAINS, NY

 

 

0

 

 

527,925

 

 

302,607

 

 

225,318

 

 

527,925

 

 

127,439

 

 

1972

 

PELHAM MANOR, NY

 

 

127,304

 

 

85,087

 

 

75,800

 

 

136,591

 

 

212,391

 

 

130,613

 

 

1972

 

BRONX, NY

 

 

0

 

 

309,235

 

 

176,558

 

 

132,677

 

 

309,235

 

 

86,961

 

 

1971

 

BRONX, NY

 

 

0

 

 

293,507

 

 

0

 

 

293,507

 

 

293,507

 

 

293,507

 

 

1972

 

BROOKLYN, NY

 

 

0

 

 

365,767

 

 

0

 

 

365,767

 

 

365,767

 

 

364,264

 

 

1970

 

POUGHKEEPSIE, NY

 

 

32,885

 

 

168,354

 

 

35,904

 

 

165,335

 

 

201,239

 

 

160,754

 

 

1971

 

WAPPINGERS FALLS, NY

 

 

114,185

 

 

159,162

 

 

111,785

 

 

161,562

 

 

273,347

 

 

157,257

 

 

1971

 

STONY POINT, NY

 

 

59,329

 

 

203,448

 

 

55,800

 

 

206,977

 

 

262,777

 

 

206,942

 

 

1971

 

KINGSTON, NY

 

 

29,010

 

 

159,986

 

 

12,721

 

 

176,275

 

 

188,996

 

 

174,808

 

 

1972

 

LAGRANGEVILLE, NY

 

 

129,133

 

 

101,140

 

 

64,626

 

 

165,647

 

 

230,273

 

 

164,522

 

 

1972

 

BRONX, NY

 

 

128,419

 

 

221,197

 

 

100,681

 

 

248,935

 

 

349,616

 

 

209,457

 

 

1972

 

STATEN ISLAND, NY

 

 

40,598

 

 

256,262

 

 

26,050

 

 

270,810

 

 

296,860

 

 

213,823

 

 

1973

 

BRONX, NY

 

 

141,322

 

 

141,909

 

 

86,800

 

 

196,431

 

 

283,231

 

 

189,474

 

 

1972

 

NEW YORK, NY

 

 

125,923

 

 

168,772

 

 

78,125

 

 

216,570

 

 

294,695

 

 

214,696

 

 

1972

 

MIDDLE VILLAGE, NY

 

 

130,684

 

 

73,741

 

 

89,960

 

 

114,465

 

 

204,425

 

 

110,305

 

 

1972

 

BROOKLYN, NY

 

 

100,000

 

 

254,503

 

 

66,890

 

 

287,613

 

 

354,503

 

 

251,641

 

 

1972

 

BROOKLYN, NY

 

 

135,693

 

 

91,946

 

 

100,035

 

 

127,604

 

 

227,639

 

 

110,972

 

 

1972

 

BROOKLYN, NY

 

 

147,795

 

 

228,379

 

 

103,815

 

 

272,359

 

 

376,174

 

 

241,697

 

 

1972

 

STATEN ISLAND, NY

 

 

101,033

 

 

371,591

 

 

75,650

 

 

396,974

 

 

472,624

 

 

304,088

 

 

1972

 

STATEN ISLAND, NY

 

 

25,000

 

 

325,918

 

 

0

 

 

350,918

 

 

350,918

 

 

350,918

 

 

1972

 

BRONX, NY

 

 

543,833

 

 

693,438

 

 

473,695

 

 

763,576

 

 

1,237,271

 

 

758,424

 

 

1970

 

BRONX, NY

 

 

90,176

 

 

183,197

 

 

40,176

 

 

233,197

 

 

273,373

 

 

207,493

 

 

1976

 

BRONX, NY

 

 

45,044

 

 

196,956

 

 

10,044

 

 

231,956

 

 

242,000

 

 

209,573

 

 

1976

 

BRONX, NY

 

 

128,049

 

 

315,917

 

 

83,849

 

 

360,117

 

 

443,966

 

 

280,785

 

 

1972

 

BRONX, NY

 

 

130,396

 

 

184,222

 

 

90,396

 

 

224,222

 

 

314,618

 

 

214,621

 

 

1972

 

BRONX, NY

 

 

118,025

 

 

290,298

 

 

73,025

 

 

335,298

 

 

408,323

 

 

294,627

 

 

1972

 

BRONX, NY

 

 

70,132

 

 

322,265

 

 

30,132

 

 

362,265

 

 

392,397

 

 

287,812

 

 

1972

 

BRONX, NY

 

 

78,168

 

 

450,267

 

 

65,680

 

 

462,755

 

 

528,435

 

 

378,580

 

 

1972

 

BRONX, NY

 

 

69,150

 

 

300,279

 

 

34,150

 

 

335,279

 

 

369,429

 

 

273,112

 

 

1972

 

YONKERS, NY

 

 

291,348

 

 

170,478

 

 

216,348

 

 

245,478

 

 

461,826

 

 

231,088

 

 

1972

 

SLEEPY HOLLOW, NY

 

 

280,825

 

 

102,486

 

 

129,744

 

 

253,567

 

 

383,311

 

 

247,803

 

 

1969

 

OLD BRIDGE, NJ

 

 

85,617

 

 

109,980

 

 

56,190

 

 

139,407

 

 

195,597

 

 

139,137

 

 

1972

 

BREWSTER, NY

 

 

117,603

 

 

78,076

 

 

72,403

 

 

123,276

 

 

195,679

 

 

118,832

 

 

1972

 

FLUSHING, NY

 

 

118,309

 

 

280,435

 

 

78,309

 

 

320,435

 

 

398,744

 

 

248,372

 

 

1973

 

BRONX, NY

 

 

0

 

 

278,517

 

 

0

 

 

278,517

 

 

278,517

 

 

243,120

 

 

1976

 

STATEN ISLAND, NY

 

 

173,667

 

 

133,198

 

 

113,369

 

 

193,496

 

 

306,865

 

 

183,514

 

 

1976

 

BRIARCLIFF MANOR, NY

 

 

652,213

 

 

103,753

 

 

501,687

 

 

254,279

 

 

755,966

 

 

244,336

 

 

1976

 

BRONX, NY

 

 

95,328

 

 

102,639

 

 

73,750

 

 

124,217

 

 

197,967

 

 

120,677

 

 

1976

 

BRONX, NY

 

 

88,865

 

 

193,679

 

 

63,315

 

 

219,229

 

 

282,544

 

 

218,236

 

 

1976

 

NEW YORK, NY

 

 

106,363

 

 

103,035

 

 

79,275

 

 

130,123

 

 

209,398

 

 

128,015

 

 

1976

 

NEW YORK, NY

 

 

146,159

 

 

407,286

 

 

43,461

 

 

509,984

 

 

553,445

 

 

410,723

 

 

1976

 

GLENDALE, NY

 

 

124,438

 

 

287,907

 

 

86,160

 

 

326,185

 

 

412,345

 

 

281,583

 

 

1976

 

OZONE PARK, NY

 

 

57,289

 

 

331,799

 

 

44,715

 

 

344,373

 

 

389,088

 

 

299,924

 

 

1976

 

LONG ISLAND CITY, NY

 

 

106,592

 

 

151,819

 

 

73,260

 

 

185,151

 

 

258,411

 

 

169,016

 

 

1976

 

RIDGE, NY

 

 

276,942

 

 

73,821

 

 

200,000

 

 

150,763

 

 

350,763

 

 

132,752

 

 

1977

 

NEW CITY, NY

 

 

180,979

 

 

100,597

 

 

109,025

 

 

172,551

 

 

281,576

 

 

172,312

 

 

1978

 

W. HAVERSTRAW, NY

 

 

194,181

 

 

38,141

 

 

140,000

 

 

92,322

 

 

232,322

 

 

89,998

 

 

1978

 

STATEN ISLAND, NY

 

 

0

 

 

271,332

 

 

0

 

 

271,332

 

 

271,332

 

 

271,334

 

 

1978

 

BROOKLYN, NY

 

 

74,928

 

 

250,382

 

 

44,957

 

 

280,353

 

 

325,310

 

 

222,546

 

 

1978

 

RONKONKOMA, NY

 

 

76,478

 

 

208,121

 

 

46,057

 

 

238,542

 

 

284,599

 

 

234,859

 

 

1978

 

STONY BROOK, NY

 

 

175,921

 

 

44,529

 

 

105,000

 

 

115,450

 

 

220,450

 

 

114,868

 

 

1978

 

MILLER PLACE, NY

 

 

110,000

 

 

103,160

 

 

66,000

 

 

147,160

 

 

213,160

 

 

146,205

 

 

1978

 

LAKE RONKONKOMA, NY

 

 

87,097

 

 

156,576

 

 

51,000

 

 

192,673

 

 

243,673

 

 

191,078

 

 

1978

 

E. PATCHOGUE, NY

 

 

57,049

 

 

210,390

 

 

34,213

 

 

233,226

 

 

267,439

 

 

232,540

 

 

1978

 

AMITYVILLE, NY

 

 

70,246

 

 

139,953

 

 

42,148

 

 

168,051

 

 

210,199

 

 

168,051

 

 

1978

 

BETHPAGE, NY

 

 

210,990

 

 

38,356

 

 

126,000

 

 

123,346

 

 

249,346

 

 

122,985

 

 

1978

 

HUNTINGTON STATION, NY

 

 

140,735

 

 

52,045

 

 

84,000

 

 

108,780

 

 

192,780

 

 

108,702

 

 

1978

 

BALDWIN, NY

 

 

101,952

 

 

106,328

 

 

61,552

 

 

146,728

 

 

208,280

 

 

125,641

 

 

1978

 

ELMONT, NY

 

 

388,848

 

 

114,933

 

 

231,000

 

 

272,781

 

 

503,781

 

 

242,996

 

 

1978

 

NORTH BABYLON, NY

 

 

91,888

 

 

117,066

 

 

59,059

 

 

149,895

 

 

208,954

 

 

148,060

 

 

1978

 

CENTRAL ISLIP, NY

 

 

103,183

 

 

151,449

 

 

61,435

 

 

193,197

 

 

254,632

 

 

193,197

 

 

1978

 

WHITE PLAINS, NY

 

 

120,393

 

 

67,315

 

 

0

 

 

187,708

 

 

187,708

 

 

187,708

 

 

1979

 

STATEN ISLAND, NY

 

 

0

 

 

222,525

 

 

0

 

 

222,525

 

 

222,525

 

 

222,525

 

 

1981

 

BROOKLYN, NY

 

 

116,328

 

 

232,254

 

 

75,000

 

 

273,582

 

 

348,582

 

 

268,060

 

 

1980

 

LONG ISLAND CITY, NY

 

 

191,420

 

 

390,783

 

 

116,554

 

 

465,649

 

 

582,203

 

 

352,385

 

 

1981

 

BAY SHORE, NY

 

 

156,382

 

 

123,032

 

 

85,854

 

 

193,560

 

 

279,414

 

 

191,476

 

 

1981

 

BRISTOL, CT

 

 

108,808

 

 

81,684

 

 

44,000

 

 

146,492

 

 

190,492

 

 

144,412

 

 

1982

 

CROMWELL, CT

 

 

70,017

 

 

183,119

 

 

24,000

 

 

229,136

 

 

253,136

 

 

229,136

 

 

1982

 

EAST HARTFORD, CT

 

 

208,004

 

 

60,493

 

 

84,000

 

 

184,497

 

 

268,497

 

 

184,440

 

 

1982

 

FRANKLIN, CT

 

 

50,904

 

 

168,470

 

 

20,232

 

 

199,142

 

 

219,374

 

 

198,684

 

 

1982

 

MANCHESTER, CT

 

 

65,590

 

 

156,628

 

 

64,750

 

 

157,468

 

 

222,218

 

 

157,082

 

 

1982

 

MERIDEN, CT

 

 

207,873

 

 

39,829

 

 

84,000

 

 

163,702

 

 

247,702

 

 

163,335

 

 

1982

 

NEW MILFORD, CT

 

 

113,947

 

 

121,174

 

 

0

 

 

235,121

 

 

235,121

 

 

233,506

 

 

1982

 

NORWALK, CT

 

 

257,308

 

 

128,940

 

 

104,000

 

 

282,248

 

 

386,248

 

 

281,771

 

 

1982

 

SOUTHINGTON, CT

 

 

115,750

 

 

158,561

 

 

70,750

 

 

203,561

 

 

274,311

 

 

203,086

 

 

1982

 

TERRYVILLE, CT

 

 

182,308

 

 

98,911

 

 

74,000

 

 

207,219

 

 

281,219

 

 

207,115

 

 

1982

 

TOLLAND, CT

 

 

107,902

 

 

100,178

 

 

44,000

 

 

164,080

 

 

208,080

 

 

162,050

 

 

1982

 

WATERFORD, CT

 

 

76,981

 

 

133,059

 

 

0

 

 

210,040

 

 

210,040

 

 

205,914

 

 

1982

 

WEST HAVEN, CT

 

 

185,138

 

 

48,619

 

 

74,000

 

 

159,757

 

 

233,757

 

 

158,374

 

 

1982

 

AGAWAM, MA

 

 

65,000

 

 

120,665

 

 

0

 

 

185,665

 

 

185,665

 

 

184,608

 

 

1982

 

GRANBY, MA

 

 

58,804

 

 

232,477

 

 

24,000

 

 

267,281

 

 

291,281

 

 

217,247

 

 

1982

 

HADLEY, MA

 

 

119,276

 

 

68,748

 

 

36,080

 

 

151,944

 

 

188,024

 

 

148,960

 

 

1982

 

PITTSFIELD, MA

 

 

97,153

 

 

87,874

 

 

40,000

 

 

145,027

 

 

185,027

 

 

145,027

 

 

1982

 

PITTSFIELD, MA

 

 

123,167

 

 

118,273

 

 

50,000

 

 

191,440

 

 

241,440

 

 

190,902

 

 

1982

 

SOUTH HADLEY, MA

 

 

232,445

 

 

54,351

 

 

90,000

 

 

196,796

 

 

286,796

 

 

193,084

 

 

1982

 

SPRINGFIELD, MA

 

 

139,373

 

 

239,713

 

 

50,000

 

 

329,086

 

 

379,086

 

 

260,748

 

 

1983

 

SPRINGFIELD, MA

 

 

0

 

 

239,087

 

 

0

 

 

239,087

 

 

239,087

 

 

194,090

 

 

1984

 

WESTFIELD, MA

 

 

123,323

 

 

96,093

 

 

50,000

 

 

169,416

 

 

219,416

 

 

167,009

 

 

1982

 

OSSINING, NY

 

 

140,992

 

 

104,761

 

 

97,527

 

 

148,226

 

 

245,753

 

 

143,576

 

 

1982

 

FREEHOLD, NJ

 

 

494,275

 

 

68,507

 

 

402,834

 

 

159,948

 

 

562,782

 

 

94,590

 

 

1978

 

HOWELL, NJ

 

 

9,750

 

 

174,857

 

 

0

 

 

184,607

 

 

184,607

 

 

184,257

 

 

1978

 

LAKEWOOD, NJ

 

 

130,148

 

 

77,265

 

 

70,148

 

 

137,265

 

 

207,413

 

 

136,858

 

 

1978

 

NORTH PLAINFIELD, NJ

 

 

227,190

 

 

239,709

 

 

175,000

 

 

291,899

 

 

466,899

 

 

285,546

 

 

1978

 

SOUTH AMBOY, NJ

 

 

299,678

 

 

94,088

 

 

178,950

 

 

214,816

 

 

393,766

 

 

213,777

 

 

1978

 

GLEN HEAD, NY

 

 

234,395

 

 

192,295

 

 

102,645

 

 

324,045

 

 

426,690

 

 

324,045

 

 

1982

 

NEW ROCHELLE, NY

 

 

188,932

 

 

34,649

 

 

103,932

 

 

119,649

 

 

223,581

 

 

119,320

 

 

1982

 

ELMONT, NY

 

 

108,348

 

 

85,793

 

 

64,290

 

 

129,851

 

 

194,141

 

 

100,390

 

 

1982

 

MERIDEN, CT

 

 

126,188

 

 

106,805

 

 

72,344

 

 

160,649

 

 

232,993

 

 

159,095

 

 

1982

 



87




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Initial Cost
of Leasehold
or Acquisition
Investment to
Company (1)

 

Cost
Capitalized
Subsequent
to Initial
Investment

 

Land

 

Gross Amount at
Which Carried at
Close of Period
Building and
Improvements

 

Total

 

Accumulated
Depreciation

 

Date of
Initial
Leasehold or
Acquisition
Investment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLAINVILLE, CT

 

$

80,000

 

$

290,433

 

$

0

 

$

370,433

 

$

370,433

 

$

338,333

 

 

1983

 

FRANKLIN SQUARE, NY

 

 

152,572

 

 

121,756

 

 

137,315

 

 

137,013

 

 

274,328

 

 

98,722

 

 

1978

 

SEAFORD, NY

 

 

32,000

 

 

157,665

 

 

0

 

 

189,665

 

 

189,665

 

 

172,250

 

 

1978

 

BROOKLYN, NY

 

 

276,831

 

 

376,706

 

 

168,423

 

 

485,114

 

 

653,537

 

 

377,249

 

 

1978

 

NEW HAVEN, CT

 

 

1,412,860

 

 

56,420

 

 

898,470

 

 

570,810

 

 

1,469,280

 

 

302,425

 

 

1985

 

BRISTOL, CT

 

 

359,906

 

 

0

 

 

0

 

 

359,906

 

 

359,906

 

 

185,954

 

 

2004

 

BRISTOL, CT

 

 

1,594,129

 

 

0

 

 

1,036,184

 

 

557,945

 

 

1,594,129

 

 

115,310

 

 

2004

 

BRISTOL, CT

 

 

253,639

 

 

0

 

 

149,553

 

 

104,086

 

 

253,639

 

 

21,509

 

 

2004

 

BRISTOL, CT

 

 

365,028

 

 

0

 

 

237,268

 

 

127,760

 

 

365,028

 

 

26,402

 

 

2004

 

COBALT, CT

 

 

395,683

 

 

0

 

 

0

 

 

395,683

 

 

395,683

 

 

204,435

 

 

2004

 

DURHAM, CT

 

 

993,909

 

 

0

 

 

0

 

 

993,909

 

 

993,909

 

 

513,520

 

 

2004

 

ELLINGTON, CT

 

 

1,294,889

 

 

0

 

 

841,678

 

 

453,211

 

 

1,294,889

 

 

93,661

 

 

2004

 

ENFIELD, CT

 

 

259,881

 

 

0

 

 

0

 

 

259,881

 

 

259,881

 

 

157,966

 

 

2004

 

FARMINGTON, CT

 

 

466,271

 

 

0

 

 

303,076

 

 

163,195

 

 

466,271

 

 

33,728

 

 

2004

 

HARTFORD, CT

 

 

664,966

 

 

0

 

 

432,228

 

 

232,738

 

 

664,966

 

 

48,102

 

 

2004

 

HARTFORD, CT

 

 

570,898

 

 

0

 

 

371,084

 

 

199,814

 

 

570,898

 

 

41,297

 

 

2004

 

MERIDEN, CT

 

 

1,531,772

 

 

0

 

 

989,165

 

 

542,607

 

 

1,531,772

 

 

115,232

 

 

2004

 

MIDDLETOWN, CT

 

 

1,038,592

 

 

0

 

 

675,085

 

 

363,507

 

 

1,038,592

 

 

75,123

 

 

2004

 

NEW BRITAIN, CT

 

 

390,497

 

 

0

 

 

253,823

 

 

136,674

 

 

390,497

 

 

28,246

 

 

2004

 

NEWINGTON, CT

 

 

953,512

 

 

0

 

 

619,783

 

 

333,729

 

 

953,512

 

 

68,970

 

 

2004

 

NORTH HAVEN, CT

 

 

405,389

 

 

0

 

 

251,985

 

 

153,404

 

 

405,389

 

 

40,249

 

 

2004

 

PLAINVILLE, CT

 

 

544,503

 

 

0

 

 

353,927

 

 

190,576

 

 

544,503

 

 

39,386

 

 

2004

 

PLYMOUTH, CT

 

 

930,885

 

 

0

 

 

605,075

 

 

325,810

 

 

930,885

 

 

67,332

 

 

2004

 

SOUTH WINDHAM, CT

 

 

644,141

 

 

1,397,938

 

 

598,394

 

 

1,443,685

 

 

2,042,079

 

 

144,051

 

 

2004

 

SOUTH WINDSOR, CT

 

 

544,857

 

 

0

 

 

336,737

 

 

208,120

 

 

544,857

 

 

64,274

 

 

2004

 

SUFFIELD, CT

 

 

237,401

 

 

602,635

 

 

200,878

 

 

639,158

 

 

840,036

 

 

232,644

 

 

2004

 

VERNON, CT

 

 

1,434,223

 

 

0

 

 

0

 

 

1,434,223

 

 

1,434,223

 

 

741,014

 

 

2004

 

WALLINGFORD, CT

 

 

550,553

 

 

0

 

 

334,901

 

 

215,652

 

 

550,553

 

 

55,516

 

 

2004

 

WATERBURY, CT

 

 

804,040

 

 

0

 

 

516,387

 

 

287,653

 

 

804,040

 

 

65,095

 

 

2004

 

WATERBURY, CT

 

 

515,172

 

 

0

 

 

334,862

 

 

180,310

 

 

515,172

 

 

37,262

 

 

2004

 

WATERBURY, CT

 

 

468,469

 

 

0

 

 

304,505

 

 

163,964

 

 

468,469

 

 

33,888

 

 

2004

 

WATERTOWN, CT

 

 

924,586

 

 

0

 

 

566,986

 

 

357,600

 

 

924,586

 

 

115,395

 

 

2004

 

WETHERSFIELD, CT

 

 

446,610

 

 

0

 

 

0

 

 

446,610

 

 

446,610

 

 

230,749

 

 

2004

 

WEST HAVEN, CT

 

 

1,214,831

 

 

0

 

 

789,640

 

 

425,191

 

 

1,214,831

 

 

87,875

 

 

2004

 

WESTBROOK, CT

 

 

344,881

 

 

0

 

 

0

 

 

344,881

 

 

344,881

 

 

178,188

 

 

2004

 

WILLIMANTIC, CT

 

 

716,782

 

 

0

 

 

465,908

 

 

250,874

 

 

716,782

 

 

51,848

 

 

2004

 

WINDSOR, CT

 

 

1,042,081

 

 

0

 

 

669,804

 

 

372,277

 

 

1,042,081

 

 

192,345

 

 

2004

 

WINDSOR LOCKS, CT

 

 

1,433,330

 

 

0

 

 

0

 

 

1,433,330

 

 

1,433,330

 

 

740,554

 

 

2004

 

WINDSOR LOCKS, CT

 

 

360,664

 

 

0

 

 

0

 

 

360,664

 

 

360,664

 

 

74,540

 

 

2004

 

BLOOMFIELD, CT

 

 

141,452

 

 

54,786

 

 

90,000

 

 

106,238

 

 

196,238

 

 

103,807

 

 

1986

 

SIMSBURY, CT

 

 

317,704

 

 

144,637

 

 

206,700

 

 

255,641

 

 

462,341

 

 

195,906

 

 

1985

 

RIDGEFIELD, CT

 

 

535,140

 

 

33,590

 

 

347,900

 

 

220,830

 

 

568,730

 

 

122,288

 

 

1985

 

BRIDGEPORT, CT

 

 

349,500

 

 

56,209

 

 

227,600

 

 

178,109

 

 

405,709

 

 

113,357

 

 

1985

 

NORWALK, CT

 

 

510,760

 

 

209,820

 

 

332,200

 

 

388,380

 

 

720,580

 

 

258,459

 

 

1985

 

BRIDGEPORT, CT

 

 

313,400

 

 

20,303

 

 

204,100

 

 

129,603

 

 

333,703

 

 

71,986

 

 

1985

 

STAMFORD, CT

 

 

506,860

 

 

15,635

 

 

329,700

 

 

192,795

 

 

522,495

 

 

99,846

 

 

1985

 

BRIDGEPORT, CT

 

 

245,100

 

 

20,652

 

 

159,600

 

 

106,152

 

 

265,752

 

 

60,930

 

 

1985

 

BRIDGEPORT, CT

 

 

313,400

 

 

24,314

 

 

204,100

 

 

133,614

 

 

337,714

 

 

75,832

 

 

1985

 

BRIDGEPORT, CT

 

 

377,600

 

 

83,549

 

 

245,900

 

 

215,249

 

 

461,149

 

 

146,327

 

 

1985

 

BRIDGEPORT, CT

 

 

526,775

 

 

63,505

 

 

342,700

 

 

247,580

 

 

590,280

 

 

151,300

 

 

1985

 

BRIDGEPORT, CT

 

 

338,415

 

 

27,786

 

 

219,800

 

 

146,401

 

 

366,201

 

 

82,955

 

 

1985

 

NEW HAVEN, CT

 

 

538,400

 

 

176,230

 

 

350,600

 

 

364,030

 

 

714,630

 

 

265,749

 

 

1985

 

DARIEN, CT

 

 

667,180

 

 

26,061

 

 

434,300

 

 

258,941

 

 

693,241

 

 

136,480

 

 

1985

 

WESTPORT, CT

 

 

603,260

 

 

23,070

 

 

392,500

 

 

233,830

 

 

626,330

 

 

120,149

 

 

1985

 

STAMFORD, CT

 

 

603,260

 

 

112,305

 

 

392,500

 

 

323,065

 

 

715,565

 

 

210,644

 

 

1985

 

STAMFORD, CT

 

 

506,580

 

 

40,429

 

 

329,700

 

 

217,309

 

 

547,009

 

 

123,159

 

 

1985

 

STRATFORD, CT

 

 

301,300

 

 

70,735

 

 

196,200

 

 

175,835

 

 

372,035

 

 

120,250

 

 

1985

 

STRATFORD, CT

 

 

285,200

 

 

14,728

 

 

185,700

 

 

114,228

 

 

299,928

 

 

61,763

 

 

1985

 

CHESHIRE, CT

 

 

490,200

 

 

19,050

 

 

319,200

 

 

190,050

 

 

509,250

 

 

100,561

 

 

1985

 

MILFORD, CT

 

 

293,512

 

 

43,846

 

 

191,000

 

 

146,358

 

 

337,358

 

 

90,711

 

 

1985

 

FAIRFIELD, CT

 

 

430,000

 

 

13,631

 

 

280,000

 

 

163,631

 

 

443,631

 

 

83,910

 

 

1985

 

NORWALK, CT

 

 

0

 

 

619,018

 

 

401,996

 

 

217,022

 

 

619,018

 

 

36,230

 

 

1988

 

HARTFORD, CT

 

 

233,000

 

 

32,563

 

 

151,700

 

 

113,863

 

 

265,563

 

 

70,402

 

 

1985

 

NEW HAVEN, CT

 

 

217,000

 

 

23,889

 

 

141,300

 

 

99,589

 

 

240,889

 

 

59,274

 

 

1985

 

RIDGEFIELD, CT

 

 

401,630

 

 

47,610

 

 

166,861

 

 

282,379

 

 

449,240

 

 

277,774

 

 

1985

 

BRIDGEPORT, CT

 

 

346,442

 

 

16,990

 

 

230,000

 

 

133,432

 

 

363,432

 

 

132,159

 

 

1985

 

WILTON, CT

 

 

518,881

 

 

71,425

 

 

337,500

 

 

252,806

 

 

590,306

 

 

154,446

 

 

1985

 

MIDDLETOWN, CT

 

 

133,022

 

 

86,915

 

 

131,312

 

 

88,625

 

 

219,937

 

 

88,625

 

 

1987

 

EAST HARTFORD, CT

 

 

555,826

 

 

13,797

 

 

301,322

 

 

268,301

 

 

569,623

 

 

92,648

 

 

1991

 

WATERTOWN, CT

 

 

351,771

 

 

58,812

 

 

204,027

 

 

206,556

 

 

410,583

 

 

117,379

 

 

1992

 

AVON, CT

 

 

730,886

 

 

0

 

 

402,949

 

 

327,937

 

 

730,886

 

 

111,494

 

 

2002

 

WILMINGTON, DE

 

 

309,300

 

 

67,834

 

 

201,400

 

 

175,734

 

 

377,134

 

 

118,194

 

 

1985

 

ST. GEORGES, DE

 

 

442,014

 

 

218,906

 

 

324,725

 

 

336,195

 

 

660,920

 

 

301,427

 

 

1985

 

WILMINGTON, DE

 

 

313,400

 

 

103,748

 

 

204,100

 

 

213,048

 

 

417,148

 

 

146,061

 

 

1985

 

WILMINGTON, DE

 

 

381,700

 

 

156,704

 

 

248,600

 

 

289,804

 

 

538,404

 

 

196,254

 

 

1985

 

CLAYMONT, DE

 

 

237,200

 

 

30,878

 

 

151,700

 

 

116,378

 

 

268,078

 

 

73,402

 

 

1985

 

NEWARK, DE

 

 

405,800

 

 

35,844

 

 

264,300

 

 

177,344

 

 

441,644

 

 

102,647

 

 

1985

 

WILMINGTON, DE

 

 

369,600

 

 

38,077

 

 

240,700

 

 

166,977

 

 

407,677

 

 

98,578

 

 

1985

 

WILMINGTON, DE

 

 

446,000

 

 

33,323

 

 

290,400

 

 

188,923

 

 

479,323

 

 

107,146

 

 

1985

 

WILMINGTON, DE

 

 

337,500

 

 

21,971

 

 

219,800

 

 

139,671

 

 

359,471

 

 

77,613

 

 

1985

 

LEWISTON, ME

 

 

341,900

 

 

89,500

 

 

222,400

 

 

209,000

 

 

431,400

 

 

146,361

 

 

1985

 

PORTLAND, ME

 

 

325,400

 

 

42,652

 

 

211,900

 

 

156,152

 

 

368,052

 

 

96,727

 

 

1985

 

BIDDEFORD, ME

 

 

618,100

 

 

8,009

 

 

235,000

 

 

391,109

 

 

626,109

 

 

391,109

 

 

1985

 

SACO, ME

 

 

204,006

 

 

37,173

 

 

150,694

 

 

90,485

 

 

241,179

 

 

90,485

 

 

1986

 

SANFORD, ME

 

 

265,523

 

 

9,178

 

 

201,316

 

 

73,385

 

 

274,701

 

 

73,385

 

 

1986

 

WESTBROOK, ME

 

 

93,345

 

 

193,654

 

 

50,431

 

 

236,568

 

 

286,999

 

 

202,561

 

 

1986

 

WISCASSET, ME

 

 

156,587

 

 

33,455

 

 

90,837

 

 

99,205

 

 

190,042

 

 

99,205

 

 

1986

 

SOUTH PORTLAND, ME

 

 

180,689

 

 

84,980

 

 

110,689

 

 

154,980

 

 

265,669

 

 

154,980

 

 

1986

 

LEWISTON, ME

 

 

180,338

 

 

62,629

 

 

101,338

 

 

141,629

 

 

242,967

 

 

140,005

 

 

1986

 

N. WINDHAM, ME

 

 

161,365

 

 

53,923

 

 

86,365

 

 

128,923

 

 

215,288

 

 

128,923

 

 

1986

 

AUGUSTA, ME

 

 

482,859

 

 

68,242

 

 

276,678

 

 

274,423

 

 

551,101

 

 

72,123

 

 

1991

 

BELTSVILLE, MD

 

 

1,130,024

 

 

0

 

 

1,130,024

 

 

0

 

 

1,130,024

 

 

0

 

 

2009

 

BELTSVILLE, MD

 

 

730,521

 

 

0

 

 

730,521

 

 

0

 

 

730,521

 

 

0

 

 

2009

 

BELTSVILLE, MD

 

 

525,062

 

 

0

 

 

525,062

 

 

0

 

 

525,062

 

 

0

 

 

2009

 

BELTSVILLE, MD

 

 

1,050,123

 

 

0

 

 

1,050,123

 

 

0

 

 

1,050,123

 

 

0

 

 

2009

 

BLADENSBURG, MD

 

 

570,719

 

 

0

 

 

570,719

 

 

0

 

 

570,719

 

 

0

 

 

2009

 

BOWIE, MD

 

 

1,084,367

 

 

0

 

 

1,084,367

 

 

0

 

 

1,084,367

 

 

0

 

 

2009

 

CAPITOL HEIGHTS, MD

 

 

627,791

 

 

0

 

 

627,791

 

 

0

 

 

627,791

 

 

0

 

 

2009

 

CLINTON, MD

 

 

650,620

 

 

0

 

 

650,620

 

 

0

 

 

650,620

 

 

0

 

 

2009

 

COLLEGE PARK, MD

 

 

536,476

 

 

0

 

 

536,476

 

 

0

 

 

536,476

 

 

0

 

 

2009

 

COLLEGE PARK, MD

 

 

445,161

 

 

0

 

 

445,161

 

 

0

 

 

445,161

 

 

0

 

 

2009

 

DISTRICT HEIGHTS, MD

 

 

479,404

 

 

0

 

 

479,404

 

 

0

 

 

479,404

 

 

0

 

 

2009

 

DISTRICT HEIGHTS, MD

 

 

388,089

 

 

0

 

 

388,089

 

 

0

 

 

388,089

 

 

0

 

 

2009

 

FORESTVILLE, MD

 

 

1,038,709

 

 

0

 

 

1,038,709

 

 

0

 

 

1,038,709

 

 

0

 

 

2009

 

FORT WASHINGTON, MD

 

 

422,332

 

 

0

 

 

422,332

 

 

0

 

 

422,332

 

 

0

 

 

2009

 

GREENBELT, MD

 

 

1,152,853

 

 

0

 

 

1,152,853

 

 

0

 

 

1,152,853

 

 

0

 

 

2009

 

HYATTSVILLE, MD

 

 

490,819

 

 

0

 

 

490,819

 

 

0

 

 

490,819

 

 

0

 

 

2009

 

HYATTSVILLE, MD

 

 

593,548

 

 

0

 

 

593,548

 

 

0

 

 

593,548

 

 

0

 

 

2009

 

LANDOVER, MD

 

 

753,349

 

 

0

 

 

753,349

 

 

0

 

 

753,349

 

 

0

 

 

2009

 

LANDOVER, MD

 

 

662,034

 

 

0

 

 

662,034

 

 

0

 

 

662,034

 

 

0

 

 

2009

 

LANDOVER HILLS, MD

 

 

1,358,312

 

 

0

 

 

1,358,312

 

 

0

 

 

1,358,312

 

 

0

 

 

2009

 

LANDOVER HILLS, MD

 

 

456,575

 

 

0

 

 

456,575

 

 

0

 

 

456,575

 

 

0

 

 

2009

 

LANHAM, MD

 

 

821,836

 

 

0

 

 

821,836

 

 

0

 

 

821,836

 

 

0

 

 

2009

 

LAUREL, MD

 

 

2,522,579

 

 

0

 

 

2,522,579

 

 

0

 

 

2,522,579

 

 

0

 

 

2009

 

LAUREL, MD

 

 

1,415,384

 

 

0

 

 

1,415,384

 

 

0

 

 

1,415,384

 

 

0

 

 

2009

 

LAUREL, MD

 

 

1,529,528

 

 

0

 

 

1,529,528

 

 

0

 

 

1,529,528

 

 

0

 

 

2009

 



88




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Initial Cost
of Leasehold
or Acquisition
Investment to
Company (1)

 

Cost
Capitalized
Subsequent
to Initial
Investment

 

Land

 

Gross Amount at
Which Carried at
Close of Period
Building and
Improvements

 

Total

 

Accumulated
Depreciation

 

Date of
Initial
Leasehold or
Acquisition
Investment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LAUREL, MD

 

$

1,266,997

 

$

0

 

$

1,266,997

 

$

0

 

$

1,266,997

 

$

0

 

 

2009

 

LAUREL, MD

 

 

1,209,925

 

 

0

 

 

1,209,925

 

 

0

 

 

1,209,925

 

 

0

 

 

2009

 

LAUREL, MD

 

 

696,278

 

 

0

 

 

696,278

 

 

0

 

 

696,278

 

 

0

 

 

2009

 

OXON HILL, MD

 

 

1,255,582

 

 

0

 

 

1,255,582

 

 

0

 

 

1,255,582

 

 

0

 

 

2009

 

RIVERDALE, MD

 

 

787,593

 

 

0

 

 

787,593

 

 

0

 

 

787,593

 

 

0

 

 

2009

 

RIVERDALE, MD

 

 

582,134

 

 

0

 

 

582,134

 

 

0

 

 

582,134

 

 

0

 

 

2009

 

SEAT PLEASANT, MD

 

 

467,990

 

 

0

 

 

467,990

 

 

0

 

 

467,990

 

 

0

 

 

2009

 

SUITLAND, MD

 

 

376,675

 

 

0

 

 

376,675

 

 

0

 

 

376,675

 

 

0

 

 

2009

 

SUITLAND, MD

 

 

673,449

 

 

0

 

 

673,449

 

 

0

 

 

673,449

 

 

0

 

 

2009

 

TEMPLE HILLS, MD

 

 

331,017

 

 

0

 

 

331,017

 

 

0

 

 

331,017

 

 

0

 

 

2009

 

UPPER MARLBORO, MD

 

 

844,665

 

 

0

 

 

844,665

 

 

0

 

 

844,665

 

 

0

 

 

2009

 

BALTIMORE, MD

 

 

429,100

 

 

139,393

 

 

308,700

 

 

259,793

 

 

568,493

 

 

218,237

 

 

1985

 

RANDALLSTOWN, MD

 

 

590,600

 

 

33,594

 

 

384,600

 

 

239,594

 

 

624,194

 

 

131,788

 

 

1985

 

EMMITSBURG, MD

 

 

146,949

 

 

73,613

 

 

101,949

 

 

118,613

 

 

220,562

 

 

118,455

 

 

1986

 

MILFORD, MA

 

 

0

 

 

214,331

 

 

0

 

 

214,331

 

 

214,331

 

 

192,464

 

 

1985

 

AGAWAM, MA

 

 

209,555

 

 

63,621

 

 

136,000

 

 

137,176

 

 

273,176

 

 

98,617

 

 

1985

 

WESTFIELD, MA

 

 

289,580

 

 

38,615

 

 

188,400

 

 

139,795

 

 

328,195

 

 

86,661

 

 

1985

 

WEST ROXBURY, MA

 

 

490,200

 

 

23,134

 

 

319,200

 

 

194,134

 

 

513,334

 

 

101,899

 

 

1985

 

MAYNARD, MA

 

 

735,200

 

 

12,714

 

 

478,800

 

 

269,114

 

 

747,914

 

 

133,559

 

 

1985

 

GARDNER, MA

 

 

1,008,400

 

 

73,740

 

 

656,700

 

 

425,440

 

 

1,082,140

 

 

234,338

 

 

1985

 

STOUGHTON, MA

 

 

775,300

 

 

34,554

 

 

504,900

 

 

304,954

 

 

809,854

 

 

160,575

 

 

1985

 

ARLINGTON, MA

 

 

518,300

 

 

27,906

 

 

337,500

 

 

208,706

 

 

546,206

 

 

113,941

 

 

1985

 

METHUEN, MA

 

 

379,664

 

 

64,941

 

 

245,900

 

 

198,705

 

 

444,605

 

 

129,287

 

 

1985

 

BELMONT, MA

 

 

301,300

 

 

27,938

 

 

196,200

 

 

133,038

 

 

329,238

 

 

76,538

 

 

1985

 

RANDOLPH, MA

 

 

743,200

 

 

25,069

 

 

484,000

 

 

284,269

 

 

768,269

 

 

147,273

 

 

1985

 

ROCKLAND, MA

 

 

534,300

 

 

23,616

 

 

347,900

 

 

210,016

 

 

557,916

 

 

111,897

 

 

1985

 

WATERTOWN, MA

 

 

357,500

 

 

296,588

 

 

321,030

 

 

333,058

 

 

654,088

 

 

229,910

 

 

1985

 

WEYMOUTH, MA

 

 

643,297

 

 

36,516

 

 

418,600

 

 

261,213

 

 

679,813

 

 

139,635

 

 

1985

 

DEDHAM, MA

 

 

225,824

 

 

19,150

 

 

125,824

 

 

119,150

 

 

244,974

 

 

118,904

 

 

1987

 

HINGHAM, MA

 

 

352,606

 

 

22,484

 

 

242,520

 

 

132,570

 

 

375,090

 

 

131,650

 

 

1989

 

ASHLAND, MA

 

 

606,700

 

 

17,424

 

 

395,100

 

 

229,024

 

 

624,124

 

 

115,358

 

 

1985

 

WOBURN, MA

 

 

507,600

 

 

294,303

 

 

507,600

 

 

294,303

 

 

801,903

 

 

151,857

 

 

1985

 

BELMONT, MA

 

 

389,700

 

 

28,871

 

 

253,800

 

 

164,771

 

 

418,571

 

 

93,523

 

 

1985

 

HYDE PARK, MA

 

 

499,175

 

 

29,673

 

 

321,800

 

 

207,048

 

 

528,848

 

 

116,035

 

 

1985

 

EVERETT, MA

 

 

269,500

 

 

190,931

 

 

269,500

 

 

190,931

 

 

460,431

 

 

115,415

 

 

1985

 

PITTSFIELD, MA

 

 

281,200

 

 

51,100

 

 

183,100

 

 

149,200

 

 

332,300

 

 

149,200

 

 

1985

 

NORTH ATTLEBORO, MA

 

 

662,900

 

 

16,549

 

 

431,700

 

 

247,749

 

 

679,449

 

 

126,177

 

 

1985

 

WORCESTER, MA

 

 

497,642

 

 

67,806

 

 

321,800

 

 

243,648

 

 

565,448

 

 

153,054

 

 

1985

 

NEW BEDFORD, MA

 

 

522,300

 

 

18,274

 

 

340,100

 

 

200,474

 

 

540,574

 

 

104,595

 

 

1985

 

FALL RIVER, MA

 

 

859,800

 

 

24,423

 

 

559,900

 

 

324,323

 

 

884,223

 

 

166,109

 

 

1985

 

WORCESTER, MA

 

 

385,600

 

 

21,339

 

 

251,100

 

 

155,839

 

 

406,939

 

 

84,587

 

 

1985

 

WEBSTER, MA

 

 

1,012,400

 

 

67,645

 

 

659,300

 

 

420,745

 

 

1,080,045

 

 

233,100

 

 

1985

 

CLINTON, MA

 

 

586,600

 

 

52,725

 

 

382,000

 

 

257,325

 

 

639,325

 

 

147,896

 

 

1985

 

FOXBOROUGH, MA

 

 

426,593

 

 

34,403

 

 

325,000

 

 

135,996

 

 

460,996

 

 

131,559

 

 

1990

 

CLINTON, MA

 

 

385,600

 

 

95,698

 

 

251,100

 

 

230,198

 

 

481,298

 

 

157,549

 

 

1985

 

HYANNIS, MA

 

 

650,800

 

 

42,552

 

 

423,800

 

 

269,552

 

 

693,352

 

 

150,756

 

 

1985

 

HOLYOKE, MA

 

 

329,500

 

 

38,345

 

 

214,600

 

 

153,245

 

 

367,845

 

 

153,245

 

 

1985

 

NEWTON, MA

 

 

691,000

 

 

42,832

 

 

450,000

 

 

283,832

 

 

733,832

 

 

152,729

 

 

1985

 

FALMOUTH, MA

 

 

519,382

 

 

43,841

 

 

458,461

 

 

104,762

 

 

563,223

 

 

104,235

 

 

1988

 

METHUEN, MA

 

 

490,200

 

 

16,282

 

 

319,200

 

 

187,282

 

 

506,482

 

 

97,793

 

 

1985

 

ROCKLAND, MA

 

 

578,600

 

 

185,285

 

 

376,800

 

 

387,085

 

 

763,885

 

 

252,606

 

 

1985

 

FAIRHAVEN, MA

 

 

725,500

 

 

46,752

 

 

470,900

 

 

301,352

 

 

772,252

 

 

169,368

 

 

1985

 

BELLINGHAM, MA

 

 

734,189

 

 

132,725

 

 

476,200

 

 

390,714

 

 

866,914

 

 

254,390

 

 

1985

 

NEW BEDFORD, MA

 

 

482,275

 

 

95,553

 

 

293,000

 

 

284,828

 

 

577,828

 

 

198,387

 

 

1985

 

SEEKONK, MA

 

 

1,072,700

 

 

29,112

 

 

698,500

 

 

403,312

 

 

1,101,812

 

 

203,696

 

 

1985

 

WALPOLE, MA

 

 

449,900

 

 

20,586

 

 

293,000

 

 

177,486

 

 

470,486

 

 

92,786

 

 

1985

 

NORTH ANDOVER, MA

 

 

393,700

 

 

220,132

 

 

256,400

 

 

357,432

 

 

613,832

 

 

240,597

 

 

1985

 

LOWELL, MA

 

 

360,949

 

 

83,674

 

 

200,949

 

 

243,674

 

 

444,623

 

 

243,481

 

 

1985

 

AUBURN, MA

 

 

175,048

 

 

30,890

 

 

125,048

 

 

80,890

 

 

205,938

 

 

80,795

 

 

1986

 

METHUEN, MA

 

 

147,330

 

 

188,059

 

 

50,731

 

 

284,658

 

 

335,389

 

 

249,953

 

 

1986

 

IPSWICH, MA

 

 

138,918

 

 

46,831

 

 

95,718

 

 

90,031

 

 

185,749

 

 

88,864

 

 

1986

 

BEVERLY, MA

 

 

275,000

 

 

150,741

 

 

175,000

 

 

250,741

 

 

425,741

 

 

222,188

 

 

1986

 

BILLERICA, MA

 

 

400,000

 

 

135,809

 

 

250,000

 

 

285,809

 

 

535,809

 

 

276,095

 

 

1986

 

HAVERHILL, MA

 

 

400,000

 

 

17,182

 

 

225,000

 

 

192,182

 

 

417,182

 

 

192,094

 

 

1986

 

CHATHAM, MA

 

 

275,000

 

 

197,302

 

 

175,000

 

 

297,302

 

 

472,302

 

 

250,106

 

 

1986

 

HARWICH, MA

 

 

225,000

 

 

12,044

 

 

150,000

 

 

87,044

 

 

237,044

 

 

84,749

 

 

1986

 

IPSWICH, MA

 

 

275,000

 

 

19,161

 

 

150,000

 

 

144,161

 

 

294,161

 

 

142,766

 

 

1986

 

LEOMINSTER, MA

 

 

185,040

 

 

49,592

 

 

85,040

 

 

149,592

 

 

234,632

 

 

147,540

 

 

1986

 

LOWELL, MA

 

 

375,000

 

 

175,969

 

 

250,000

 

 

300,969

 

 

550,969

 

 

254,684

 

 

1986

 

METHUEN, MA

 

 

300,000

 

 

50,861

 

 

150,000

 

 

200,861

 

 

350,861

 

 

199,667

 

 

1986

 

ORLEANS, MA

 

 

260,000

 

 

37,637

 

 

185,000

 

 

112,637

 

 

297,637

 

 

109,463

 

 

1986

 

PEABODY, MA

 

 

400,000

 

 

200,363

 

 

275,000

 

 

325,363

 

 

600,363

 

 

293,518

 

 

1986

 

QUINCY, MA

 

 

200,000

 

 

36,112

 

 

125,000

 

 

111,112

 

 

236,112

 

 

109,724

 

 

1986

 

REVERE, MA

 

 

250,000

 

 

193,854

 

 

150,000

 

 

293,854

 

 

443,854

 

 

263,076

 

 

1986

 

SALEM, MA

 

 

275,000

 

 

25,393

 

 

175,000

 

 

125,393

 

 

300,393

 

 

124,521

 

 

1986

 

TEWKSBURY, MA

 

 

125,000

 

 

90,338

 

 

75,000

 

 

140,338

 

 

215,338

 

 

138,159

 

 

1986

 

FALMOUTH, MA

 

 

150,000

 

 

322,942

 

 

75,000

 

 

397,942

 

 

472,942

 

 

331,983

 

 

1986

 

WEST YARMOUTH, MA

 

 

225,000

 

 

33,165

 

 

125,000

 

 

133,165

 

 

258,165

 

 

132,472

 

 

1986

 

WESTFORD, MA

 

 

275,000

 

 

196,493

 

 

175,000

 

 

296,493

 

 

471,493

 

 

251,058

 

 

1986

 

WOBURN, MA

 

 

350,000

 

 

45,681

 

 

200,000

 

 

195,681

 

 

395,681

 

 

194,547

 

 

1986

 

YARMOUTHPORT, MA

 

 

300,000

 

 

26,940

 

 

150,000

 

 

176,940

 

 

326,940

 

 

176,940

 

 

1986

 

BRIDGEWATER, MA

 

 

190,360

 

 

36,762

 

 

140,000

 

 

87,122

 

 

227,122

 

 

83,296

 

 

1987

 

STOUGHTON, MA

 

 

0

 

 

235,794

 

 

0

 

 

235,794

 

 

235,794

 

 

232,800

 

 

1990

 

WORCESTER, MA

 

 

476,102

 

 

174,233

 

 

309,466

 

 

340,869

 

 

650,335

 

 

340,869

 

 

1991

 

AUBURN, MA

 

 

369,306

 

 

27,792

 

 

240,049

 

 

157,049

 

 

397,098

 

 

60,090

 

 

1991

 

BARRE, MA

 

 

535,614

 

 

163,028

 

 

348,149

 

 

350,493

 

 

698,642

 

 

178,134

 

 

1991

 

WORCESTER, MA

 

 

275,866

 

 

11,674

 

 

179,313

 

 

108,227

 

 

287,540

 

 

37,421

 

 

1992

 

BROCKTON, MA

 

 

275,866

 

 

194,619

 

 

179,313

 

 

291,172

 

 

470,485

 

 

219,607

 

 

1991

 

CLINTON, MA

 

 

177,978

 

 

29,790

 

 

115,686

 

 

92,082

 

 

207,768

 

 

46,403

 

 

1992

 

WORCESTER, MA

 

 

167,745

 

 

275,852

 

 

167,745

 

 

275,852

 

 

443,597

 

 

171,597

 

 

1991

 

DUDLEY, MA

 

 

302,563

 

 

141,993

 

 

196,666

 

 

247,890

 

 

444,556

 

 

124,599

 

 

1991

 

FITCHBURG, MA

 

 

247,330

 

 

16,384

 

 

202,675

 

 

61,039

 

 

263,714

 

 

45,484

 

 

1991

 

FRANKLIN, MA

 

 

253,619

 

 

18,437

 

 

164,852

 

 

107,204

 

 

272,056

 

 

41,534

 

 

1988

 

WORCESTER, MA

 

 

342,608

 

 

11,101

 

 

222,695

 

 

131,014

 

 

353,709

 

 

42,314

 

 

1991

 

HYANNIS, MA

 

 

222,472

 

 

7,282

 

 

144,607

 

 

85,147

 

 

229,754

 

 

28,044

 

 

1991

 

LEOMINSTER, MA

 

 

195,776

 

 

177,454

 

 

127,254

 

 

245,976

 

 

373,230

 

 

162,472

 

 

1991

 

WORCESTER, MA

 

 

231,372

 

 

157,356

 

 

150,392

 

 

238,336

 

 

388,728

 

 

150,160

 

 

1991

 

NORTHBOROUGH, MA

 

 

404,900

 

 

18,353

 

 

263,185

 

 

160,068

 

 

423,253

 

 

54,711

 

 

1993

 

WEST BOYLSTON, MA

 

 

311,808

 

 

28,937

 

 

202,675

 

 

138,070

 

 

340,745

 

 

57,909

 

 

1991

 

WORCESTER, MA

 

 

186,877

 

 

33,510

 

 

121,470

 

 

98,917

 

 

220,387

 

 

50,895

 

 

1993

 

SOUTH YARMOUTH, MA

 

 

275,866

 

 

49,961

 

 

179,313

 

 

146,514

 

 

325,827

 

 

71,099

 

 

1991

 

STERLING, MA

 

 

476,102

 

 

165,998

 

 

309,466

 

 

332,634

 

 

642,100

 

 

173,974

 

 

1991

 

SUTTON, MA

 

 

714,159

 

 

187,355

 

 

464,203

 

 

437,311

 

 

901,514

 

 

220,738

 

 

1993

 

WORCESTER, MA

 

 

275,866

 

 

150,472

 

 

179,313

 

 

247,025

 

 

426,338

 

 

147,677

 

 

1991

 

FRAMINGHAM, MA

 

 

297,568

 

 

203,147

 

 

193,419

 

 

307,296

 

 

500,715

 

 

193,930

 

 

1992

 

UPTON, MA

 

 

428,498

 

 

24,611

 

 

278,524

 

 

174,585

 

 

453,109

 

 

64,071

 

 

1991

 

WESTBOROUGH, MA

 

 

311,808

 

 

205,994

 

 

202,675

 

 

315,127

 

 

517,802

 

 

197,599

 

 

1991

 

HARWICHPORT, MA

 

 

382,653

 

 

173,989

 

 

248,724

 

 

307,918

 

 

556,642

 

 

173,738

 

 

1991

 

WORCESTER, MA

 

 

547,283

 

 

205,733

 

 

355,734

 

 

397,282

 

 

753,016

 

 

215,367

 

 

1991

 

WORCESTER, MA

 

 

978,880

 

 

191,413

 

 

636,272

 

 

534,021

 

 

1,170,293

 

 

242,758

 

 

1991

 

FITCHBURG, MA

 

 

390,276

 

 

216,589

 

 

253,679

 

 

353,186

 

 

606,865

 

 

205,805

 

 

1992

 

WORCESTER, MA

 

 

146,832

 

 

140,589

 

 

95,441

 

 

191,980

 

 

287,421

 

 

125,915

 

 

1991

 

LEICESTER, MA

 

 

266,968

 

 

197,898

 

 

173,529

 

 

291,337

 

 

464,866

 

 

175,087

 

 

1991

 

NORTH GRAFTON, MA

 

 

244,720

 

 

35,136

 

 

159,068

 

 

120,788

 

 

279,856

 

 

56,356

 

 

1991

 

SOUTHBRIDGE, MA

 

 

249,169

 

 

62,205

 

 

161,960

 

 

149,414

 

 

311,374

 

 

84,110

 

 

1993

 

OXFORD, MA

 

 

293,664

 

 

9,098

 

 

190,882

 

 

111,880

 

 

302,762

 

 

36,505

 

 

1993

 



89




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Initial Cost
of Leasehold
or Acquisition
Investment to
Company (1)

 

Cost
Capitalized
Subsequent
to Initial
Investment

 

Land

 

Gross Amount at
Which Carried at
Close of Period
Building and
Improvements

 

Total

 

Accumulated
Depreciation

 

Date of
Initial
Leasehold or
Acquisition
Investment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WORCESTER, MA

 

$

284,765

 

$

45,285

 

$

185,097

 

$

144,953

 

$

330,050

 

$

71,865

 

 

1991

 

ATHOL, MA

 

 

164,629

 

 

22,016

 

 

107,009

 

 

79,636

 

 

186,645

 

 

36,657

 

 

1991

 

FITCHBURG, MA

 

 

142,383

 

 

194,291

 

 

92,549

 

 

244,125

 

 

336,674

 

 

157,865

 

 

1992

 

WORCESTER, MA

 

 

271,417

 

 

183,331

 

 

176,421

 

 

278,327

 

 

454,748

 

 

171,821

 

 

1991

 

ORANGE, MA

 

 

301,102

 

 

4,015

 

 

75,000

 

 

230,117

 

 

305,117

 

 

230,117

 

 

1991

 

FRAMINGHAM, MA

 

 

400,449

 

 

22,280

 

 

260,294

 

 

162,435

 

 

422,729

 

 

59,478

 

 

1991

 

MILFORD, MA

 

 

0

 

 

262,436

 

 

0

 

 

262,436

 

 

262,436

 

 

216,584

 

 

1991

 

JONESBORO, AR

 

 

2,985,267

 

 

0

 

 

330,322

 

 

2,654,945

 

 

2,985,267

 

 

302,998

 

 

2007

 

BELLFLOWER, CA

 

 

1,369,511

 

 

0

 

 

910,252

 

 

459,259

 

 

1,369,511

 

 

67,741

 

 

2007

 

BENICIA, CA

 

 

2,223,362

 

 

0

 

 

1,057,519

 

 

1,165,843

 

 

2,223,362

 

 

179,594

 

 

2007

 

COACHELLA, CA

 

 

2,234,957

 

 

0

 

 

1,216,646

 

 

1,018,312

 

 

2,234,957

 

 

146,272

 

 

2007

 

EL CAJON, CA

 

 

1,292,114

 

 

0

 

 

779,828

 

 

512,286

 

 

1,292,114

 

 

66,742

 

 

2007

 

FILLMORE, CA

 

 

1,354,113

 

 

0

 

 

950,061

 

 

404,052

 

 

1,354,113

 

 

59,378

 

 

2007

 

HESPERIA, CA

 

 

1,643,449

 

 

0

 

 

849,352

 

 

794,097

 

 

1,643,449

 

 

107,894

 

 

2007

 

LA PALMA, CA

 

 

1,971,592

 

 

0

 

 

1,389,383

 

 

582,210

 

 

1,971,592

 

 

84,221

 

 

2007

 

POWAY, CA

 

 

1,439,021

 

 

0

 

0

 

 

1,439,021

 

 

1,439,021

 

 

179,877

 

 

2007

 

SAN DIMAS, CA

 

 

1,941,008

 

 

0

 

 

749,066

 

 

1,191,942

 

 

1,941,008

 

 

148,569

 

 

2007

 

HALEIWA, HI

 

 

1,521,648

 

 

0

 

 

1,058,124

 

 

463,524

 

 

1,521,648

 

 

84,262

 

 

2007

 

HONOLULU, HI

 

 

1,538,997

 

 

0

 

 

1,219,217

 

 

319,780

 

 

1,538,997

 

 

45,501

 

 

2007

 

HONOLULU, HI

 

 

1,768,878

 

 

0

 

 

1,192,216

 

 

576,662

 

 

1,768,878

 

 

75,551

 

 

2007

 

HONOLULU, HI

 

 

1,070,141

 

 

0

 

 

980,680

 

 

89,460

 

 

1,070,141

 

 

19,847

 

 

2007

 

HONOLULU, HI

 

 

9,210,707

 

 

0

 

 

8,193,984

 

 

1,016,724

 

 

9,210,707

 

 

137,758

 

 

2007

 

KANEOHE, HI

 

 

1,977,671

 

 

0

 

 

1,473,275

 

 

504,396

 

 

1,977,671

 

 

74,249

 

 

2007

 

KANEOHE, HI

 

 

1,363,901

 

 

0

 

 

821,691

 

 

542,210

 

 

1,363,901

 

 

82,742

 

 

2007

 

WAIANAE, HI

 

 

1,996,811

 

 

0

 

 

870,775

 

 

1,126,036

 

 

1,996,811

 

 

148,316

 

 

2007

 

WAIANAE, HI

 

 

1,520,144

 

 

0

 

 

648,273

 

 

871,871

 

 

1,520,144

 

 

114,252

 

 

2007

 

WAIPAHU, HI

 

 

2,458,592

 

 

0

 

 

945,327

 

 

1,513,264

 

 

2,458,592

 

 

190,279

 

 

2007

 

COTTAGE HILLS, IL

 

 

249,419

 

 

0

 

 

26,199

 

 

223,220

 

 

249,419

 

 

37,762

 

 

2007

 

FAIRVIEW HEIGHTS, IL

 

 

516,564

 

 

0

 

 

78,440

 

 

438,124

 

 

516,564

 

 

63,912

 

 

2007

 

BALTIMORE, MD

 

 

2,258,897

 

 

0

 

 

721,876

 

 

1,537,022

 

 

2,258,897

 

 

197,323

 

 

2007

 

BALTIMORE, MD

 

 

802,414

 

 

0

 

 

0

 

 

802,414

 

 

802,414

 

 

110,333

 

 

2007

 

ELLICOTT CITY, MD

 

 

895,049

 

 

0

 

 

0

 

 

895,049

 

 

895,049

 

 

129,547

 

 

2007

 

KERNERSVILLE, NC

 

 

296,770

 

 

0

 

 

72,777

 

 

223,994

 

 

296,770

 

 

31,523

 

 

2007

 

KERNERSVILLE, NC

 

 

638,633

 

 

0

 

 

338,386

 

 

300,247

 

 

638,633

 

 

49,401

 

 

2007

 

KERNERSVILLE, NC

 

 

608,441

 

 

0

 

 

250,505

 

 

357,936

 

 

608,441

 

 

56,196

 

 

2007

 

LEXINGTON, NC

 

 

204,139

 

 

0

 

 

43,311

 

 

160,828

 

 

204,139

 

 

27,660

 

 

2007

 

MADISON, NC

 

 

420,878

 

 

0

 

 

45,705

 

 

375,174

 

 

420,878

 

 

54,786

 

 

2007

 

NEW BERN, NC

 

 

349,946

 

 

0

 

 

190,389

 

 

159,557

 

 

349,946

 

 

30,627

 

 

2007

 

TAYLORSVILLE, NC

 

 

422,809

 

 

0

 

 

134,188

 

 

288,621

 

 

422,809

 

 

222,808

 

 

2007

 

WALKERTOWN, NC

 

 

844,749

 

 

0

 

 

488,239

 

 

356,509

 

 

844,749

 

 

62,169

 

 

2007

 

WALNUT COVE, NC

 

 

1,140,945

 

 

0

 

 

513,565

 

 

627,380

 

 

1,140,945

 

 

108,922

 

 

2007

 

WINSTON SALEM, NC

 

 

696,397

 

 

0

 

 

251,987

 

 

444,410

 

 

696,397

 

 

76,494

 

 

2007

 

BELFIELD, ND

 

 

1,232,010

 

 

0

 

 

381,909

 

 

850,101

 

 

1,232,010

 

 

203,453

 

 

2007

 

ALLENSTOWN, NH

 

 

1,787,116

 

 

0

 

 

466,994

 

 

1,320,122

 

 

1,787,116

 

 

188,198

 

 

2007

 

BEDFORD, NH

 

 

2,301,297

 

 

0

 

 

1,271,171

 

 

1,030,126

 

 

2,301,297

 

 

161,736

 

 

2007

 

HOOKSETT, NH

 

 

1,561,628

 

 

0

 

 

823,915

 

 

737,712

 

 

1,561,628

 

 

182,135

 

 

2007

 

AUSTIN, TX

 

 

2,368,425

 

 

0

 

 

738,210

 

 

1,630,215

 

 

2,368,425

 

 

205,486

 

 

2007

 

AUSTIN, TX

 

 

462,233

 

 

0

 

 

274,300

 

 

187,933

 

 

462,233

 

 

33,472

 

 

2007

 

AUSTIN, TX

 

 

3,510,062

 

 

0

 

 

1,594,536

 

 

1,915,526

 

 

3,510,062

 

 

244,250

 

 

2007

 

BEDFORD, TX

 

 

353,047

 

 

0

 

 

112,953

 

 

240,094

 

 

353,047

 

 

45,885

 

 

2007

 

FT WORTH, TX

 

 

2,114,924

 

 

0

 

 

866,062

 

 

1,248,863

 

 

2,114,924

 

 

177,260

 

 

2007

 

HARKER HEIGHTS, TX

 

 

2,051,704

 

 

0

 

 

588,320

 

 

1,463,384

 

 

2,051,704

 

 

302,995

 

 

2007

 

HOUSTON, TX

 

 

1,688,904

 

 

0

 

 

223,664

 

 

1,465,240

 

 

1,688,904

 

 

175,159

 

 

2007

 

KELLER, TX

 

 

2,506,573

 

 

0

 

 

996,029

 

 

1,510,544

 

 

2,506,573

 

 

202,293

 

 

2007

 

LEWISVILLE, TX

 

 

493,734

 

 

0

 

 

109,925

 

 

383,809

 

 

493,734

 

 

42,644

 

 

2008

 

MIDLOTHIAN, TX

 

 

429,142

 

 

0

 

 

71,970

 

 

357,172

 

 

429,142

 

 

58,301

 

 

2007

 

N RICHLAND HILLS, TX

 

 

314,246

 

 

0

 

 

125,745

 

 

188,501

 

 

314,246

 

 

27,981

 

 

2007

 

SAN MARCOS, TX

 

 

1,953,653

 

 

0

 

 

250,739

 

 

1,702,914

 

 

1,953,653

 

 

209,753

 

 

2007

 

TEMPLE, TX

 

 

2,405,953

 

 

0

 

 

1,215,488

 

 

1,190,465

 

 

2,405,953

 

 

163,100

 

 

2007

 

THE COLONY, TX

 

 

4,395,696

 

 

0

 

 

337,083

 

 

4,058,613

 

 

4,395,696

 

 

471,646

 

 

2007

 

WACO, TX

 

 

3,884,407

 

 

0

 

 

894,356

 

 

2,990,051

 

 

3,884,407

 

 

411,823

 

 

2007

 

BROOKLAND, AR

 

 

1,467,809

 

 

0

 

 

149,218

 

 

1,318,591

 

 

1,467,809

 

 

112,884

 

 

2007

 

JONESBORO, AR

 

 

868,501

 

 

0

 

 

173,096

 

 

695,405

 

 

868,501

 

 

62,568

 

 

2007

 

MANCHESTER, NH

 

 

261,100

 

 

36,404

 

 

170,000

 

 

127,504

 

 

297,504

 

 

79,252

 

 

1985

 

DERRY, NH

 

 

417,988

 

 

16,295

 

 

157,988

 

 

276,295

 

 

434,283

 

 

276,083

 

 

1987

 

PLAISTOW, NH

 

 

300,406

 

 

110,031

 

 

244,694

 

 

165,743

 

 

410,437

 

 

165,743

 

 

1987

 

SOMERSWORTH, NH

 

 

180,800

 

 

60,497

 

 

117,700

 

 

123,597

 

 

241,297

 

 

78,667

 

 

1985

 

SALEM, NH

 

 

743,200

 

 

19,847

 

 

484,000

 

 

279,047

 

 

763,047

 

 

141,775

 

 

1985

 

LONDONDERRY, NH

 

 

703,100

 

 

31,092

 

 

457,900

 

 

276,292

 

 

734,192

 

 

146,480

 

 

1985

 

ROCHESTER, NH

 

 

939,100

 

 

12,337

 

 

600,000

 

 

351,437

 

 

951,437

 

 

173,976

 

 

1985

 

HAMPTON, NH

 

 

193,103

 

 

26,449

 

 

135,598

 

 

83,954

 

 

219,552

 

 

83,871

 

 

1986

 

MERRIMACK, NH

 

 

151,993

 

 

205,823

 

 

100,598

 

 

257,218

 

 

357,816

 

 

209,001

 

 

1986

 

NASHUA, NH

 

 

197,142

 

 

219,639

 

 

155,837

 

 

260,944

 

 

416,781

 

 

210,590

 

 

1986

 

PELHAM, NH

 

 

169,182

 

 

53,497

 

 

136,077

 

 

86,602

 

 

222,679

 

 

82,095

 

 

1986

 

PEMBROKE, NH

 

 

138,492

 

 

174,777

 

 

100,837

 

 

212,432

 

 

313,269

 

 

166,808

 

 

1986

 

ROCHESTER, NH

 

 

175,188

 

 

208,103

 

 

95,471

 

 

287,820

 

 

383,291

 

 

244,378

 

 

1986

 

SOMERSWORTH, NH

 

 

210,805

 

 

15,012

 

 

157,520

 

 

68,297

 

 

225,817

 

 

68,251

 

 

1986

 

EXETER, NH

 

 

113,285

 

 

149,265

 

 

65,000

 

 

197,550

 

 

262,550

 

 

192,556

 

 

1986

 

CANDIA, NH

 

 

130,000

 

 

184,004

 

 

80,000

 

 

234,004

 

 

314,004

 

 

231,035

 

 

1986

 

EPPING, NH

 

 

170,000

 

 

131,403

 

 

120,000

 

 

181,403

 

 

301,403

 

 

168,376

 

 

1986

 

EPSOM, NH

 

 

220,000

 

 

96,022

 

 

155,000

 

 

161,022

 

 

316,022

 

 

148,994

 

 

1986

 

MILFORD, NH

 

 

190,000

 

 

41,689

 

 

115,000

 

 

116,689

 

 

231,689

 

 

114,021

 

 

1986

 

PORTSMOUTH, NH

 

 

235,000

 

 

20,257

 

 

150,000

 

 

105,257

 

 

255,257

 

 

105,200

 

 

1986

 

PORTSMOUTH, NH

 

 

225,000

 

 

228,704

 

 

125,000

 

 

328,704

 

 

453,704

 

 

278,025

 

 

1986

 

SALEM, NH

 

 

450,000

 

 

47,484

 

 

350,000

 

 

147,484

 

 

497,484

 

 

143,711

 

 

1986

 

SEABROOK, NH

 

 

199,780

 

 

19,102

 

 

124,780

 

 

94,102

 

 

218,882

 

 

93,917

 

 

1986

 

MCAFEE, NJ

 

 

670,900

 

 

15,711

 

 

436,900

 

 

249,711

 

 

686,611

 

 

126,157

 

 

1985

 

HAMBURG, NJ

 

 

598,600

 

 

22,121

 

 

389,800

 

 

230,921

 

 

620,721

 

 

121,247

 

 

1985

 

WEST MILFORD, NJ

 

 

502,200

 

 

31,918

 

 

327,000

 

 

207,118

 

 

534,118

 

 

115,376

 

 

1985

 

LIVINGSTON, NJ

 

 

871,800

 

 

30,003

 

 

567,700

 

 

334,103

 

 

901,803

 

 

174,067

 

 

1985

 

TRENTON, NJ

 

 

373,600

 

 

9,572

 

 

243,300

 

 

139,872

 

 

383,172

 

 

71,409

 

 

1985

 

WILLINGBORO, NJ

 

 

425,800

 

 

29,928

 

 

277,300

 

 

178,428

 

 

455,728

 

 

100,714

 

 

1985

 

BAYONNE, NJ

 

 

341,500

 

 

18,947

 

 

222,400

 

 

138,047

 

 

360,447

 

 

75,719

 

 

1985

 

CRANFORD, NJ

 

 

342,666

 

 

29,222

 

 

222,400

 

 

149,488

 

 

371,888

 

 

86,426

 

 

1985

 

NUTLEY, NJ

 

 

0

 

 

512,504

 

 

329,248

 

 

183,256

 

 

512,504

 

 

47,504

 

 

1986

 

TRENTON, NJ

 

 

466,100

 

 

13,987

 

 

303,500

 

 

176,587

 

 

480,087

 

 

91,065

 

 

1985

 

WALL TOWNSHIP, NJ

 

 

336,441

 

 

55,709

 

 

121,441

 

 

270,709

 

 

392,150

 

 

268,546

 

 

1986

 

UNION, NJ

 

 

490,200

 

 

41,361

 

 

319,200

 

 

212,361

 

 

531,561

 

 

120,230

 

 

1985

 

CRANBURY, NJ

 

 

606,700

 

 

31,467

 

 

395,100

 

 

243,067

 

 

638,167

 

 

132,331

 

 

1985

 

HILLSIDE, NJ

 

 

225,000

 

 

31,552

 

 

150,000

 

 

106,552

 

 

256,552

 

 

105,855

 

 

1987

 

SPOTSWOOD, NJ

 

 

466,675

 

 

69,036

 

 

303,500

 

 

232,211

 

 

535,711

 

 

146,805

 

 

1985

 

LONG BRANCH, NJ

 

 

514,300

 

 

22,951

 

 

334,900

 

 

202,351

 

 

537,251

 

 

108,466

 

 

1985

 

ELIZABETH, NJ

 

 

405,800

 

 

18,881

 

 

264,300

 

 

160,381

 

 

424,681

 

 

85,530

 

 

1985

 

BELLEVILLE, NJ

 

 

397,700

 

 

39,410

 

 

259,000

 

 

178,110

 

 

437,110

 

 

105,204

 

 

1985

 

NEPTUNE CITY, NJ

 

 

269,600

 

 

0

 

 

175,600

 

 

94,000

 

 

269,600

 

 

44,808

 

 

1985

 

BASKING RIDGE, NJ

 

 

362,172

 

 

32,960

 

 

200,000

 

 

195,132

 

 

395,132

 

 

140,493

 

 

1986

 

DEPTFORD, NJ

 

 

281,200

 

 

24,745

 

 

183,100

 

 

122,845

 

 

305,945

 

 

70,586

 

 

1985

 

CHERRY HILL, NJ

 

 

357,500

 

 

13,879

 

 

232,800

 

 

138,579

 

 

371,379

 

 

72,874

 

 

1985

 

SEWELL, NJ

 

 

551,912

 

 

48,485

 

 

355,712

 

 

244,685

 

 

600,397

 

 

140,704

 

 

1985

 

FLEMINGTON, NJ

 

 

546,742

 

 

17,494

 

 

346,342

 

 

217,894

 

 

564,236

 

 

112,160

 

 

1985

 

BLACKWOOD, NJ

 

 

401,700

 

 

36,736

 

 

261,600

 

 

176,836

 

 

438,436

 

 

103,518

 

 

1985

 

TRENTON, NJ

 

 

684,650

 

 

33,275

 

 

444,800

 

 

273,125

 

 

717,925

 

 

147,862

 

 

1985

 

LODI, NJ

 

 

0

 

 

1,037,440

 

 

587,823

 

 

449,617

 

 

1,037,440

 

 

171,979

 

 

1988

 

EAST ORANGE, NJ

 

 

421,508

 

 

37,977

 

 

272,100

 

 

187,385

 

 

459,485

 

 

110,471

 

 

1985

 

BELMAR, NJ

 

 

566,375

 

 

24,371

 

 

410,800

 

 

179,946

 

 

590,746

 

 

127,114

 

 

1985

 

MOORESTOWN, NJ

 

 

470,100

 

 

27,064

 

 

306,100

 

 

191,064

 

 

497,164

 

 

105,199

 

 

1985

 



90




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Initial Cost
of Leasehold
or Acquisition
Investment to
Company (1)

 

Cost
Capitalized
Subsequent
to Initial
Investment

 

Land

 

Gross Amount at
Which Carried at
Close of Period
Building and
Improvements

 

Total

 

Accumulated
Depreciation

 

Date of
Initial
Leasehold or
Acquisition
Investment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SPRING LAKE, NJ

 

$

345,500

 

$

42,194

 

$

225,000

 

$

162,694

 

$

387,694

 

$

97,100

 

 

1985

 

HILLTOP, NJ

 

 

329,500

 

 

16,758

 

 

214,600

 

 

131,658

 

 

346,258

 

 

70,806

 

 

1985

 

CLIFTON, NJ

 

 

301,518

 

 

6,413

 

 

150,000

 

 

157,931

 

 

307,931

 

 

113,298

 

 

1987

 

FRANKLIN TWP., NJ

 

 

683,000

 

 

30,257

 

 

444,800

 

 

268,457

 

 

713,257

 

 

143,570

 

 

1985

 

FLEMINGTON, NJ

 

 

708,160

 

 

33,072

 

 

460,500

 

 

280,732

 

 

741,232

 

 

148,630

 

 

1985

 

CLEMENTON, NJ

 

 

562,500

 

 

27,581

 

 

366,300

 

 

223,781

 

 

590,081

 

 

120,759

 

 

1985

 

ASBURY PARK, NJ

 

 

418,966

 

 

18,038

 

 

272,100

 

 

164,904

 

 

437,004

 

 

88,655

 

 

1985

 

MIDLAND PARK, NJ

 

 

201,012

 

 

4,080

 

 

150,000

 

 

55,092

 

 

205,092

 

 

52,999

 

 

1989

 

PATERSON, NJ

 

 

619,548

 

 

16,765

 

 

402,900

 

 

233,413

 

 

636,313

 

 

120,103

 

 

1985

 

OCEAN CITY, NJ

 

 

843,700

 

 

113,162

 

 

549,400

 

 

407,462

 

 

956,862

 

 

253,286

 

 

1985

 

WHITING, NJ

 

 

447,199

 

 

3,519

 

 

167,090

 

 

283,628

 

 

450,718

 

 

283,061

 

 

1989

 

HILLSBOROUGH, NJ

 

 

237,122

 

 

7,729

 

 

100,000

 

 

144,851

 

 

244,851

 

 

73,093

 

 

1985

 

PRINCETON, NJ

 

 

703,100

 

 

40,615

 

 

457,900

 

 

285,815

 

 

743,715

 

 

157,211

 

 

1985

 

NEPTUNE, NJ

 

 

455,726

 

 

39,090

 

 

293,000

 

 

201,816

 

 

494,816

 

 

116,219

 

 

1985

 

NEWARK, NJ

 

 

3,086,592

 

 

164,432

 

 

2,005,800

 

 

1,245,224

 

 

3,251,024

 

 

681,531

 

 

1985

 

OAKHURST, NJ

 

 

225,608

 

 

46,405

 

 

100,608

 

 

171,405

 

 

272,013

 

 

170,936

 

 

1985

 

BELLEVILLE, NJ

 

 

215,468

 

 

38,163

 

 

149,237

 

 

104,394

 

 

253,631

 

 

103,501

 

 

1986

 

PINE HILL, NJ

 

 

190,568

 

 

39,918

 

 

115,568

 

 

114,918

 

 

230,486

 

 

113,625

 

 

1986

 

TUCKERTON, NJ

 

 

224,387

 

 

132,864

 

 

131,018

 

 

226,233

 

 

357,251

 

 

223,797

 

 

1987

 

WEST DEPTFORD, NJ

 

 

245,450

 

 

50,295

 

 

151,053

 

 

144,692

 

 

295,745

 

 

143,527

 

 

1987

 

ATCO, NJ

 

 

153,159

 

 

85,853

 

 

131,766

 

 

107,246

 

 

239,012

 

 

107,246

 

 

1987

 

SOMERVILLE, NJ

 

 

252,717

 

 

254,230

 

 

200,500

 

 

306,447

 

 

506,947

 

 

217,483

 

 

1987

 

CINNAMINSON, NJ

 

 

326,501

 

 

24,931

 

 

176,501

 

 

174,931

 

 

351,432

 

 

173,817

 

 

1987

 

RIDGEFIELD PARK, NJ

 

 

273,549

 

 

0

 

 

150,000

 

 

123,549

 

 

273,549

 

 

95,881

 

 

1997

 

BRICK, NJ

 

 

1,507,684

 

 

0

 

 

1,000,000

 

 

507,684

 

 

1,507,684

 

 

274,351

 

 

2000

 

LAKE HOPATCONG, NJ

 

 

1,305,034

 

 

0

 

 

800,000

 

 

505,034

 

 

1,305,034

 

 

327,094

 

 

2000

 

BERGENFIELD, NJ

 

 

381,590

 

 

36,271

 

 

300,000

 

 

117,861

 

 

417,861

 

 

116,222

 

 

1990

 

ORANGE, NJ

 

 

281,200

 

 

24,573

 

 

183,100

 

 

122,673

 

 

305,773

 

 

71,167

 

 

1985

 

BLOOMFIELD, NJ

 

 

695,000

 

 

21,021

 

 

371,400

 

 

344,621

 

 

716,021

 

 

344,621

 

 

1985

 

UNION, NJ

 

 

287,800

 

 

0

 

 

287,800

 

 

0

 

 

287,800

 

 

0

 

 

1985

 

SCOTCH PLAINS, NJ

 

 

331,063

 

 

14,455

 

 

214,600

 

 

130,918

 

 

345,518

 

 

70,788

 

 

1985

 

NUTLEY, NJ

 

 

433,800

 

 

48,677

 

 

282,500

 

 

199,977

 

 

482,477

 

 

120,394

 

 

1985

 

PLAINFIELD, NJ

 

 

470,100

 

 

29,975

 

 

306,100

 

 

193,975

 

 

500,075

 

 

107,064

 

 

1985

 

MOUNTAINSIDE, NJ

 

 

664,100

 

 

31,620

 

 

431,700

 

 

264,020

 

 

695,720

 

 

140,933

 

 

1985

 

WATCHUNG, NJ

 

 

449,900

 

 

20,339

 

 

293,000

 

 

177,239

 

 

470,239

 

 

94,344

 

 

1985

 

GREEN VILLAGE, NJ

 

 

277,900

 

 

44,471

 

 

127,900

 

 

194,471

 

 

322,371

 

 

192,586

 

 

1985

 

IRVINGTON, NJ

 

 

409,700

 

 

54,841

 

 

266,800

 

 

197,741

 

 

464,541

 

 

122,878

 

 

1985

 

JERSEY CITY, NJ

 

 

438,000

 

 

51,856

 

 

285,200

 

 

204,656

 

 

489,856

 

 

123,893

 

 

1985

 

BLOOMFIELD, NJ

 

 

441,900

 

 

32,951

 

 

287,800

 

 

187,051

 

 

474,851

 

 

106,117

 

 

1985

 

DOVER, NJ

 

 

606,700

 

 

30,153

 

 

395,100

 

 

241,753

 

 

636,853

 

 

130,149

 

 

1985

 

PARLIN, NJ

 

 

418,046

 

 

29,075

 

 

263,946

 

 

183,175

 

 

447,121

 

 

102,345

 

 

1985

 

UNION CITY, NJ

 

 

799,500

 

 

3,440

 

 

520,600

 

 

282,340

 

 

802,940

 

 

136,383

 

 

1985

 

COLONIA, NJ

 

 

253,100

 

 

3,395

 

 

164,800

 

 

91,695

 

 

256,495

 

 

45,486

 

 

1985

 

NORTH BERGEN, NJ

 

 

629,527

 

 

81,006

 

 

409,527

 

 

301,006

 

 

710,533

 

 

184,442

 

 

1985

 

WAYNE, NJ

 

 

490,200

 

 

21,766

 

 

319,200

 

 

192,766

 

 

511,966

 

 

103,277

 

 

1985

 

HASBROUCK HEIGHTS, NJ

 

 

639,648

 

 

19,648

 

 

416,000

 

 

243,296

 

 

659,296

 

 

125,636

 

 

1985

 

COLONIA, NJ

 

 

952,200

 

 

74,451

 

 

620,100

 

 

406,551

 

 

1,026,651

 

 

231,266

 

 

1985

 

OLD BRIDGE, NJ

 

 

319,521

 

 

24,445

 

 

204,621

 

 

139,345

 

 

343,966

 

 

78,953

 

 

1985

 

RIDGEWOOD, NJ

 

 

703,100

 

 

36,959

 

 

457,900

 

 

282,159

 

 

740,059

 

 

151,110

 

 

1985

 

HAWTHORNE, NJ

 

 

245,100

 

 

10,967

 

 

159,600

 

 

96,467

 

 

256,067

 

 

51,723

 

 

1985

 

WAYNE, NJ

 

 

474,100

 

 

42,926

 

 

308,700

 

 

208,326

 

 

517,026

 

 

121,563

 

 

1985

 

WASHINGTON TOWNSHIP, NJ

 

 

912,000

 

 

21,261

 

 

593,900

 

 

339,361

 

 

933,261

 

 

172,441

 

 

1985

 

PARAMUS, NJ

 

 

381,700

 

 

42,394

 

 

248,600

 

 

175,494

 

 

424,094

 

 

105,839

 

 

1985

 

JERSEY CITY, NJ

 

 

401,700

 

 

43,808

 

 

261,600

 

 

183,908

 

 

445,508

 

 

110,590

 

 

1985

 

FORT LEE, NJ

 

 

1,245,500

 

 

39,408

 

 

811,100

 

 

473,808

 

 

1,284,908

 

 

245,685

 

 

1985

 

AUDUBON, NJ

 

 

421,800

 

 

12,949

 

 

274,700

 

 

160,049

 

 

434,749

 

 

82,963

 

 

1985

 

TRENTON, NJ

 

 

337,500

 

 

69,461

 

 

219,800

 

 

187,161

 

 

406,961

 

 

125,353

 

 

1985

 

MAGNOLIA, NJ

 

 

329,500

 

 

26,488

 

 

214,600

 

 

141,388

 

 

355,988

 

 

81,258

 

 

1985

 

BEVERLY, NJ

 

 

470,100

 

 

24,003

 

 

306,100

 

 

188,003

 

 

494,103

 

 

101,231

 

 

1985

 

PISCATAWAY, NJ

 

 

269,200

 

 

28,232

 

 

175,300

 

 

122,132

 

 

297,432

 

 

72,669

 

 

1985

 

WEST ORANGE, NJ

 

 

799,500

 

 

34,733

 

 

520,600

 

 

313,633

 

 

834,233

 

 

167,676

 

 

1985

 

ROCKVILLE CENTRE, NY

 

 

350,325

 

 

315,779

 

 

201,400

 

 

464,704

 

 

666,104

 

 

367,737

 

 

1985

 

GLENDALE, NY

 

 

368,625

 

 

159,763

 

 

235,500

 

 

292,888

 

 

528,388

 

 

194,487

 

 

1985

 

BELLAIRE, NY

 

 

329,500

 

 

73,358

 

 

214,600

 

 

188,258

 

 

402,858

 

 

118,915

 

 

1985

 

BAYSIDE, NY

 

 

245,100

 

 

202,833

 

 

159,600

 

 

288,333

 

 

447,933

 

 

199,525

 

 

1985

 

YONKERS, NY

 

 

153,184

 

 

67,266

 

 

76,592

 

 

143,858

 

 

220,450

 

 

82,504

 

 

1987

 

DOBBS FERRY, NY

 

 

670,575

 

 

33,706

 

 

434,300

 

 

269,981

 

 

704,281

 

 

145,463

 

 

1985

 

NORTH MERRICK, NY

 

 

510,350

 

 

141,506

 

 

332,200

 

 

319,656

 

 

651,856

 

 

195,313

 

 

1985

 

GREAT NECK, NY

 

 

500,000

 

 

24,468

 

 

450,000

 

 

74,468

 

 

524,468

 

 

74,455

 

 

1985

 

GLEN HEAD, NY

 

 

462,468

 

 

45,355

 

 

300,900

 

 

206,923

 

 

507,823

 

 

122,157

 

 

1985

 

GARDEN CITY, NY

 

 

361,600

 

 

33,774

 

 

235,500

 

 

159,874

 

 

395,374

 

 

92,693

 

 

1985

 

HEWLETT, NY

 

 

490,200

 

 

85,618

 

 

319,200

 

 

256,618

 

 

575,818

 

 

136,646

 

 

1985

 

EAST HILLS, NY

 

 

241,613

 

 

21,070

 

 

241,613

 

 

21,070

 

 

262,683

 

 

20,501

 

 

1986

 

YONKERS, NY

 

 

111,300

 

 

80,000

 

 

65,000

 

 

126,300

 

 

191,300

 

 

125,714

 

 

1988

 

LEVITTOWN, NY

 

 

502,757

 

 

42,113

 

 

327,000

 

 

217,870

 

 

544,870

 

 

124,889

 

 

1985

 

LEVITTOWN, NY

 

 

546,400

 

 

113,057

 

 

355,800

 

 

303,657

 

 

659,457

 

 

182,469

 

 

1985

 

ST. ALBANS, NY

 

 

329,500

 

 

87,250

 

 

214,600

 

 

202,150

 

 

416,750

 

 

135,207

 

 

1985

 

RIDGEWOOD, NY

 

 

278,372

 

 

38,578

 

 

250,000

 

 

66,950

 

 

316,950

 

 

30,334

 

 

1986

 

BROOKLYN, NY

 

 

626,700

 

 

282,677

 

 

408,100

 

 

501,277

 

 

909,377

 

 

339,892

 

 

1985

 

BROOKLYN, NY

 

 

476,816

 

 

272,765

 

 

306,100

 

 

443,481

 

 

749,581

 

 

307,713

 

 

1985

 

SEAFORD, NY

 

 

325,400

 

 

83,257

 

 

211,900

 

 

196,757

 

 

408,657

 

 

107,452

 

 

1985

 

BAYSIDE, NY

 

 

470,100

 

 

246,576

 

 

306,100

 

 

410,576

 

 

716,676

 

 

267,004

 

 

1985

 

BAY SHORE, NY

 

 

188,900

 

 

26,286

 

 

123,000

 

 

92,186

 

 

215,186

 

 

56,733

 

 

1985

 

ELMONT, NY

 

 

360,056

 

 

90,633

 

 

224,156

 

 

226,533

 

 

450,689

 

 

125,300

 

 

1985

 

WHITE PLAINS, NY

 

 

258,600

 

 

60,120

 

 

164,800

 

 

153,920

 

 

318,720

 

 

100,798

 

 

1985

 

SCARSDALE, NY

 

 

257,100

 

 

102,632

 

 

167,400

 

 

192,332

 

 

359,732

 

 

132,271

 

 

1985

 

EASTCHESTER, NY

 

 

614,700

 

 

34,500

 

 

400,300

 

 

248,900

 

 

649,200

 

 

135,997

 

 

1985

 

NEW ROCHELLE, NY

 

 

337,500

 

 

51,741

 

 

219,800

 

 

169,441

 

 

389,241

 

 

102,451

 

 

1985

 

BROOKLYN, NY

 

 

421,800

 

 

270,436

 

 

274,700

 

 

417,536

 

 

692,236

 

 

284,431

 

 

1985

 

COMMACK, NY

 

 

321,400

 

 

25,659

 

 

209,300

 

 

137,759

 

 

347,059

 

 

78,952

 

 

1985

 

SAG HARBOR, NY

 

 

703,600

 

 

36,012

 

 

458,200

 

 

281,412

 

 

739,612

 

 

152,932

 

 

1985

 

EAST HAMPTON, NY

 

 

659,127

 

 

39,313

 

 

427,827

 

 

270,613

 

 

698,440

 

 

147,997

 

 

1985

 

MASTIC, NY

 

 

313,400

 

 

110,180

 

 

204,100

 

 

219,480

 

 

423,580

 

 

162,281

 

 

1985

 

BRONX, NY

 

 

390,200

 

 

329,357

 

 

251,100

 

 

468,457

 

 

719,557

 

 

321,137

 

 

1985

 

YONKERS, NY

 

 

1,020,400

 

 

61,875

 

 

664,500

 

 

417,775

 

 

1,082,275

 

 

228,216

 

 

1985

 

GLENVILLE, NY

 

 

343,723

 

 

98,299

 

 

219,800

 

 

222,222

 

 

442,022

 

 

151,393

 

 

1985

 

YONKERS, NY

 

 

202,826

 

 

42,877

 

 

144,000

 

 

101,703

 

 

245,703

 

 

91,641

 

 

1986

 

MINEOLA, NY

 

 

341,500

 

 

34,411

 

 

222,400

 

 

153,511

 

 

375,911

 

 

90,255

 

 

1985

 

ALBANY, NY

 

 

404,888

 

 

104,378

 

 

261,600

 

 

247,666

 

 

509,266

 

 

170,973

 

 

1985

 

LONG ISLAND CITY, NY

 

 

1,646,307

 

 

259,443

 

 

1,071,500

 

 

834,250

 

 

1,905,750

 

 

532,030

 

 

1985

 

RENSSELAER, NY

 

 

1,653,500

 

 

514,444

 

 

1,076,800

 

 

1,091,144

 

 

2,167,944

 

 

789,339

 

 

1985

 

RENSSELAER, NY

 

 

683,781

 

 

0

 

 

286,504

 

 

397,277

 

 

683,781

 

 

108,728

 

 

2004

 

PORT JEFFERSON, NY

 

 

387,478

 

 

63,743

 

 

245,753

 

 

205,468

 

 

451,221

 

 

131,214

 

 

1985

 

SALT POINT, NY

 

 

0

 

 

554,243

 

 

301,775

 

 

252,468

 

 

554,243

 

 

103,331

 

 

1987

 

ROTTERDAM, NY

 

 

140,600

 

 

100,399

 

 

91,600

 

 

149,399

 

 

240,999

 

 

116,342

 

 

1985

 

OSSINING, NY

 

 

231,100

 

 

44,049

 

 

149,200

 

 

125,949

 

 

275,149

 

 

80,070

 

 

1985

 

ELLENVILLE, NY

 

 

233,000

 

 

53,690

 

 

151,700

 

 

134,990

 

 

286,690

 

 

89,625

 

 

1985

 

CHATHAM, NY

 

 

349,133

 

 

131,805

 

 

225,000

 

 

255,938

 

 

480,938

 

 

182,302

 

 

1985

 

HYDE PARK, NY

 

 

253,100

 

 

12,015

 

 

139,100

 

 

126,015

 

 

265,115

 

 

126,015

 

 

1985

 

SHRUB OAK, NY

 

 

1,060,700

 

 

81,807

 

 

690,700

 

 

451,807

 

 

1,142,507

 

 

255,357

 

 

1985

 

NEW YORK, NY

 

 

0

 

 

229,435

 

 

0

 

 

229,435

 

 

229,435

 

 

229,435

 

 

1985

 

BROOKLYN, NY

 

 

237,100

 

 

125,067

 

 

154,400

 

 

207,767

 

 

362,167

 

 

135,688

 

 

1985

 

STATEN ISLAND, NY

 

 

301,300

 

 

288,603

 

 

196,200

 

 

393,703

 

 

589,903

 

 

283,923

 

 

1985

 

STATEN ISLAND, NY

 

 

357,904

 

 

39,588

 

 

230,300

 

 

167,192

 

 

397,492

 

 

101,240

 

 

1985

 

STATEN ISLAND, NY

 

 

349,500

 

 

176,590

 

 

227,600

 

 

298,490

 

 

526,090

 

 

201,804

 

 

1985

 

BRONX, NY

 

 

93,817

 

 

120,396

 

 

67,200

 

 

147,013

 

 

214,213

 

 

130,646

 

 

1985

 



91




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Initial Cost
of Leasehold
or Acquisition
Investment to
Company (1)

 

Cost
Capitalized
Subsequent
to Initial
Investment

 

Land

 

Gross Amount at
Which Carried at
Close of Period
Building and
Improvements

 

Total

 

Accumulated
Depreciation

 

Date of
Initial
Leasehold or
Acquisition
Investment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRONX, NY

 

$

104,130

 

$

360,410

 

$

90,000

 

$

374,540

 

$

464,540

 

$

326,249

 

 

1985

 

PELHAM MANOR, NY

 

 

136,791

 

 

78,987

 

 

75,000

 

 

140,778

 

 

215,778

 

 

138,712

 

 

1985

 

EAST MEADOW, NY

 

 

425,000

 

 

86,005

 

 

325,000

 

 

186,005

 

 

511,005

 

 

154,006

 

 

1986

 

STATEN ISLAND, NY

 

 

389,700

 

 

88,922

 

 

253,800

 

 

224,822

 

 

478,622

 

 

152,059

 

 

1985

 

MERRICK, NY

 

 

477,498

 

 

77,925

 

 

240,764

 

 

314,659

 

 

555,423

 

 

157,414

 

 

1987

 

MASSAPEQUA, NY

 

 

333,400

 

 

53,696

 

 

217,100

 

 

169,996

 

 

387,096

 

 

109,017

 

 

1985

 

TROY, NY

 

 

225,000

 

 

60,569

 

 

146,500

 

 

139,069

 

 

285,569

 

 

97,618

 

 

1985

 

BALDWIN, NY

 

 

290,923

 

 

5,007

 

 

151,280

 

 

144,650

 

 

295,930

 

 

86,176

 

 

1986

 

NEW YORK, NY

 

 

0

 

 

541,637

 

 

0

 

 

541,637

 

 

541,637

 

 

477,319

 

 

1986

 

MIDDLETOWN, NY

 

 

751,200

 

 

166,411

 

 

489,200

 

 

428,411

 

 

917,611

 

 

244,445

 

 

1985

 

OCEANSIDE, NY

 

 

313,400

 

 

88,863

 

 

204,100

 

 

198,163

 

 

402,263

 

 

110,920

 

 

1985

 

WANTAGH, NY

 

 

261,814

 

 

85,758

 

 

175,000

 

 

172,572

 

 

347,572

 

 

139,271

 

 

1985

 

NORTHPORT, NY

 

 

241,100

 

 

33,036

 

 

157,000

 

 

117,136

 

 

274,136

 

 

73,013

 

 

1985

 

BALLSTON, NY

 

 

160,000

 

 

134,021

 

 

110,000

 

 

184,021

 

 

294,021

 

 

181,404

 

 

1986

 

BALLSTON SPA, NY

 

 

210,000

 

 

105,073

 

 

100,000

 

 

215,073

 

 

315,073

 

 

211,564

 

 

1986

 

COLONIE, NY

 

 

245,150

 

 

28,322

 

 

120,150

 

 

153,322

 

 

273,472

 

 

150,416

 

 

1986

 

DELMAR, NY

 

 

150,000

 

 

42,478

 

 

70,000

 

 

122,478

 

 

192,478

 

 

119,169

 

 

1986

 

FORT EDWARD, NY

 

 

225,000

 

 

65,739

 

 

150,000

 

 

140,739

 

 

290,739

 

 

140,132

 

 

1986

 

QUEENSBURY, NY

 

 

225,000

 

 

105,592

 

 

165,000

 

 

165,592

 

 

330,592

 

 

164,944

 

 

1986

 

HALFMOON, NY

 

 

415,000

 

 

205,598

 

 

228,100

 

 

392,498

 

 

620,598

 

 

386,836

 

 

1986

 

HANCOCK, NY

 

 

100,000

 

 

109,470

 

 

50,000

 

 

159,470

 

 

209,470

 

 

156,719

 

 

1986

 

HYDE PARK, NY

 

 

300,000

 

 

59,198

 

 

175,000

 

 

184,198

 

 

359,198

 

 

183,391

 

 

1986

 

LATHAM, NY

 

 

275,000

 

 

68,160

 

 

150,000

 

 

193,160

 

 

343,160

 

 

188,752

 

 

1986

 

MALTA, NY

 

 

190,000

 

 

91,726

 

 

65,000

 

 

216,726

 

 

281,726

 

 

211,271

 

 

1986

 

MILLERTON, NY

 

 

175,000

 

 

123,063

 

 

100,000

 

 

198,063

 

 

298,063

 

 

196,919

 

 

1986

 

NEW WINDSOR, NY

 

 

150,000

 

 

94,791

 

 

75,000

 

 

169,791

 

 

244,791

 

 

161,327

 

 

1986

 

NISKAYUNA, NY

 

 

425,000

 

 

35,421

 

 

275,000

 

 

185,421

 

 

460,421

 

 

184,584

 

 

1986

 

PLEASANT VALLEY, NY

 

 

398,497

 

 

115,129

 

 

240,000

 

 

273,626

 

 

513,626

 

 

222,558

 

 

1986

 

QUEENSBURY, NY

 

 

215,255

 

 

65,245

 

 

140,255

 

 

140,245

 

 

280,500

 

 

135,714

 

 

1986

 

ROTTERDAM, NY

 

 

132,287

 

 

166,077

 

 

0

 

 

298,364

 

 

298,364

 

 

258,942

 

 

1995

 

SCHENECTADY, NY

 

 

225,000

 

 

298,103

 

 

150,000

 

 

373,103

 

 

523,103

 

 

369,352

 

 

1986

 

S. GLENS FALLS, NY

 

 

325,000

 

 

58,892

 

 

188,700

 

 

195,192

 

 

383,892

 

 

195,192

 

 

1986

 

ALBANY, NY

 

 

206,620

 

 

87,949

 

 

81,620

 

 

212,949

 

 

294,569

 

 

211,779

 

 

1986

 

NEWBURGH, NY

 

 

430,766

 

 

25,850

 

 

150,000

 

 

306,616

 

 

456,616

 

 

299,080

 

 

1989

 

JERICHO, NY

 

 

0

 

 

274,779

 

 

0

 

 

274,779

 

 

274,779

 

 

155,023

 

 

1998

 

RHINEBECK, NY

 

 

203,658

 

 

0

 

 

101,829

 

 

101,829

 

 

203,658

 

 

16,634

 

 

2007

 

PORT EWEN, NY

 

 

657,147

 

 

0

 

 

176,924

 

 

480,223

 

 

657,147

 

 

83,743

 

 

2007

 

CATSKILL, NY

 

 

404,988

 

 

0

 

 

354,365

 

 

50,623

 

 

404,988

 

 

6,075

 

 

2007

 

CATSKILL, NY

 

 

321,446

 

 

0

 

 

125,000

 

 

196,446

 

 

321,446

 

 

54,588

 

 

2004

 

CATSKILL, NY

 

 

104,447

 

 

99,076

 

 

203,523

 

 

0

 

 

203,523

 

 

0

 

 

1989

 

HUDSON, NY

 

 

303,741

 

 

126,379

 

 

151,871

 

 

278,249

 

 

430,120

 

 

140,534

 

 

1989

 

SAUGERTIES, NY

 

 

328,668

 

 

63,983

 

 

328,668

 

 

63,983

 

 

392,651

 

 

63,845

 

 

1988

 

QUARRYVILLE, NY

 

 

35,917

 

 

168,199

 

 

35,916

 

 

168,200

 

 

204,116

 

 

163,096

 

 

1988

 

MENANDS, NY

 

 

150,580

 

 

60,563

 

 

49,999

 

 

161,144

 

 

211,143

 

 

149,918

 

 

1988

 

BREWSTER, NY

 

 

302,564

 

 

44,393

 

 

142,564

 

 

204,393

 

 

346,957

 

 

201,278

 

 

1988

 

VALATIE, NY

 

 

165,590

 

 

394,981

 

 

90,829

 

 

469,742

 

 

560,571

 

 

439,439

 

 

1989

 

CAIRO, NY

 

 

191,928

 

 

142,895

 

 

46,650

 

 

288,173

 

 

334,823

 

 

280,668

 

 

1988

 

RED HOOK, NY

 

 

0

 

 

226,787

 

 

0

 

 

226,787

 

 

226,787

 

 

222,389

 

 

1991

 

WEST TAGHKANIC, NY

 

 

202,750

 

 

117,540

 

 

121,650

 

 

198,640

 

 

320,290

 

 

138,989

 

 

1986

 

RAVENA, NY

 

 

0

 

 

199,900

 

 

0

 

 

199,900

 

 

199,900

 

 

195,574

 

 

1991

 

SAYVILLE, NY

 

 

528,225

 

 

0

 

 

300,000

 

 

228,225

 

 

528,225

 

 

104,223

 

 

1998

 

WANTAGH, NY

 

 

640,680

 

 

0

 

 

370,200

 

 

270,480

 

 

640,680

 

 

123,516

 

 

1998

 

CENTRAL ISLIP, NY

 

 

572,244

 

 

0

 

 

357,500

 

 

214,744

 

 

572,244

 

 

97,957

 

 

1998

 

FLUSHING, NY

 

 

516,110

 

 

0

 

 

320,125

 

 

195,985

 

 

516,110

 

 

89,328

 

 

1998

 

NORTH LINDENHURST, NY

 

 

294,866

 

 

0

 

 

192,000

 

 

102,866

 

 

294,866

 

 

68,199

 

 

1998

 

WYANDANCH, NY

 

 

415,414

 

 

0

 

 

279,500

 

 

135,914

 

 

415,414

 

 

79,142

 

 

1998

 

NEW ROCHELLE, NY

 

 

415,180

 

 

0

 

 

251,875

 

 

163,305

 

 

415,180

 

 

74,244

 

 

1998

 

FLORAL PARK, NY

 

 

616,700

 

 

0

 

 

356,400

 

 

260,300

 

 

616,700

 

 

118,740

 

 

1998

 

RIVERHEAD, NY

 

 

723,346

 

 

0

 

 

431,700

 

 

291,646

 

 

723,346

 

 

133,040

 

 

1998

 

AMHERST, NY

 

 

223,009

 

 

0

 

 

173,451

 

 

49,558

 

 

223,009

 

 

32,208

 

 

2000

 

BUFFALO, NY

 

 

312,426

 

 

0

 

 

150,888

 

 

161,538

 

 

312,426

 

 

80,252

 

 

2000

 

GRAND ISLAND, NY

 

 

350,849

 

 

0

 

 

247,348

 

 

103,501

 

 

350,849

 

 

60,442

 

 

2000

 

HAMBURG, NY

 

 

294,031

 

 

0

 

 

163,906

 

 

130,125

 

 

294,031

 

 

54,218

 

 

2000

 

LACKAWANNA, NY

 

 

250,030

 

 

0

 

 

129,870

 

 

120,160

 

 

250,030

 

 

61,720

 

 

2000

 

LEWISTON, NY

 

 

205,000

 

 

0

 

 

125,000

 

 

80,000

 

 

205,000

 

 

33,333

 

 

2000

 

TONAWANDA, NY

 

 

189,296

 

 

0

 

 

147,122

 

 

42,174

 

 

189,296

 

 

17,573

 

 

2000

 

TONAWANDA, NY

 

 

263,596

 

 

11,493

 

 

211,337

 

 

63,752

 

 

275,089

 

 

43,718

 

 

2000

 

WEST SENECA, NY

 

 

257,142

 

 

0

 

 

184,385

 

 

72,757

 

 

257,142

 

 

30,322

 

 

2000

 

WILLIAMSVILLE, NY

 

 

211,972

 

 

0

 

 

176,643

 

 

35,329

 

 

211,972

 

 

14,719

 

 

2000

 

ALFRED STATION, NY

 

 

714,108

 

 

0

 

 

414,108

 

 

300,000

 

 

714,108

 

 

46,000

 

 

2006

 

AVOCA, NY

 

 

935,543

 

 

0

 

 

634,543

 

 

301,000

 

 

935,543

 

 

46,000

 

 

2006

 

BATAVIA, NY

 

 

684,279

 

 

0

 

 

364,279

 

 

320,000

 

 

684,279

 

 

49,067

 

 

2006

 

BYRON, NY

 

 

969,117

 

 

0

 

 

669,117

 

 

300,000

 

 

969,117

 

 

46,000

 

 

2006

 

CASTILE, NY

 

 

307,196

 

 

0

 

 

132,196

 

 

175,000

 

 

307,196

 

 

26,833

 

 

2006

 

CHURCHVILLE, NY

 

 

1,011,381

 

 

0

 

 

601,381

 

 

410,000

 

 

1,011,381

 

 

62,867

 

 

2006

 

EAST PEMBROKE, NY

 

 

787,465

 

 

0

 

 

537,465

 

 

250,000

 

 

787,465

 

 

38,333

 

 

2006

 

FRIENDSHIP, NY

 

 

392,517

 

 

0

 

 

42,517

 

 

350,000

 

 

392,517

 

 

53,667

 

 

2006

 

NAPLES, NY

 

 

1,257,487

 

 

0

 

 

827,487

 

 

430,000

 

 

1,257,487

 

 

65,933

 

 

2006

 

ROCHESTER, NY

 

 

559,049

 

 

0

 

 

159,049

 

 

400,000

 

 

559,049

 

 

61,333

 

 

2006

 

PERRY, NY

 

 

1,443,847

 

 

0

 

 

1,043,847

 

 

400,000

 

 

1,443,847

 

 

61,333

 

 

2006

 

PRATTSBURG, NY

 

 

553,136

 

 

0

 

 

303,136

 

 

250,000

 

 

553,136

 

 

38,333

 

 

2006

 

SAVONA, NY

 

 

1,314,135

 

 

0

 

 

964,136

 

 

349,999

 

 

1,314,135

 

 

53,667

 

 

2006

 

WARSAW, NY

 

 

990,259

 

 

0

 

 

690,259

 

 

300,000

 

 

990,259

 

 

46,000

 

 

2006

 

WELLSVILLE, NY

 

 

247,281

 

 

0

 

 

0

 

 

247,281

 

 

247,281

 

 

37,916

 

 

2006

 

ROCHESTER, NY

 

 

823,031

 

 

0

 

 

273,031

 

 

550,000

 

 

823,031

 

 

84,757

 

 

2006

 

LAKEVILLE, NY

 

 

1,027,783

 

 

0

 

 

202,857

 

 

824,926

 

 

1,027,783

 

 

91,323

 

 

2008

 

GREIGSVILLE, NY

 

 

1,017,739

 

 

0

 

 

202,873

 

 

814,866

 

 

1,017,739

 

 

89,426

 

 

2008

 

ROCHESTER, NY

 

 

595,237

 

 

0

 

 

305,237

 

 

290,000

 

 

595,237

 

 

22,893

 

 

2008

 

PHILADELPHIA, PA

 

 

687,000

 

 

25,017

 

 

447,400

 

 

264,617

 

 

712,017

 

 

137,446

 

 

1985

 

PHILADELPHIA, PA

 

 

237,100

 

 

205,495

 

 

154,400

 

 

288,195

 

 

442,595

 

 

196,645

 

 

1985

 

ALLENTOWN, PA

 

 

357,500

 

 

76,385

 

 

232,800

 

 

201,085

 

 

433,885

 

 

119,084

 

 

1985

 

NORRISTOWN, PA

 

 

241,300

 

 

78,419

 

 

157,100

 

 

162,619

 

 

319,719

 

 

97,709

 

 

1985

 

BRYN MAWR, PA

 

 

221,000

 

 

59,832

 

 

143,900

 

 

136,932

 

 

280,832

 

 

93,668

 

 

1985

 

CONSHOHOCKEN, PA

 

 

261,100

 

 

77,885

 

 

170,000

 

 

168,985

 

 

338,985

 

 

116,737

 

 

1985

 

PHILADELPHIA, PA

 

 

281,200

 

 

34,285

 

 

183,100

 

 

132,385

 

 

315,485

 

 

79,638

 

 

1985

 

HUNTINGDON VALLEY, PA

 

 

421,800

 

 

36,439

 

 

274,700

 

 

183,539

 

 

458,239

 

 

105,807

 

 

1985

 

FEASTERVILLE, PA

 

 

510,200

 

 

160,144

 

 

332,200

 

 

338,144

 

 

670,344

 

 

226,939

 

 

1985

 

PHILADELPHIA, PA

 

 

285,200

 

 

65,498

 

 

185,700

 

 

164,998

 

 

350,698

 

 

112,381

 

 

1985

 

PHILADELPHIA, PA

 

 

289,300

 

 

50,010

 

 

188,400

 

 

150,910

 

 

339,310

 

 

96,859

 

 

1985

 

PHILADELPHIA, PA

 

 

405,800

 

 

221,269

 

 

264,300

 

 

362,769

 

 

627,069

 

 

255,105

 

 

1985

 

PHILADELPHIA, PA

 

 

417,800

 

 

210,406

 

 

272,100

 

 

356,106

 

 

628,206

 

 

227,069

 

 

1985

 

PHILADELPHIA, PA

 

 

369,600

 

 

276,720

 

 

240,700

 

 

405,620

 

 

646,320

 

 

292,790

 

 

1985

 

HATBORO, PA

 

 

285,200

 

 

61,979

 

 

185,700

 

 

161,479

 

 

347,179

 

 

108,598

 

 

1985

 

HAVERTOWN, PA

 

 

402,000

 

 

22,660

 

 

253,800

 

 

170,860

 

 

424,660

 

 

99,740

 

 

1985

 

MEDIA, PA

 

 

326,195

 

 

24,082

 

 

191,000

 

 

159,277

 

 

350,277

 

 

105,741

 

 

1985

 

PHILADELPHIA, PA

 

 

389,700

 

 

28,006

 

 

253,800

 

 

163,906

 

 

417,706

 

 

92,695

 

 

1985

 

PHILADELPHIA, PA

 

 

341,500

 

 

224,647

 

 

222,400

 

 

343,747

 

 

566,147

 

 

228,179

 

 

1985

 

ALDAN, PA

 

 

281,200

 

 

45,539

 

 

183,100

 

 

143,639

 

 

326,739

 

 

88,918

 

 

1985

 

BRISTOL, PA

 

 

430,500

 

 

82,981

 

 

280,000

 

 

233,481

 

 

513,481

 

 

154,868

 

 

1985

 

TREVOSE, PA

 

 

215,214

 

 

16,382

 

 

150,000

 

 

81,596

 

 

231,596

 

 

76,096

 

 

1987

 

HAVERTOWN, PA

 

 

265,200

 

 

24,500

 

 

172,700

 

 

117,000

 

 

289,700

 

 

66,918

 

 

1985

 

ABINGTON, PA

 

 

309,300

 

 

43,696

 

 

201,400

 

 

151,596

 

 

352,996

 

 

94,716

 

 

1985

 

HATBORO, PA

 

 

289,300

 

 

61,371

 

 

188,400

 

 

162,271

 

 

350,671

 

 

108,669

 

 

1985

 

CLIFTON HGTS., PA

 

 

428,201

 

 

63,403

 

 

256,400

 

 

235,204

 

 

491,604

 

 

161,928

 

 

1985

 

ALDAN, PA

 

 

433,800

 

 

21,152

 

 

282,500

 

 

172,452

 

 

454,952

 

 

92,653

 

 

1985

 

SHARON HILL, PA

 

 

411,057

 

 

39,574

 

 

266,800

 

 

183,831

 

 

450,631

 

 

108,981

 

 

1985

 


92






 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Initial Cost
of Leasehold
or Acquisition
Investment to
Company (1)

 

Cost
Capitalized
Subsequent
to Initial
Investment

 

Land

 

Gross Amount at
Which Carried at
Close of Period
Building and
Improvements

 

Total

 

Accumulated
Depreciation

 

Date of
Initial
Leasehold or
Acquisition
Investment (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEDIA, PA

 

$

474,100

 

$

5,055

 

$

308,700

 

$

170,455

 

$

479,155

 

$

83,897

 

 

1985

 

ROSLYN, PA

 

 

349,500

 

 

173,661

 

 

227,600

 

 

295,561

 

 

523,161

 

 

227,969

 

 

1985

 

CLIFTON HGTS, PA

 

 

213,000

 

 

46,824

 

 

138,700

 

 

121,124

 

 

259,824

 

 

81,437

 

 

1985

 

PHILADELPHIA, PA

 

 

369,600

 

 

273,642

 

 

240,700

 

 

402,542

 

 

643,242

 

 

306,174

 

 

1985

 

MORRISVILLE, PA

 

 

377,600

 

 

33,522

 

 

245,900

 

 

165,222

 

 

411,122

 

 

95,906

 

 

1985

 

PHILADELPHIA, PA

 

 

302,999

 

 

220,313

 

 

181,497

 

 

341,815

 

 

523,312

 

 

293,393

 

 

1985

 

PHOENIXVILLE, PA

 

 

413,800

 

 

17,561

 

 

269,500

 

 

161,861

 

 

431,361

 

 

86,345

 

 

1985

 

LANGHORNE, PA

 

 

122,202

 

 

69,328

 

 

50,000

 

 

141,530

 

 

191,530

 

 

99,333

 

 

1987

 

POTTSTOWN, PA

 

 

430,000

 

 

48,854

 

 

280,000

 

 

198,854

 

 

478,854

 

 

120,210

 

 

1985

 

BOYERTOWN, PA

 

 

233,000

 

 

5,373

 

 

151,700

 

 

86,673

 

 

238,373

 

 

44,127

 

 

1985

 

QUAKERTOWN, PA

 

 

379,111

 

 

89,812

 

 

243,300

 

 

225,623

 

 

468,923

 

 

157,434

 

 

1985

 

SOUDERTON, PA

 

 

381,700

 

 

172,170

 

 

248,600

 

 

305,270

 

 

553,870

 

 

206,609

 

 

1985

 

LANSDALE, PA

 

 

243,844

 

 

200,458

 

 

243,844

 

 

200,458

 

 

444,302

 

 

124,383

 

 

1985

 

FURLONG, PA

 

 

175,300

 

 

151,150

 

 

175,300

 

 

151,150

 

 

326,450

 

 

101,322

 

 

1985

 

DOYLESTOWN, PA

 

 

405,800

 

 

32,659

 

 

264,300

 

 

174,159

 

 

438,459

 

 

99,328

 

 

1985

 

NORRISTOWN, PA

 

 

175,300

 

 

120,786

 

 

175,300

 

 

120,786

 

 

296,086

 

 

70,702

 

 

1985

 

TRAPPE, PA

 

 

377,600

 

 

44,509

 

 

245,900

 

 

176,209

 

 

422,109

 

 

107,287

 

 

1985

 

GETTYSBURG, PA

 

 

157,602

 

 

28,530

 

 

67,602

 

 

118,530

 

 

186,132

 

 

118,167

 

 

1986

 

PARADISE, PA

 

 

132,295

 

 

151,188

 

 

102,295

 

 

181,188

 

 

283,483

 

 

181,188

 

 

1986

 

LINWOOD, PA

 

 

171,518

 

 

22,371

 

 

102,968

 

 

90,921

 

 

193,889

 

 

90,076

 

 

1987

 

READING, PA

 

 

750,000

 

 

49,125

 

 

0

 

 

799,125

 

 

799,125

 

 

792,720

 

 

1989

 

ELKINS PARK, PA

 

 

275,171

 

 

17,524

 

 

200,000

 

 

92,695

 

 

292,695

 

 

91,588

 

 

1990

 

NEW OXFORD, PA

 

 

1,044,707

 

 

13,500

 

 

18,687

 

 

1,039,520

 

 

1,058,207

 

 

844,811

 

 

1996

 

GLEN ROCK, PA

 

 

20,442

 

 

166,633

 

 

20,442

 

 

166,633

 

 

187,075

 

 

149,023

 

 

1961

 

PHILADELPHIA, PA

 

 

1,251,534

 

 

0

 

 

813,997

 

 

437,537

 

 

1,251,534

 

 

3,222

 

 

2009

 

NORTH KINGSTOWN, RI

 

 

211,835

 

 

25,971

 

 

89,135

 

 

148,671

 

 

237,806

 

 

148,205

 

 

1985

 

MIDDLETOWN, RI

 

 

306,710

 

 

16,364

 

 

176,710

 

 

146,364

 

 

323,074

 

 

145,626

 

 

1987

 

WARWICK, RI

 

 

376,563

 

 

39,933

 

 

205,889

 

 

210,607

 

 

416,496

 

 

209,088

 

 

1989

 

PROVIDENCE, RI

 

 

231,372

 

 

191,647

 

 

150,392

 

 

272,627

 

 

423,019

 

 

154,654

 

 

1991

 

EAST PROVIDENCE, RI

 

 

2,297,435

 

 

568,241

 

 

1,495,700

 

 

1,369,976

 

 

2,865,676

 

 

741,895

 

 

1985

 

ASHAWAY, RI

 

 

618,609

 

 

0

 

 

402,096

 

 

216,513

 

 

618,609

 

 

44,749

 

 

2004

 

EAST PROVIDENCE, RI

 

 

309,950

 

 

49,546

 

 

202,050

 

 

157,446

 

 

359,496

 

 

99,250

 

 

1985

 

PAWTUCKET, RI

 

 

212,775

 

 

161,188

 

 

118,860

 

 

255,103

 

 

373,963

 

 

240,898

 

 

1986

 

WARWICK, RI

 

 

434,752

 

 

24,730

 

 

266,800

 

 

192,682

 

 

459,482

 

 

117,853

 

 

1985

 

CRANSTON, RI

 

 

466,100

 

 

12,576

 

 

303,500

 

 

175,176

 

 

478,676

 

 

89,783

 

 

1985

 

PAWTUCKET, RI

 

 

207,100

 

 

2,990

 

 

154,400

 

 

55,690

 

 

210,090

 

 

42,411

 

 

1985

 

BARRINGTON, RI

 

 

490,200

 

 

213,866

 

 

319,200

 

 

384,866

 

 

704,066

 

 

284,432

 

 

1985

 

WARWICK, RI

 

 

253,100

 

 

34,400

 

 

164,800

 

 

122,700

 

 

287,500

 

 

74,839

 

 

1985

 

N. PROVIDENCE, RI

 

 

542,400

 

 

61,717

 

 

353,200

 

 

250,917

 

 

604,117

 

 

151,534

 

 

1985

 

EAST PROVIDENCE, RI

 

 

486,675

 

 

13,947

 

 

316,600

 

 

184,022

 

 

500,622

 

 

94,998

 

 

1985

 

WAKEFIELD, RI

 

 

413,800

 

 

39,616

 

 

269,500

 

 

183,916

 

 

453,416

 

 

102,217

 

 

1985

 

EPHRATA, PA

 

 

183,477

 

 

96,937

 

 

136,809

 

 

143,605

 

 

280,414

 

 

143,596

 

 

1990

 

DOUGLASSVILLE, PA

 

 

178,488

 

 

23,321

 

 

128,738

 

 

73,071

 

 

201,809

 

 

73,071

 

 

1990

 

POTTSVILLE, PA

 

 

162,402

 

 

82,769

 

 

43,471

 

 

201,700

 

 

245,171

 

 

192,417

 

 

1990

 

POTTSVILLE, PA

 

 

451,360

 

 

19,361

 

 

147,740

 

 

322,981

 

 

470,721

 

 

317,280

 

 

1990

 

LANCASTER, PA

 

 

208,677

 

 

24,347

 

 

78,254

 

 

154,770

 

 

233,024

 

 

154,770

 

 

1989

 

BETHLEHEM, PA

 

 

208,677

 

 

42,927

 

 

130,423

 

 

121,181

 

 

251,604

 

 

121,181

 

 

1989

 

LANCASTER, PA

 

 

642,000

 

 

17,993

 

 

300,000

 

 

359,993

 

 

659,993

 

 

359,993

 

 

1989

 

HAMBURG, PA

 

 

219,280

 

 

75,745

 

 

130,423

 

 

164,602

 

 

295,025

 

 

164,602

 

 

1989

 

READING, PA

 

 

182,592

 

 

82,812

 

 

104,338

 

 

161,066

 

 

265,404

 

 

147,623

 

 

1989

 

MOUNTVILLE, PA

 

 

195,635

 

 

19,506

 

 

78,254

 

 

136,887

 

 

215,141

 

 

136,887

 

 

1989

 

EBENEZER, PA

 

 

147,058

 

 

88,474

 

 

68,804

 

 

166,728

 

 

235,532

 

 

148,286

 

 

1989

 

INTERCOURSE, PA

 

 

311,503

 

 

81,287

 

 

157,801

 

 

234,989

 

 

392,790

 

 

115,614

 

 

1989

 

REINHOLDS, PA

 

 

176,520

 

 

83,686

 

 

82,017

 

 

178,189

 

 

260,206

 

 

165,976

 

 

1989

 

COLUMBIA, PA

 

 

225,906

 

 

13,206

 

 

75,000

 

 

164,112

 

 

239,112

 

 

144,883

 

 

1989

 

OXFORD, PA

 

 

191,449

 

 

118,321

 

 

65,212

 

 

244,558

 

 

309,770

 

 

223,504

 

 

1989

 

EPHRATA, PA

 

 

208,604

 

 

52,826

 

 

30,000

 

 

231,430

 

 

261,430

 

 

179,819

 

 

1989

 

ROBESONIA, PA

 

 

225,913

 

 

102,802

 

 

70,000

 

 

258,715

 

 

328,715

 

 

243,959

 

 

1989

 

KENHORST, PA

 

 

143,466

 

 

94,592

 

 

65,212

 

 

172,846

 

 

238,058

 

 

172,846

 

 

1989

 

NEFFSVILLE, PA

 

 

234,761

 

 

45,637

 

 

91,296

 

 

189,102

 

 

280,398

 

 

186,954

 

 

1989

 

LEOLA, PA

 

 

262,890

 

 

102,007

 

 

131,189

 

 

233,708

 

 

364,897

 

 

131,417

 

 

1989

 

EPHRATA, PA

 

 

187,843

 

 

9,400

 

 

65,212

 

 

132,031

 

 

197,243

 

 

131,262

 

 

1989

 

RED LION, PA

 

 

221,719

 

 

29,788

 

 

52,169

 

 

199,338

 

 

251,507

 

 

199,338

 

 

1989

 

READING, PA

 

 

129,284

 

 

137,863

 

 

65,352

 

 

201,795

 

 

267,147

 

 

174,658

 

 

1989

 

ROTHSVILLE, PA

 

 

169,550

 

 

25,188

 

 

52,169

 

 

142,569

 

 

194,738

 

 

142,569

 

 

1989

 

HANOVER, PA

 

 

231,028

 

 

13,252

 

 

70,000

 

 

174,280

 

 

244,280

 

 

159,496

 

 

1989

 

HARRISBURG, PA

 

 

399,016

 

 

347,590

 

 

198,740

 

 

547,866

 

 

746,606

 

 

360,151

 

 

1989

 

ADAMSTOWN, PA

 

 

213,424

 

 

108,844

 

 

100,000

 

 

222,268

 

 

322,268

 

 

178,442

 

 

1989

 

LANCASTER, PA

 

 

308,964

 

 

83,443

 

 

104,338

 

 

288,069

 

 

392,407

 

 

274,570

 

 

1989

 

NEW HOLLAND, PA

 

 

313,015

 

 

106,839

 

 

143,465

 

 

276,389

 

 

419,854

 

 

256,032

 

 

1989

 

CHRISTIANA, PA

 

 

182,593

 

 

11,178

 

 

65,212

 

 

128,559

 

 

193,771

 

 

128,559

 

 

1989

 

WYOMISSING HILLS, PA

 

 

319,320

 

 

113,176

 

 

76,074

 

 

356,422

 

 

432,496

 

 

356,422

 

 

1989

 

LAURELDALE, PA

 

 

262,079

 

 

15,550

 

 

86,941

 

 

190,688

 

 

277,629

 

 

189,150

 

 

1989

 

REIFFTON, PA

 

 

338,250

 

 

5,295

 

 

43,470

 

 

300,075

 

 

343,545

 

 

300,075

 

 

1989

 

W.READING, PA

 

 

790,432

 

 

68,726

 

 

387,641

 

 

471,517

 

 

859,158

 

 

470,893

 

 

1989

 

ARENDTSVILLE, PA

 

 

173,759

 

 

101,020

 

 

32,603

 

 

242,176

 

 

274,779

 

 

222,873

 

 

1989

 

MOHNTON, PA

 

 

317,228

 

 

56,374

 

 

66,425

 

 

307,177

 

 

373,602

 

 

294,203

 

 

1989

 

MCCONNELLSBURG, PA

 

 

155,367

 

 

145,616

 

 

69,915

 

 

231,068

 

 

300,983

 

 

141,305

 

 

1989

 

CRESTLINE, OH

 

 

1,201,523

 

 

0

 

 

284,761

 

 

916,762

 

 

1,201,523

 

 

56,833

 

 

2008

 

MANSFIELD, OH

 

 

921,108

 

 

0

 

 

331,599

 

 

589,509

 

 

921,108

 

 

34,311

 

 

2008

 

MANSFIELD, OH

 

 

1,950,000

 

 

0

 

 

700,000

 

 

1,250,000

 

 

1,950,000

 

 

54,083

 

 

2009

 

MONROEVILLE, OH

 

 

2,580,000

 

 

0

 

 

485,000

 

 

2,095,000

 

 

2,580,000

 

 

42,772

 

 

2009

 

ROANOKE, VA

 

 

91,281

 

 

150,495

 

 

0

 

 

241,776

 

 

241,776

 

 

241,778

 

 

1990

 

RICHMOND, VA

 

 

120,818

 

 

167,895

 

 

0

 

 

288,713

 

 

288,713

 

 

288,713

 

 

1990

 

CHESAPEAKE, VA

 

 

1,184,759

 

 

32,132

 

 

604,983

 

 

611,908

 

 

1,216,891

 

 

161,615

 

 

1990

 

PORTSMOUTH, VA

 

 

562,255

 

 

17,106

 

 

221,610

 

 

357,751

 

 

579,361

 

 

354,410

 

 

1990

 

NORFOLK, VA

 

 

534,910

 

 

6,050

 

 

310,630

 

 

230,330

 

 

540,960

 

 

230,330

 

 

1990

 

ASHLAND, VA

 

 

839,997

 

 

0

 

 

839,997

 

 

0

 

 

839,997

 

 

0

 

 

2005

 

FARMVILLE, VA

 

 

1,226,505

 

 

0

 

 

621,505

 

 

605,000

 

 

1,226,505

 

 

114,950

 

 

2005

 

FREDERICKSBURG, VA

 

 

1,279,280

 

 

0

 

 

469,280

 

 

810,000

 

 

1,279,280

 

 

153,900

 

 

2005

 

FREDERICKSBURG, VA

 

 

1,715,914

 

 

0

 

 

995,914

 

 

720,000

 

 

1,715,914

 

 

136,800

 

 

2005

 

FREDERICKSBURG, VA

 

 

1,289,425

 

 

0

 

 

798,444

 

 

490,981

 

 

1,289,425

 

 

112,657

 

 

2005

 

FREDERICKSBURG, VA

 

 

3,623,228

 

 

0

 

 

2,828,228

 

 

795,000

 

 

3,623,228

 

 

151,050

 

 

2005

 

GLEN ALLEN, VA

 

 

1,036,585

 

 

0

 

 

411,585

 

 

625,000

 

 

1,036,585

 

 

118,750

 

 

2005

 

GLEN ALLEN, VA

 

 

1,077,402

 

 

0

 

 

322,402

 

 

755,000

 

 

1,077,402

 

 

143,450

 

 

2005

 

KING GEORGE, VA

 

 

293,638

 

 

0

 

 

293,638

 

 

0

 

 

293,638

 

 

0

 

 

2005

 

KING WILLIAM, VA

 

 

1,687,540

 

 

0

 

 

1,067,540

 

 

620,000

 

 

1,687,540

 

 

117,800

 

 

2005

 

MECHANICSVILLE, VA

 

 

1,124,769

 

 

0

 

 

504,769

 

 

620,000

 

 

1,124,769

 

 

117,800

 

 

2005

 

MECHANICSVILLE, VA

 

 

902,892

 

 

0

 

 

272,892

 

 

630,000

 

 

902,892

 

 

119,700

 

 

2005

 

MECHANICSVILLE, VA

 

 

1,476,043

 

 

0

 

 

876,043

 

 

600,000

 

 

1,476,043

 

 

114,000

 

 

2005

 

MECHANICSVILLE, VA

 

 

957,418

 

 

0

 

 

324,158

 

 

633,260

 

 

957,418

 

 

159,410

 

 

2005

 

MECHANICSVILLE, VA

 

 

193,088

 

 

0

 

 

193,088

 

 

0

 

 

193,088

 

 

0

 

 

2005

 

MECHANICSVILLE, VA

 

 

1,677,065

 

 

0

 

 

1,157,065

 

 

520,000

 

 

1,677,065

 

 

98,800

 

 

2005

 

MECHANICSVILLE, VA

 

 

1,042,870

 

 

0

 

 

222,870

 

 

820,000

 

 

1,042,870

 

 

155,800

 

 

2005

 

MONTPELIER, VA

 

 

2,480,686

 

 

0

 

 

1,725,686

 

 

755,000

 

 

2,480,686

 

 

143,450

 

 

2005

 

PETERSBURG, VA

 

 

1,441,374

 

 

0

 

 

816,374

 

 

625,000

 

 

1,441,374

 

 

118,750

 

 

2005

 

RICHMOND, VA

 

 

1,131,878

 

 

0

 

 

546,878

 

 

585,000

 

 

1,131,878

 

 

111,150

 

 

2005

 

RUTHER GLEN, VA

 

 

466,341

 

 

0

 

 

31,341

 

 

435,000

 

 

466,341

 

 

82,650

 

 

2005

 

SANDSTON, VA

 

 

721,651

 

 

0

 

 

101,651

 

 

620,000

 

 

721,651

 

 

117,800

 

 

2005

 

SPOTSYLVANIA, VA

 

 

1,290,239

 

 

0

 

 

490,239

 

 

800,000

 

 

1,290,239

 

 

152,000

 

 

2005

 

CHESAPEAKE, VA

 

 

1,026,115

 

 

7,149

 

 

407,026

 

 

626,238

 

 

1,033,264

 

 

624,922

 

 

1990

 

BENNINGTON, VT

 

 

309,300

 

 

154,480

 

 

201,400

 

 

262,380

 

 

463,780

 

 

163,522

 

 

1985

 

JACKSONVILLE, FL

 

 

559,514

 

 

0

 

 

296,434

 

 

263,080

 

 

559,514

 

 

109,614

 

 

2000

 

JACKSONVILLE, FL

 

 

485,514

 

 

0

 

 

388,434

 

 

97,080

 

 

485,514

 

 

40,447

 

 

2000

 

JACKSONVILLE, FL

 

 

196,764

 

 

0

 

 

114,434

 

 

82,330

 

 

196,764

 

 

34,302

 

 

2000

 

JACKSONVILLE, FL

 

 

201,477

 

 

0

 

 

117,907

 

 

83,570

 

 

201,477

 

 

34,822

 

 

2000

 

JACKSONVILLE, FL

 

 

545,314

 

 

0

 

 

256,434

 

 

288,880

 

 

545,314

 

 

120,364

 

 

2000

 

ORLANDO, FL

 

 

867,515

 

 

0

 

 

401,435

 

 

466,080

 

 

867,515

 

 

194,197

 

 

2000

 

Miscellaneous Investments

 

 

12,200,724

 

 

12,924,015

 

 

7,436,922

 

 

17,687,817

 

 

25,124,739

 

 

16,426,126

 

 

  

 

 

 


















 

 

 

 

 

 

$

425,827,135

 

$

78,046,667

 

$

252,082,801

 

$

251,791,001

 

$

503,873,802

 

$

136,669,475

 

 

 

 

 

 


















 

 

 

 


 

 

(1)

Initial cost of leasehold or acquisition investment to company represents the aggregate of the cost incurred during the year in which the company purchased the property for owned properties or purchased a leasehold interest in leased properties. Cost capitalized subsequent to initial investment also includes investments made in previously leased properties prior to their acquisition.

 

 

(2)

Depreciation of real estate is computed on the straight-line method based upon the estimated useful lives of the assets, which generally range from sixteen to twenty-five years for buildings and improvements, or the term of the lease if shorter. Leasehold interests are amortized over the remaining term of the underlying lease.

 

 

(3)

The aggregate cost for federal income tax purposes was approximately $481,189,000 at December 31, 2009.


 

 


 

93



SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Getty Realty Corp.

 

 

(Registrant)

 

 

 

 

 

 

By:

/s/ Thomas J. Stirnweis

 

 

 


 

 

 

Thomas J. Stirnweis,

 

 

 

Vice President, Treasurer and

 

 

 

Chief Financial Officer

 

 

 

March 16, 2010

 

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

 

 

 

By:

/s/ Leo Liebowitz

 

By:

/s/ Thomas J. Stirnweis

 


 

 


Leo Liebowitz

 

Thomas J. Stirnweis

Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

 

Vice President, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)

March 16, 2010

 

March 16, 2010

 

 

 

 

 

By:

/s/ Milton Cooper

 

By:

/s/ Philip E. Coviello

 


 

 


Milton Cooper

 

Philip E. Coviello

Director

 

Director

March 16, 2010

 

March 16, 2010

 

 

 

 

 

By:

/s/ David Driscoll

 

By:

/s/ Howard Safenowitz

 


 

 


David Driscoll

 

Howard Safenowitz

Director

 

Director

March 16, 2010

 

March 16, 2010

94


EXHIBIT INDEX

GETTY REALTY CORP.
Annual Report on Form 10-K
for the year ended December 31, 2009

 

 

 

 

 

EXHIBIT NO.

 

DESCRIPTION

 

 


 


 

 

2.1

 

Agreement and Plan of Reorganization and Merger, dated as of December 16, 1997 (the “Merger Agreement”) by and among Getty Realty Corp., Power Test Investors Limited Partnership and CLS General Partnership Corp.

 

Filed as Exhibit 2.1 to Company’s Registration Statement on Form S-4, filed on January 12, 1998 (File No. 333-44065), included as Appendix A To the Joint Proxy Statement/Prospectus that is a part thereof, and incorporated herein by reference.

 

 

 

 

 

3.1

 

Articles of Incorporation of Getty Realty Holding Corp. (“Holdings”), now known as Getty Realty Corp., filed December 23, 1997.

 

Filed as Exhibit 3.1 to Company’s Registration Statement on Form S-4, filed on January 12, 1998 (File No. 333-44065), included as Appendix D. to the Joint Proxy/Prospectus that is a part thereof, and incorporated herein by reference.

 

 

 

 

 

3.2

 

Articles Supplementary to Articles of Incorporation of Holdings, filed January 21, 1998.

 

Filed as Exhibit 3.2 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

3.3

 

By-Laws of Getty Realty Corp.

 

Filed as Exhibit 3.3 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

3.4

 

Articles of Amendment of Holdings, changing its name to Getty Realty Corp., filed January 30, 1998.

 

Filed as Exhibit 3.4 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

3.5

 

Amendment to Articles of Incorporation of Holdings, filed August 1, 2001.

 

Filed as Exhibit 3.5 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

4.1

 

Dividend Reinvestment/Stock Purchase Plan.

 

Filed under the heading “Description of Plan” on pages 4 through 17 to Company’s Registration Statement on Form S-3D, filed on April 22, 2004 (File No.333-114730) and incorporated herein by reference.

 

 

 

 

 

10.1*

 

Retirement and Profit Sharing Plan (amended and restated as of January 1, 2002), adopted by the Company on September 3, 2002.

 

Filed as Exhibit 10.1 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.2*

 

1998 Stock Option Plan, effective as of January 30, 1998.

 

Filed as Exhibit 10.1 to Company’s Registration Statement on Form S-4, filed on January 12, 1998 (File No. 333-44065), included as Appendix H to the Joint Proxy Statement/Prospectus that is a part thereof, and incorporated herein by reference.

95



 

 

 

 

 

10.3**

 

Asset Purchase Agreement among Power Test Corp. (now known as Getty Properties Corp.), Texaco Inc., Getty Oil Company and Getty Refining and Marketing Company, dated as of December 21, 1984.

 

(a)

 

 

 

 

 

10.4

 

Assignment of Trademark Registrations

 

Filed as Exhibit 10.4 to Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2007 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.5*

 

Form of Indemnification Agreement between the Company and its directors.

 

Filed as Exhibit 10.5 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.6*

 

Amended and Restated Supplemental Retirement Plan for Executives of the Getty Realty Corp. and Participating Subsidiaries (adopted by the Company on December 16, 1997 and amended and restated effective January 1, 2009).

 

Filed as Exhibit 10.6 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.7*

 

Letter Agreement dated June 12, 2001 by and between Getty Realty Corp. and Thomas J. Stirnweis regarding compensation upon change in control.

 

Filed as Exhibit 10.7 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.8

 

Form of Reorganization and Distribution Agreement between Getty Petroleum Corp. (now known as Getty Properties Corp.) and Getty Petroleum Marketing Inc. dated as of February 1, 1997.

 

Filed as Exhibit 10.8 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.9

 

Form of Tax Sharing Agreement between Getty Petroleum Corp (now known as Getty. Properties Corp.) and Getty Petroleum Marketing Inc.

 

Filed as Exhibit 10.9 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.10

 

Consolidated, Amended and Restated Master Lease Agreement dated November 2, 2000 between Getty Properties Corp. and Getty Petroleum Marketing Inc.

 

Filed as Exhibit 10.10 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.11

 

Environmental Indemnity Agreement dated November 2, 2000 between Getty Properties Corp. and Getty Petroleum Marketing Inc.

 

(a)

 

 

 

 

 

10.12

 

Amended and Restated Trademark License Agreement, dated November 2, 2000, between Getty Properties Corp. and Getty Petroleum Marketing Inc.

 

(a)

 

 

 

 

 

10.13

 

Trademark License Agreement, dated November 2, 2000, between Getty™ Corp. and Getty Petroleum Marketing Inc.

 

(a)

 

 

 

 

 

10.14*

 

2004 Getty Realty Corp. Omnibus Incentive Compensation Plan.

 

(a)

96



 

 

 

 

 

10.15*

 

Form of restricted stock unit grant award under the 2004 Getty Realty Corp. Omnibus Incentive Compensation Plan, as amended.

 

Filed as Exhibit 10.15 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.16**

 

Contract for Sale and Purchase between Getty Properties Corp. and various subsidiaries of Trustreet Properties, Inc. dated as of February 6, 2007.

 

Filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.17

 

Senior Unsecured Credit Agreement dated as of March 27, 2007 with J. P. Morgan Securities Inc., as sole bookrunner and sole lead arranger, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.

 

Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 2, 2007 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.18*

 

Severance Agreement and General Release by and between Getty Realty Corp. and Andrew M. Smith effective October 31, 2007 and dated November 13, 2007.

 

Filed as Exhibit 10.22 to the Company’s Current Report on Form 8-K filed November 14, 2007 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.19*

 

Amendment to the 2004 Getty Realty Corp. Omnibus Incentive Compensation Plan dated December 31, 2008.

 

Filed as Exhibit 10.19 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.20*

 

Amendment dated December 31, 2008 to Letter Agreement dated June 12, 2001 by and between Getty Realty Corp. and Thomas J. Stirnweis regarding compensation upon change of control. (See Exhibit 10.7).

 

Filed as Exhibit 10.20 to Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.21

 

Unitary Net Lease Agreement between GTY MD Leasing, Inc. and White Oak Petroleum LLC, dated as of September 25, 2009.

 

Filed as Exhibit 10.1 to Company’s Current Report on Form 8-K filed September 25, 2009 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

10.22

 

Loan Agreement among GTY MD Leasing, Inc., Getty Properties Corp., Getty Realty Corp., and TD Bank, dated as of September 25, 2009.

 

Filed as Exhibit 10.2 to Company’s Current Report on Form 8-K filed September 25, 2009 (File No. 001-13777) and incorporated herein by reference.

 

 

 

 

 

14

 

The Getty Realty Corp. Business Conduct Guidelines (Code of Ethics).

 

(a)

 

 

 

 

 

21

 

Subsidiaries of the Company.

 

(a)

 

 

 

 

 

23

 

Consent of Independent Registered Public Accounting Firm.

 

(a)

 

 

 

 

 

31(i).1

 

Rule 13a-14(a) Certification of Chief Financial Officer.

 

(b)

 

 

 

 

 

31(i).2

 

Rule 13a-14(a) Certification of Chief Executive Officer.

 

(b)

97



 

 

 

 

 

32.1

 

Section 1350 Certification of Chief Executive Officer.

 

(b)

 

 

 

 

 

32.2

 

Section 1350 Certification of Chief Financial Officer.

 

(b)



 

 

(a)

Filed herewith

 

 

(b)

Furnished herewith. These certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. Section. 1350, and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

*

Management contract or compensatory plan or arrangement.

 

 

**

Confidential treatment has been granted for certain portions of this Exhibit pursuant to Rule 24b-2 under the Exchange Act, which portions are omitted and filed separately with the SEC.

98