-----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, CiqTU4iA6QWOjxYZZ/rhD3BrKJ4DqsuDhXGxa+O+jxd1Wu6pKQZIpD/YxQ2DLyYB 0aexUVEgMlZ3ZcmI79jjRA== 0000950137-04-009290.txt : 20041101 0000950137-04-009290.hdr.sgml : 20041101 20041101171519 ACCESSION NUMBER: 0000950137-04-009290 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041101 DATE AS OF CHANGE: 20041101 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: 041110822 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 c89220e8vk.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): November 1, 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 Not Applicable ------------------------------------------ (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Item 2.02. Results of Operations and Financial Condition On November 1, 2004, Getty Realty Corp. announced its earnings for the quarter and nine months ended September 30, 2004. A copy of the press release announcing these earnings is attached as Exhibit 99.1. Item 8.01. Other Events On November 1, 2004, Getty Realty Corp. announced that it has entered into an agreement with GPM Investments, LLC to triple net lease to them all 36 former DB Mart convenience store and retail service station properties in Connecticut and Rhode Island that Getty will be acquiring this week from DB Companies, Inc. Getty announced the acquisition on September 8, 2004. The triple net lease has an initial term of 15 years and provides 3 renewal terms of 5 years each. A copy of the press release announcing this event is attached as Exhibit 99.2 Item 9.01. Financial Statements and Exhibits (c) Exhibits
Exhibit Number Description - ------- ----------- 99.1 Press Release, dated November 1, 2004, issued by Getty Realty Corp. 99.2 Press Release, dated November 1, 2004, issued by Getty Realty Corp.
The information contained in Item 2.02 and exhibit 99.1 to 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. Such 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: November 1, 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 November 1, 2004, issued by Getty Realty Corp. Exhibit 99.2 Press Release, dated November 1, 2004, issued by Getty Realty Corp.
EX-99.1 2 c89220exv99w1.txt PRESS RELEASE Exhibit 99.1 RELEASE: IMMEDIATE GETTY REALTY CORP. ANNOUNCES FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2004 JERICHO, NY, November 1, 2004 --- Getty Realty Corp., (NYSE-GTY) today reported its financial results for the quarter and nine months ended September 30, 2004. Net earnings were $10.0 million and $28.5 million for the quarter and nine months ended September 30, 2004, respectively, as compared with $9.5 million and $27.5 million for the comparable prior year periods. Net earnings for the quarter ended September 30, 2004, increased by $0.5 million, or 5.3%, over the comparable period in 2003, principally due to a net decrease in expenses. Net earnings for the nine months ended September 30, 2004 increased by $1.0 million, or 3.8%, over the comparable period in 2003 due to the impact of a $0.6 million one-time accounting charge recorded in the first quarter of last year as well as a net decrease in expenses incurred in the current year. Funds from operations available to common shareholders, or FFO, increased $0.3 million and $2.4 million to $11.5 million and $33.6 million, respectively, for the quarter and nine months ended September 30, 2004, principally due to the elimination of $2.5 million of preferred stock dividends recorded in the nine months ended September 30, 2003, as a result of the conversion of 98% of our convertible preferred stock into common stock and the redemption of the remaining 2% outstanding in September 2003. Adjusted funds from operations available to common shareholders, or AFFO, increased $0.6 million and $3.2 million to $10.4 million and $30.2 million, respectively, for the quarter and nine months ended September 30, 2004. AFFO increased more than FFO on both a dollar and percentage basis due to lower deferred rental revenues (which are included in FFO, but excluded from AFFO) of $0.3 million and $0.9 million, respectively, recorded for the quarter and nine months ended September 30, 2004 as compared to the 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. Earnings per common share for the quarter and nine months ended September 30, 2004 increased to $0.40 per share and $1.15 per share, respectively, as compared to $0.38 per share and $1.11 per share, respectively, for the prior year periods. FFO per common share for the quarter ended September 30, 2004 increased to $0.47 per share as compared to $0.45 per share for the prior year period. Although FFO increased, FFO per common share for the nine months ended September 30, 2004 decreased to $1.36 per share, as compared to $1.37 per share for the prior year period, since preferred stock dividends were added back to FFO in calculating the FFO per share amount for 2003 due to the assumed conversion of our outstanding preferred stock. AFFO per common share for the quarter ended September 30, 2004 increased to $0.42 per share as compared to $0.40 per share for the quarter ended September 30, 2003, while AFFO per common share increased to $1.22 per common share for the nine months ended September 30, 2004 as compared to $1.20 per common share for the prior year period. Preferred stock dividends were also added back to AFFO in calculating the AFFO per share amount for the nine months ended September 30, 2003 due to the assumed conversion of our outstanding preferred stock. For the quarter ended September 2003, all diluted per common share amounts reflect the impact of the September 2003 conversion of our outstanding convertible preferred stock into common stock as if the conversion had occurred at the beginning of the quarter, and for the nine months ended September 2003, FFO and AFFO per share give effect to the dilution resulting from the conversion assuming that it had occurred at the beginning of the year. Accordingly, preferred stock dividends were added back to FFO and AFFO in calculating FFO and AFFO per share amounts for the nine months ended September 30, 2003. For the nine months ended September 2003, the effect of the potential dilution from the assumed conversion would have been antidilutive for purposes of computing diluted earnings per common share and therefore conversion was not assumed. Revenues from rental properties for the quarter and nine months ended September 30, 2004 were $16.4 million and $49.4 million, respectively, as compared to $16.7 million and $50.0 million for the respective prior year periods. Rent received for the quarter and nine months ended September 30, 2004 was $15.3 million and $46.0 million, respectively, as compared with $15.3 million and $45.8 million for the respective 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 $1.1 million and $3.3 million for the quarter and nine months ended September 30, 2004, respectively, and $1.4 million and $4.2 million for the respective prior year periods. Deferred rental revenue is included in net earnings and FFO but is excluded from AFFO. Rental property expenses, which include rent expense, were $2.5 million and $7.5 million for the quarter and nine months ended September 30, 2004, respectively, a decrease of $0.1 million and $0.7 million from the respective prior year periods. The decrease for the nine month period 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 nine months ended September 30, 2004 were $1.0 million and $4.6 million, respectively, as compared to $1.9 million and $5.6 million for the respective prior year periods. Decreases in the net change in estimated environmental costs of $1.0 million and $1.6 million for the quarter and nine months ended September 30, 2004 were partially offset by $0.2 million and $0.6 million, respectively, of increased litigation expenses incurred in the current year. We adopted Statement of Financial Standard No. 143 which required us to change our method used to account for estimated environmental costs effective January 1, 2003, and resulted in a one-time charge of $0.6 million that was recorded during the first quarter of 2003, and is included in cumulative effect of accounting change in the consolidated statements of operations for the nine months ended September 30, 2003. General and administrative expenses for the quarter and nine months ended September 30, 2004 were $1.5 million and $4.1 million, respectively, as compared to $1.1 million and $3.0 million for the comparable prior year periods. The increases in general and administrative expenses were due to increased legal and audit fees incurred in the current year periods. The increase for the nine months ended September 30, 2004 was also due to a $0.5 million credit recorded in the second quarter of 2003 to reduce insurance loss reserves that were established under the Company's self-funded insurance program that was terminated in 1997. Depreciation and amortization for the quarter and nine months ended September 30, 2004 was $1.8 million and $5.4 million, respectively, a decrease of $0.3 million and $1.0 million as compared to the respective prior periods, as a result of certain assets becoming fully depreciated and dispositions of properties. The results for the quarter ended September 30, 2004 were not impacted by the previously announced agreements to purchase 36 former DB Mart convenience store and retail service station properties that will be acquired this week. However, the Consolidated Balance Sheets as of the end of the quarter include, in deposits on property acquisitions, approximately $5.0 million of cash deposited into escrow pending the completion of the acquisition. Getty Realty's Third Quarter Earnings Conference Call is scheduled for tomorrow, Tuesday, November 2, 2004 at 9:00 a.m. Eastern Time. To participate in the conference call, please dial 719-457-2631 five to ten minutes before the scheduled start time and reference pass code 995372. If you cannot participate in the live event, a replay will be available beginning on November 2, 2004 at noon though midnight, November 5, 2004. To access the replay, please dial 719-457-0820 and reference pass code 995372. Getty Realty Corp. is a real estate investment trust specializing in the ownership and leasing of retail motor fuel and convenience store properties and petroleum distribution terminals. The Company owns and leases over 1,000 properties in the Eastern United States. CERTAIN STATEMENTS IN THIS NEWS RELEASE 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 BALANCE SHEETS (in thousands, except share data) (unaudited)
September 30, December 31, ------------- ------------ 2004 2003 ------------- ------------ Assets: Real Estate: Land $ 144,294 $ 142,724 Buildings and improvements 176,308 175,498 --------- --------- 320,602 318,222 Less - accumulated depreciation (104,934) (100,488) --------- --------- Real estate, net 215,668 217,734 Deferred rent receivable 23,997 20,653 Cash and equivalents 12,858 19,905 Recoveries from state underground storage tank funds, net 5,995 7,454 Deposits on property acquisitions 4,963 - Mortgages and accounts receivable, net 3,411 5,565 Prepaid expenses and other assets 532 692 --------- --------- Total assets $ 267,424 $ 272,003 ========= ========= Liabilities and Shareholders' Equity: Environmental remediation costs $ 21,908 $ 23,551 Dividends payable 10,490 10,483 Accounts payable and accrued expenses 9,364 9,100 Mortgages payable 528 844 --------- --------- Total liabilities 42,290 43,978 --------- --------- Commitments and contingencies Shareholders' equity: Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 24,683,429 at September 30, 2004 and 24,664,384 at December 31, 2003 247 247 Paid-in capital 257,290 257,206 Dividends paid in excess of earnings (32,403) (29,428) --------- --------- Total shareholders' equity 225,134 228,025 --------- --------- Total liabilities and shareholders' equity $ 267,424 $ 272,003 ========= =========
GETTY REALTY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited)
Three months ended September 30, Nine months ended September 30, -------------------------------- -------------------------------- 2004 2003 2004 2003 --------- ------------ ------------- ---------- Revenues: Revenues from rental properties $ 16,425 $ 16,676 $ 49,379 $ 50,025 Other income, net 323 475 752 1,238 --------- --------- ---------- ---------- Total revenues 16,748 17,151 50,131 51,263 --------- --------- ---------- ---------- Expenses: Rental property expenses 2,462 2,573 7,470 8,157 Environmental expenses, net 1,049 1,868 4,564 5,581 General and administrative expenses 1,492 1,128 4,124 3,028 Depreciation expense 1,764 2,083 5,428 6,394 Interest expense 12 32 52 98 --------- --------- ---------- ---------- Total expenses 6,779 7.684 21,638 23,258 --------- --------- ---------- ---------- Net earnings before cumulative effect of accounting change 9,969 9,467 28,493 28,005 Cumulative effect of accounting change - - - (550) --------- --------- ---------- ---------- Net earnings 9,969 9,467 28,493 27,455 Less preferred stock dividends - 13 - 2,538 --------- --------- ---------- ---------- Net earnings applicable to common shareholders $ 9,969 $ 9,454 $ 28,493 $ 24,917 ========= ========= ========== ========== Net earnings per common share: Basic $ .40 $ .38 $ 1.15 $ 1.11 Diluted $ .40 $ .38 $ 1.15 $ 1.11 Weighted average common shares outstanding: Basic 24,680 24,703 24,677 22,530 Diluted 24,701 24,726 24,694 22,546 Dividends declared per share: Common $ .42500 $ .42500 $ 1.27500 $ 1.25000 Preferred - $ .27118 - $ 1.15868
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 Nine months ended September 30, September 30, ---------------------------- -------------------------------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Net earnings $ 9,969 $ 9,467 $ 28,493 $ 27,455 Preferred stock dividends - (13) - (2,538) ---------- --------- --------- -------- Net earnings applicable to common shareholders 9,969 9,454 28,493 24,917 Depreciation expense 1,764 2,083 5,428 6,394 Gains on sales of real estate (188) (331) (334) (625) Cumulative effect of accounting change - - - 550 ---------- --------- --------- -------- Funds from operations available to common shareholders 11,545 11,206 33,587 31,236 Straight-line rent (1,113) (1,409) (3,344) (4,225) ---------- --------- --------- -------- Adjusted funds from operations available to common shareholders $ 10,432 $ 9,797 $ 30,243 $ 27,011 ========== ========= ========= ======== Diluted per common share amounts (a): Earnings per share $ .40 $ .38 $ 1.15 $ 1.11 FFO per share $ .47 $ .45 $ 1.36 $ 1.37 AFFO per share $ .42 $ .40 $ 1.22 $ 1.20 Diluted weighted average number of common share equivalents outstanding: Used to calculate net earnings per common share 24,701 24,726 24,694 22,546 Assumed conversion of preferred shares - - - 2,162 ---------- --------- --------- -------- Used to calculate FFO and AFFO per common share 24,701 24,726 24,694 24,708 ========== ========= ========= ========
(a) Diluted earnings, funds from operations ("FFO") and adjusted funds from operations ("AFFO") per common share are computed by dividing net earnings applicable to common shareholders, FFO and AFFO, respectively, by the diluted weighted average number of common share equivalents outstanding during the period. Diluted earnings, FFO and AFFO per share give effect, for the quarter ended September 30, 2003, to the conversion of the outstanding Series A Participating Convertible Redeemable Preferred Stock into common stock as if the conversion had occurred at the beginning of the quarter and, for the nine months ended September 30, 2003, diluted FFO and AFFO per share give effect to the dilution from the conversion assuming that it had occurred at the beginning of the year. The effect of the potential dilution from the assumed conversion utilizing the two class method in computing diluted earnings per share for the nine months ended September 30, 2003 would have been antidilutive and was not assumed. Accordingly, for the quarter and nine months ended September 30, 2003, preferred stock dividends are added back to FFO and AFFO, and to earnings for the nine month period, which sums are then divided by the diluted weighted average number of common share equivalents outstanding for the period. There were no preferred shares outstanding during the quarter and nine months ended September 30, 2004. 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 TRUSTS' DEFINITION, FFO IS DEFINED AS NET EARNINGS BEFORE DEPRECIATION AND AMORTIZATION, GAINS OR LOSSES ON SALES OF REAL ESTATE, NON-FFO ITEMS REPORTED IN DISCONTINUED OPERATIONS, EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE. WE BELIEVE THAT FFO IS HELPFUL TO INVESTORS IN MEASURING GETTY'S PERFORMANCE BECAUSE FFO EXCLUDES VARIOUS ITEMS INCLUDED IN NET INCOME THAT DO NOT RELATE TO OR ARE NOT INDICATIVE OF GETTY'S FUNDAMENTAL OPERATING PERFORMANCE SUCH AS GAINS OR LOSSES FROM PROPERTY SALES AND DEPRECIATION AND AMORTIZATION. IN OUR CASE, HOWEVER, NET EARNINGS AND FFO INCLUDE THE SIGNIFICANT IMPACT OF STRAIGHT-LINE RENT ON OUR RECOGNITION OF REVENUES FROM RENTAL PROPERTIES, WHICH LARGELY RESULTS FROM 2% ANNUAL RENTAL INCREASES SCHEDULED UNDER A MASTER LEASE. IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, THE AGGREGATE MINIMUM RENT DUE OVER THE INITIAL 15-YEAR TERM OF THE MASTER LEASE IS RECOGNIZED ON A STRAIGHT-LINE BASIS RATHER THAN WHEN DUE. AS A RESULT, MANAGEMENT PAYS PARTICULAR ATTENTION TO ADJUSTED FUNDS FROM OPERATIONS ("AFFO"), A SUPPLEMENTAL NON-GAAP PERFORMANCE MEASURE THAT WE DEFINE AS FFO LESS STRAIGHT LINE RENT. IN MANAGEMENT'S VIEW, AFFO PROVIDES A MORE ACCURATE DEPICTION OF THE IMPACT OF THE SCHEDULED RENT INCREASES UNDER THE MASTER LEASE THAN 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. Contact: Thomas J. Stirnweis (516) 478-5403 EX-99.2 3 c89220exv99w2.txt PRESS RELEASE Exhibit 99.2 RELEASE: IMMEDIATE GETTY REALTY CORP. ENTERS INTO NET LEASE WITH FAS MART FOR 36 PROPERTIES JERICHO, N.Y., November 1, 2004 -- Getty Realty Corp., (NYSE: GTY) announced today that it has entered into an agreement with GPM Investments, LLC to triple net lease to them all 36 former DB Mart convenience store and retail service station properties in Connecticut and Rhode Island that Getty will be acquiring this week from DB Companies, Inc. Getty announced the acquisition on September 8, 2004. The triple net lease has an initial term of 15 years and provides 3 renewal terms of 5 years each. It is estimated that the acquisition and triple net lease transaction will be accretive to Getty's annual earnings, funds from operations and adjusted funds from operations in the amount of approximately $0.04, $0.06 and $0.06 per share of common stock, respectively. GPM Investments currently has a network of more than 200 company operated convenience stores and independent dealers in the Mid-Atlantic States. GPM sites are branded Fas Mart and Shore Stop and GPM is one of Valero's largest gasoline distributors. Mr. Leo Liebowitz, Chairman and CEO of Getty, said "We are pleased to lease these quality locations to Fas Mart, a leader in the convenience store industry." Getty Realty Corp. is a real estate investment trust specializing in convenience stores, retail motor fuel and petroleum distribution terminals. The Company owns and leases over 1,000 properties in the Eastern United States. Contact: Kevin Shea (516) 478-5480 Certain statements in this news release constitute "forward looking statements" within the meaning of Private Securities Litigation Reform Act of 1995. When used herein, the words "believes," "expects," "plans," "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. -----END PRIVACY-ENHANCED MESSAGE-----