Adjusted Funds From Operations (AFFO) and Funds From Operations (FFO):AFFO was $5.4 million, or $0.16 per share, as compared to $19.7 million, or $0.59 per share, for the quarter ended September 30, 2011. FFO was $6.9 million, or $0.21 per share for the quarter, as compared to $8.5 million, or $0.25 per share, for the quarter ended September 30, 2011. AFFO was $21.4 million, or $0.64 per share, as compared to $54.0 million, or $1.62 per share, for the nine months ended September 30, 2011. FFO was $24.3 million, or $0.72 per share for the nine months, as compared to $41.8 million, or $1.26 per share, for the nine months ended September 30, 2011. AFFO and FFO are supplemental non-GAAP measures of the performance of real estate investment trusts. In accordance with the National Association of Real Estate Investment Trusts’ modified guidance for reporting FFO, Getty has restated reporting of FFO for all periods presented to exclude non-cash impairment charges. Details about this change, related definitions and reconciliations to net earnings can be found in the financial tables at the end of this release. Operating Income: Revenues from rental properties included in continuing operations for the quarter and nine months ended September 30, 2012 was $22.4 million and $76.3 million, respectively, as compared to $25.0 million and $72.9 million for the quarter and nine months ended September 30, 2011, respectively. The decrease in revenue from continuing operations for the quarter reflects the fact that the Company is currently generating, and expects to continue to generate, less net revenue from the leasing of properties that were previously subject to the Master Lease. Revenues from rental properties included in continuing operations include $20.5 million contractually due or received from Marketing under the Master Lease for the nine months ended September 30, 2012 (for which bad debt reserves aggregating $13.2 million were provided and are included in general and administrative expenses), as compared to $38.0 million for the nine months ended September 30, 2011. The increase in revenues from rental properties for the nine months ended September 30, 2012 was primarily due to rental income from properties the Company acquired from, and leased back to, Nouria Energy Ventures I, LLC in March 2011. The increase in revenues from rental properties was also due to an increase in the real estate taxes the Company paid and billed to Marketing through April 30, 2012, the date the Master Lease was rejected, and from other tenants pursuant to triple-net leases thereafter. The increases in revenues from rental properties were partially offset by lower net revenue from the properties that were previously subject to the Master Lease as compared to the contractual rent historically due from Marketing under the Master Lease.
Rental property expenses included in continuing operations, which are primarily comprised of rent, real estate taxes and maintenance, were $8.3 million and $22.0 million for the quarter and nine months ended September 30, 2012, respectively, as compared to $2.9 million and $10.1 million for the respective prior year periods. Certain of these increased expenses are reimbursable by the Company’s tenants and are related to properties and leasehold interests acquired in 2011. The remaining increase results from real estate taxes and maintenance expenses historically paid by Marketing directly, which the Company began paying in the first quarter of 2012. Any reimbursement of such expenses from the Company’s tenants is included in revenues from rental properties in the Company’s consolidated statement of operations.Depreciation and amortization expense included in continuing operations was $3.3 million and $10.2 million for the quarter and nine months ended September 30, 2012, respectively, as compared to $2.7 million and $7.0 million for the quarter and nine months ended September 30, 2011, respectively. The increase was primarily due to depreciation charges related to capitalized asset retirement costs associated with environmental obligations assumed from Marketing after the rejection of the Master Lease and properties acquired in 2011, partially offset by the effect of certain assets becoming fully depreciated, lease terminations and dispositions of real estate. General and administrative expenses included in continuing operations were $5.0 million and $26.1 million for the quarter and nine months ended September 30, 2012, respectively, as compared to $2.7 million and $10.3 million for the quarter and nine months ended September 30, 2011, respectively. The increase in general and administrative expenses was principally due to $13.2 million bad debt reserves provided for in the nine months ended September 30, 2012 attributable to nonpayment of rent and real estate taxes due from Marketing through April 30, 2012 that the Company does not expect to collect. In addition, the increase was also due to $1.1 million and $2.9 million of legal fees and litigation costs incurred related to Marketing’s defaults of its obligations under the Master Lease and bankruptcy filing for the quarter and nine months ended September 30, 2012, respectively. The increase in general and administrative expenses in 2012 was partially offset by $2.0 million of property acquisition costs incurred in 2011.
Environmental expenses included in continuing operations for the quarter and nine months ended September 30, 2012 was $0.3 million and $0.4 million, respectively, as compared to $1.7 million and $3.9 million for the quarter and nine months ended September 30, 2011, respectively. The decrease in net environmental expenses for the quarter and nine months ended September 30, 2012 was primarily due to lower legal fees resulting from a $0.9 million reimbursement of legal fees paid in prior years and lower provisions for environmental remediation costs and environmental litigation. Capitalized asset retirement costs associated with increases in environmental obligations are depreciated over their estimated useful lives, which expense is included in depreciation and amortization in the Company’s consolidated statements of operations rather than in provision for environmental remediation costs. 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.Non-cash impairment charges of $2.0 million and $3.0 million are included in continuing operations for the quarter and nine months ended September 30, 2012, respectively, as compared to $0.6 million and $2.5 million recorded for the quarter and nine months ended September 30, 2011, respectively. The non-cash impairment charges recorded during the quarter and nine months ended September 30, 2012 were attributable to reductions in the Company’s estimates of value for properties held for sale and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties above their fair value. The non-cash impairment charges recorded for the quarter and nine months ended September 30, 2011 were attributable to reductions in the Company’s estimates of value for properties marketed for sale. Impairment charges vary from period to period and accordingly, undue reliance should not be placed on the magnitude or the directions of change in impairment charges for one period as compared to prior periods.
As a result of the developments with Marketing, the Company concluded in 2011 that it was probable that it would not receive a greater portion of the contractual lease payments when due from Marketing for the entire initial term of the Master Lease than the amount it had previously reserved. Therefore, during the quarter ended September 30, 2011, the Company increased its reserve by recording an additional non-cash allowance for deferred rent receivable of $11.0 million.Earnings from discontinued operations decreased by $7.5 million to a loss of $5.0 million for the quarter ended September 30, 2012, as compared to earnings of $2.5 million for the quarter ended September 30, 2011. Earnings from discontinued operations decreased by $9.4 million to a loss of $3.6 million for the nine months ended September 30, 2012, as compared to earnings of $5.8 million for the nine months ended September 30, 2011. The decrease in earnings from discontinued operations was primarily due to higher impairment charges and lower rental revenue partially offset by an increase in gains on dispositions of real estate. Gains on disposition of real estate and impairment charges vary from period to period and accordingly, undue reliance should not be placed on the magnitude or the directions of change in reported gains and impairment charges for one period as compared to prior periods. Recent Developments: As previously disclosed, the Master Lease with Marketing was rejected effective April 30, 2012, pursuant to an order of the Bankruptcy Court. The Company previously leased approximately 760 properties to Marketing under the Master Lease. The Company continues to reposition this portfolio of properties. As a continuation of the repositioning process and the bankruptcy and ongoing liquidation of Marketing, the Company:
- Entered into a unitary triple-net lease, during October 2012, covering 24 operating properties with an affiliate of Capital Petroleum Group. The properties subject to the lease are predominantly located in Brooklyn and Staten Island. The lease has a 15 year initial term with provisions for renewal terms and annual rent escalations. The Company anticipates entering into several additional long-term triple-net leases in the fourth quarter of 2012 covering approximately 150 properties in the New York City metropolitan area and New Jersey, which are currently subject to month-to-month license agreements and interim fuel supply arrangements.
- Sold 14 properties for $3.1 million in the aggregate during the third quarter that had been leased to Marketing and previously had their underground storage tanks removed bringing the total number of properties sold through the nine months ended September 30, 2012 to 29 for $8.1 million in the aggregate.
- Received $0.7 million as part of the initial distribution from the liquidation of Marketing bankruptcy estate, which was applied against the Company’s priority administrative claim. The Company is entitled to receive all funds available for distribution from the Marketing bankruptcy estate, if any, until the Company’s priority administrative claim is satisfied in full.
- Entered into an agreement with the Marketing bankruptcy estate, in October 2012, to make certain loans (up to an aggregate amount of $6.4 million) to fund certain expenses incurred in connection with the wind-down of the Marketing bankruptcy estate and the prosecution of a lawsuit against Lukoil Americas Corporation and its wholly-owned subsidiary Lukoil North America LLC (collectively, “Lukoil Americas”) asserting, among other claims, that Lukoil fraudulently transferred substantially all of Marketing’s assets with value and positive cash flow from Marketing to Lukoil Americas (the “Lukoil Complaint”). Under the terms of the agreement, the Company is entitled to receive from the proceeds of the Lukoil Complaint, if any, the sum of (i) all funds advanced for wind-down costs and expert witness and consultant fees plus interest accruing at 15% per annum; and (ii) the greater of all funds advanced for legal fees and expenses relating to the Lukoil Complaint plus interest accruing at 15% per annum, or 24% of the gross proceeds from any settlement or favorable judgment from the Lukoil Complaint.
- Continued to enforce the Company’s rights through eviction proceedings involving certain of its properties in various jurisdictions against Marketing’s former subtenants (or sub-subtenants) who have not vacated properties and who have not accepted license agreements with the Company or have not entered into new agreements with the Company’s distributor tenants and therefore occupy properties without right. The Company is incurring substantial costs, primarily legal expenses, in connection with such proceedings.
Quarterly Cash Dividend on Common Shares:The Company announced today that its Board of Directors unanimously approved a quarterly cash dividend of $0.125 per common share payable on January 10, 2013 to shareholders of record on December 27, 2012. Conference Call Information: Getty Realty Corp.’s Third Quarter Earnings Conference Call is scheduled for tomorrow, November 9, 2012 at 9:00 a.m. Eastern Time. To participate in the conference call, please dial (888) 609-5704 ten minutes before the scheduled start time and reference pass code 4526921. If you cannot participate in the live event, a replay will be available on November 9, 2012 beginning at 12:00 noon Eastern Time through 12:00 midnight Eastern Time, November 16, 2012. To access the replay, please dial (877) 870-5176 or (858) 384-5517 for international participants and reference pass code 4526921. About Getty: Getty Realty Corp. is the leading publicly-traded real estate investment trust in the United States specializing in ownership and leasing of convenience store/gas station properties and petroleum distribution terminals. The Company owns and leases approximately 1,110 properties nationwide. Risk Factors: For more information on the risks associated with the Company, including risks associated with Marketing’s rejection of the Master Lease and the Company’s repositioning of properties that were subject to the Master Lease, see the disclosure under the caption “Risk Factors” in the Company’s Quarterly Report for the period ended June 30, 2012, and as updated by the Company’s subsequent periodic reports filed under the Securities Exchange Act of 1934, as amended, and the Company’s other filings made with the Securities and Exchange Commission. Forward Looking Statements: CERTAIN STATEMENTS CONTAINED HEREIN MAY CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES”, “ANTICIPATES” AND SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. STATEMENTS IN THIS ANNOUNCEMENT THAT ARE FORWARD-LOOKING INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS (A) MADE BY DAVID B. DRISCOLL, THE COMPANY’S PRESIDENT & CEO, (B) RELATED TO THE REVENUE THE COMPANY EXPECTS TO RECEIVE FROM THE PROPERTIES THAT WERE PREVIOUSLY SUBJECT TO THE MASTER LEASE, AND (C) ABOUT THE COMPANY’S EXPECTATIONS AND ASSUMPTIONS REGARDING ENTERING INTO ADDITIONAL NEW LONG-TERM TRIPLE-NET LEASES.
INFORMATION CONCERNING FACTORS THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS CAN BE FOUND IN THE COMPANY’S PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
|GETTY REALTY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(in thousands, except share data)(unaudited)|
|September 30, 2012||December 31, 2011|
|Buildings and improvements||224,003||270,381|
|Less – accumulated depreciation and amortization||(114,678)||(137,117)|
|Real estate held for use, net||430,133||478,737|
|Real estate held for sale, net||23,718||—|
|Real estate, net||453,851||478,737|
|Net investment in direct financing leases||92,110||92,632|
|Deferred rent receivable (net of allowance of $25,630 as of December 31, 2011)||10,938||8,080|
|Cash and cash equivalents||16,387||7,698|
|Notes, mortgages and accounts receivable (net of allowance of $26,004|
|at September 30, 2012 and $9,480 as of December 31, 2011)||35,919||36,083|
|Liabilities and Shareholders' Equity:|
|Borrowings under credit line||$151,700||$147,700|
|Environmental remediation costs||52,300||57,700|
|Accounts payable and accrued expenses||38,148||34,710|
|Commitments and contingencies||—||—|
|Common stock, par value $.01 per share; authorized|
|50,000,000 shares; issued 33,396,310 at September 30, 2012 and 33,394,395 at December 31, 2011||334||334|
|Dividends paid in excess of earnings||(90,610)||(88,852)|
|Total shareholders' equity||370,958||372,169|
|Total liabilities and shareholders' equity||$639,533||$635,089|
|GETTY REALTY CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except per share amounts)(unaudited)|
|Three months ended September 30,||Nine months ended September 30,|
|Revenues from rental properties||$22,386||$24,954||$76,332||$72,917|
|Interest on notes and mortgage receivable||726||755||2,107||1,901|
|Rental property expenses||8,345||2,923||22,044||10,094|
|Environmental expenses, net||268||1,734||358||3,878|
|General and administrative expenses||4,963||2,687||26,141||10,308|
|Allowance for deferred rent receivable||—||10,974||—||10,974|
|Depreciation and amortization expense||3,329||2,714||10,152||6,998|
|Total operating expenses||18,905||21,582||61,674||44,722|
|Other income, net||211||122||503||79|
|Earnings from continuing operations||1,522||2,835||10,197||26,096|
|Earnings (loss) from operating activities||(5,563)||2,205||(7,370)||5,233|
|Gains from dispositions of real estate||576||310||3,819||609|
|Earnings (loss) from discontinued operations||(4,987)||2,515||(3,551)||5,842|
|Net earnings (loss)||$(3,465)||$5,350||$6,646||$31,938|
|Basic and diluted per common share amounts:|
|Earnings from continuing operations||$ .05||$ .08||$ .31||$ .79|
|Earnings (loss) from discontinued operations||($ .15)||$ .08||($ .11)||$ .18|
|Net earnings (loss)||($ .10)||$ .16||$ .20||$ .96|
|Weighted-average shares outstanding:|
|GETTY REALTY CORP. AND SUBSIDIARIES|
|RECONCILIATION OF NET EARNINGS (LOSS) TO|
|FUNDS FROM OPERATIONS AND|
|ADJUSTED FUNDS FROM OPERATIONS|
|(in thousands, except per share amounts)|
|Three months ended September 30,||Nine months ended September 30,|
|Net earnings (loss)||$(3,465||)||$5,350||$6,646||$31,938|
|Depreciation and amortization of real estate assets||3,492||2,824||10,966||7,354|
|Gains from dispositions of real estate||(578||)||(310||)||(3,819||)||(629||)|
|Funds from operations||6,855||8,451||24,345||41,757|
|Revenue recognition adjustments||(1,459||)||210||(2,994||)||(794||)|
|Allowance for deferred rent receivable||—||11,043||—||11,043|
|Adjusted funds from operations||$5,396||$19,704||$21,351||$54,040|
|Diluted per share amounts:|
|Earnings (loss) per share||($.10||)||$.16||$.20||$0.96|
|Funds from operations per share||$.21||$.25||$.72||$1.26|
|Adjusted funds from operations per share||$.16||$.59||$.64||$1.62|
|Diluted weighted average shares outstanding||33,396||33,395||33,395||33,098|