-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKdqK52LyRq4vxsTfNXn4h9SIEHerUiKkyteCebXH+EfQNcdhW8BSi3f7SZ73i47 g7/6HYQyGlpXpFI3Cy+Beg== 0000950137-04-000485.txt : 20040203 0000950137-04-000485.hdr.sgml : 20040203 20040202173916 ACCESSION NUMBER: 0000950137-04-000485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040202 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GETTY REALTY CORP /MD/ CENTRAL INDEX KEY: 0001052752 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 113412575 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13777 FILM NUMBER: 04560275 BUSINESS ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5163382600 MAIL ADDRESS: STREET 1: 125 JERICHO TURNPIKE CITY: JERICHO STATE: NY ZIP: 11753 8-K 1 c82449e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2004 Getty Realty Corp. -------------------------------------------------- (Exact name of registrant as specified in charter) Maryland 001-13777 11-3412575 - ------------- ------------ ------------------- (State of (Commission (IRS Employer Organization) File Number) 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 -------------- Former name or former address, if changed since last report: Not Applicable Item 7. Financial Statements and Exhibits (c) Exhibits
Exhibit Number Description - ------ ------------------------------------------------------------------- 99.1 Press Release, dated February 2, 2004, issued by Getty Realty Corp.
Item 12. Results of Operations and Financial Condition On February 2, 2004, Getty Realty Corp. announced its earnings for the quarter and year ended December 31, 2003. A copy of the press release announcing these earnings is attached as Exhibit 99.1. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Getty Realty Corp. (Registrant) Date: February 2, 2004 By: /s/Thomas J. Stirnweis ----------------------------- Thomas J. Stirnweis Vice President, Treasurer and Chief Financial Officer INDEX TO EXHIBITS
Exhibit Description - ------------ ------------------------------------------------ Exhibit 99.1 Press Release, dated February 2, 2004, issued by Getty Realty Corp.
EX-99.1 3 c82449exv99w1.txt PRESS RELEASE, DATED 2/2/04 EXHIBIT 99.L RELEASE: IMMEDIATE GETTY REALTY CORP. ANNOUNCES FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2003 JERICHO, NY, FEBRUARY 2, 2004 --- Getty Realty Corp. (NYSE-GTY) today reported the Company's financial results for the quarter and year ended December 31, 2003. Net earnings for the quarter and year ended December 31, 2003 were $9.4 million and $36.9 million, respectively, as compared with $8.6 million and $36.2 million for the comparable prior year periods. Diluted earnings per common share for the quarter and year ended December 31, 2003 were $0.38 and $1.49, respectively, as compared with $0.33 and $1.44 for the comparable prior year periods. Funds from operations ("FFO") for the quarter and year ended December 31, 2003 were $11.1 million and $42.4 million, respectively, compared with $9.3 million and $38.7 million for the comparable prior year periods. The increase in FFO was principally due to the reduction in preferred stock dividends as a result of the conversion of 2,816,919 shares of the Company's outstanding Series A Participating Convertible Redeemable Preferred Stock into 3,186,355 shares of common stock and the redemption of 48,849 shares of preferred stock in the quarter ended September 30, 2003. FFO per diluted common share for the quarter and year ended December 31, 2003 was $0.45 and $1.82, respectively, as compared with $0.43 and $1.78 for the comparable prior year periods. The increase in FFO was partly offset by an increase in the weighted number of common shares outstanding in calculating FFO per share. Adjusted funds from operations ("AFFO") for the quarter and year ended December 31, 2003 were $9.8 million and $36.8 million, respectively, as compared with $7.6 million and $31.9 million for the comparable prior year periods. FFO and AFFO are supplemental non-GAAP measures of the performance of real estate investment trusts and are defined and reconciled to net earnings in the financial tables at the end of this release. Rent received for the quarter and year ended December 31, 2003 was $15.3 million and $61.1 million, respectively, as compared with $15.1 million and $60.4 million for the comparable prior year periods. Revenues from rental properties for the quarter and year ended December 31, 2003 were $16.6 million and $66.6 million, respectively, as compared to $16.7 million and $67.2 million for the comparable prior year periods. In addition to rent received, revenues from rental properties include deferred rental revenue accrued due to recognition of rental income on a straight-line basis of $1.3 million and $5.5 million for the quarter and year ended December 31, 2003, respectively, and $1.7 million and $6.7 million for the comparable prior year periods. Deferred rental revenue is included in net earnings and FFO but is excluded from AFFO. Rental property expenses, which includes rent expense, for the quarter and year ended December 31, 2003 were $2.5 million and $10.7 million, respectively, as compared to $2.9 million and $12.0 million for the comparable prior year periods. The decrease was primarily due to a reduction in rent expense as a result of the exercise of lease purchase options, including the purchase of 41 leased properties in May 2003. Environmental expenses, net of estimated recoveries, for the quarter and year ended December 31, 2003 were $2.0 million and $7.6 million, respectively, as compared to $3.0 million and $8.7 million for the comparable prior year periods. Environmental expenses include a net change in estimated environmental costs of $0.9 million and $4.2 million, respectively, for the quarter and year ended December 31, 2003, as compared to $2.0 million and $6.7 million, respectively, for the comparable prior year periods. The net change in estimated environmental costs for 2003 was comprised primarily of reductions in estimated recoveries from state underground storage tank funds, partially offset by reductions in estimated environmental expenses. The decreases in the net change in estimated environmental costs from 2002 to 2003 were largely due to a change in the method used to account for estimated environmental costs beginning in 2003, partially offset by related accretion expense of $0.5 million and $1.3 million recorded for the quarter and year ended December 31, 2003, respectively. The change in accounting method resulted in a one-time charge of $0.6 million which was recorded during the quarter ended March 31, 2003, and is included in cumulative effect of accounting change in the consolidated statement of operations. General and administrative expenses for the quarter and year ended December 31, 2003 were $1.0 million and $4.1 million, respectively, which increased by $0.6 million and $0.4 million from the respective comparable prior year periods. The increases were primarily due to increased insurance expense, net of credits recorded due to reductions in insurance loss reserves. A credit of $0.9 million was recorded in the fourth quarter of 2002 and a lesser credit of $0.5 million was recorded in the first quarter of 2003. The insurance loss reserves were established under the Company's self-funded insurance program that was terminated in 1997. A table of the tax reporting information for the dividends paid during 2003 has been included in this press release. The dividends paid to common shareholders include an allocation of nontaxable distributions of approximately 29% or $0.482404 per share. Getty Realty's Fourth Quarter Earnings Conference Call is scheduled for tomorrow, Tuesday, February 3, 2004 at 9:00 a.m. Eastern Time. To participate in the conference call, please dial 1-913-981-5532 five to ten minutes before the scheduled start time and reference pass code 653271. If you cannot participate in the live event, a replay will be available beginning on February 3, 2004 at noon though midnight, February 7, 2004. To access the replay, please dial 1-719-457-0820 and reference passcode 653271. Getty Realty Corp. is a real estate investment trust specializing in the ownership and leasing of retail motor fuel and convenience store properties as well as petroleum distribution terminals. The Company owns and leases approximately 1,000 properties in the Eastern United States. CERTAIN STATEMENTS IN THIS NEWS RELEASE MAY CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WHEN USED HEREIN, THE WORDS "BELIEVES", "EXPECTS", "PLANS", "PROJECTS", "ESTIMATES" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. -more- GETTY REALTY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Three months ended December 31, Year ended December 31, ------------------------------ ------------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Revenues: Revenues from rental properties $ 16,576 $ 16,732 $ 66,601 $ 67,157 Other income, net 467 499 1,705 2,488 ------------ ------------ ------------ ------------ Total revenues 17,043 17,231 68,306 69,645 ------------ ------------ ------------ ------------ Expenses: Rental property expenses 2,505 2,924 10,662 11,975 Environmental expenses, net 2,013 3,011 7,594 8,668 General and administrative expenses 1,046 437 4,074 3,691 Depreciation expense 2,017 2,201 8,411 9,016 Interest expense 30 32 128 132 ------------ ------------ ------------ ------------ Total expenses 7,611 8,605 30,869 33,482 ------------ ------------ ------------ ------------ Net earnings before cumulative effect of accounting change 9,432 8,626 37,437 36,163 Cumulative effect of accounting change -- -- (550) -- ------------ ------------ ------------ ------------ Net earnings 9,432 8,626 36,887 36,163 Preferred stock dividends -- 1,534 2,538 5,350 ------------ ------------ ------------ ------------ Net earnings applicable to common shareholders $ 9,432 $ 7,092 $ 34,349 $ 30,813 ============ ============ ============ ============ Net earnings per common share: Basic $ .38 $ .33 $ 1.49 $ 1.44 Diluted $ .38 $ .33 $ 1.49 $ 1.44 Weighted average common shares outstanding: Basic 24,660 21,442 23,063 21,436 Diluted 24,690 21,457 23,082 21,446 Dividends declared per share: Preferred -- $ 0.53523 $ 1.15868 $ 1.86648 Common $ 0.42500 $ 0.41250 $ 1.67500 $ 1.65000
GETTY REALTY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited)
December 31, December 31, Assets: 2003 2002 ------------ ------------ Real Estate: Land $ 142,724 $ 135,372 Buildings and improvements 175,498 172,682 ------------ ------------ 318,222 308,054 Less - accumulated depreciation (100,488) (93,986) ------------ ------------ Real estate, net 217,734 214,068 Cash and equivalents 19,905 33,726 Deferred rent receivable 20,653 15,116 Recoveries from state underground storage tank funds, net 7,454 13,396 Mortgages and accounts receivable, net 5,565 5,193 Prepaid expenses and other assets 692 992 ------------ ------------ Total assets $ 272,003 $ 282,491 ============ ============ Liabilities and Shareholders' Equity: Environmental remediation costs $ 23,551 $ 27,924 Dividends payable 10,483 10,379 Accounts payable and accrued expenses 9,100 9,839 Mortgages payable 844 923 ------------ ------------ Total liabilities 43,978 49,065 ------------ ------------ Commitments and contingencies Shareholders' equity: Preferred stock, par value $.01 per share; authorized 20,000,000 shares for issuance in series of which 3,000,000 shares are classified as Series A Participating Convertible Redeemable Preferred; issued 2,865,768 at December 31, 2002 -- 71,644 Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 24,664,384 at December 31, 2003 and 21,442,299 at December 31, 2002 247 214 Paid-in capital 257,206 186,664 Dividends paid in excess of earnings (29,428) (25,096) ------------ ------------ Total shareholders' equity 228,025 233,426 ------------ ------------ Total liabilities and shareholders' equity $ 272,003 $ 282,491 ============ ============
GETTY REALTY CORP. AND SUBSIDIARIES RECONCILIATION OF NET EARNINGS TO FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS (in thousands, except per share amounts) (unaudited)
Three months ended December 31, Year ended December 31, ------------------------------- ------------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Net earnings $ 9,432 $ 8,626 $ 36,887 $ 36,163 Preferred stock dividends -- (1,534) (2,538) (5,350) ------------ ------------ ------------ ------------ Net earnings applicable to common shareholders 9,432 7,092 34,349 30,813 Depreciation expense 2,017 2,201 8,411 9,016 Gains on sales of real estate (303) 25 (928) (1,153) Cumulative effect of accounting change -- -- 550 -- ------------ ------------ ------------ ------------ Funds from operations 11,146 9,318 42,382 38,676 Straight-line rent (1,312) (1,675) (5,537) (6,728) ------------ ------------ ------------ ------------ Adjusted funds from operations $ 9,834 $ 7,643 $ 36,845 $ 31,948 ============ ============ ============ ============ Diluted funds from operations per common share (a) $ .45 $ .43 $ 1.82 $ 1.78 Diluted weighted average number of common shares outstanding: Used to calculate net earnings per share 24,690 21,457 23,082 21,446 Assumed conversion of preferred shares -- -- 1,622 3,242 ------------ ------------ ------------ ------------ Used to calculate funds from operations per share 24,690 21,457 24,704 24,688 ============ ============ ============ ============
(a) Diluted funds from operations per common share is computed by dividing funds from operations by the weighted average number of common share equivalents outstanding during the period and gives effect to the potential dilution from the assumed conversion of preferred stock into common stock utilizing the two class method for the three months ended December 31, 2002 and the years ended December 31, 2003 and 2002. Accordingly, preferred stock dividends are added back to funds from operations, which equates to $44,920,000 and $44,026,000 for the years ended December 31, 2003 and 2002, respectively, which sums are then divided by the diluted weighted average number of common share equivalents outstanding for the respective periods. For the quarter ended December 31, 2002, conversion of the preferred stock would have been antidilutive and therefore was not assumed. There were no preferred shares outstanding during the quarter ended December 31, 2003. FUNDS FROM OPERATIONS ("FFO") IS GENERALLY CONSIDERED TO BE AN APPROPRIATE SUPPLEMENTAL NON-GAAP MEASURE OF THE PERFORMANCE OF REAL ESTATE INVESTMENT TRUSTS. IN ACCORDANCE WITH THE NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUST'S DEFINITION, FFO IS DEFINED AS NET EARNINGS APPLICABLE TO COMMON SHAREHOLDERS BEFORE DEPRECIATION AND AMORTIZATION, GAINS OR LOSSES ON SALES OF REAL ESTATE, DISCONTINUED OPERATIONS, EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE. ADJUSTED FUNDS FROM OPERATIONS ("AFFO") IS A SUPPLEMENTAL NON-GAAP MEASURE THAT WE DEFINE AS FFO LESS STRAIGHT-LINE RENT. AFFO IS A MEANINGFUL SUPPLEMENTAL MEASURE OF PERFORMANCE DUE TO THE SIGNIFICANT IMPACT OF STRAIGHT-LINE RENT ON OUR NET EARNINGS AND FFO. NEITHER FFO NOR AFFO REPRESENTS CASH GENERATED FROM OPERATING ACTIVITIES IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND THEREFORE SHOULD NOT BE CONSIDERED AN ALTERNATIVE FOR NET INCOME OR AS A MEASURE OF LIQUIDITY. GETTY REALTY CORP. AND SUBSIDIARIES TAX REPORTING INFORMATION YEAR ENDED DECEMBER 31, 2003
COMMON SHARES - cusip 374297109 Box 1a Box 2a Box 2b Box 3 ---------- ------------- ------------- -------------- Post May 5 Total Total Total Capital Security Ticker Record Payable Dividends Ordinary Capital Gain Gain Nontaxable Description Symbol Date Date Per Share Dividends Distributions Distributions Distributions - ----------- ------- --------- ----------- ----------- ---------- ------------- ------------- ------------- Common GTY 1/2/2003 1/15/2003 $ 0.412500 $ 0.290545 $ 0.002261 $ 0.002007 $ 0.119694 Common GTY 3/27/2003 4/10/2003 0.412500 0.290545 0.002261 0.002007 0.119694 Common GTY 6/26/2003 7/10/2003 0.412500 0.290545 0.002261 0.002007 0.119694 Common GTY 9/25/2003 10/9/2003 0.425000 0.299349 0.002329 0.002068 0.123322 ------------ ------------ ------------- ------------- ------------- Totals $ 1.662500 $ 1.170984 $ 0.009112 $ 0.008089 $ 0.482404 ============ ============ ============= ============= =============
PREFERRED SHARES - cusip 374297206 Box 1a Box 2a Box 2b Box 3 ------------ ------------- ------------- ------------- Post May 5 Total Total Total Capital Security Ticker Record Payable Dividends Ordinary Capital Gain Gain Nontaxable Description Symbol Date Date Per Share Dividends Distributions Distributions Distributions - ------------ ---------- ----------- ----------- ------------ ------------ ------------- ------------- ------------- Preferred GTY PR A 1/31/2003 2/12/2003 $ 0.535230 $ 0.531097 $ 0.004133 $ 0.003669 $ 0.000000 Preferred GTY PR A 4/30/2003 5/15/2003 0.443750 0.440324 0.003426 0.003042 0.000000 Preferred GTY PR A 7/31/2003 8/14/2003 0.443750 0.440324 0.003426 0.003042 0.000000 Preferred GTY PR A 9/24/2003 9/24/2003 0.271179 0.269086 0.002094 0.001859 0.000000 ------------ ------------ ------------- ------------- ------------- Totals $ 1.693909 $ 1.680831 $ 0.013079 $ 0.011612 $ 0.000000 ============ ============ ============= ============= =============
Contact: Thomas J. Stirnweis (516) 478-5403 -----END PRIVACY-ENHANCED MESSAGE-----