8-K

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): June 9, 2015

Getty Realty Corp.

(Exact name of registrant as specified in charter)

Maryland	001-13777	11-3412575
(State of Organization)	(Commission File Number)	(IRS Employer Identification No.)

Two Jericho Plaza, Suite 110 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 7.01 – Regulation FD Disclosure

Getty Realty Corp. is scheduled to attend NAREIT’s Investor Forum, REIT Week 2015, from June 9 through June 11, 2015 at which an investor presentation will be made available to conference attendees. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Getty Realty Corp. Investor Presentation Slides*

* Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall such Exhibit be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as expressly set forth in 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 hereunto duly authorized.

	GETTY REALTY CORP.
Date: June 9, 2015	By:	/s/ Christopher J. Constant
		Christopher J. Constant
		Vice President, Chief Financial Officer and Treasurer

EX-99.1

NAREIT Presentation

June 2015

Exhibit 99.1

Forward Looking Statements

1

Certain statements in this Presentation constitute “forward-looking statements” within the meaning of the federal securities laws.  Forward-looking

statements are statements that relate to management’s expectations or beliefs, future plans and strategies, future financial performance and similar

expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking

terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential.” Such forward-

looking statements reflect current views with respect to the matters referred to and are based on certain assumptions and involve known and unknown risks,

uncertainties and other important factors, many of which are beyond the Company’s control, that could cause the actual results, performance, or

achievements of the Company to differ materially from any future results, performance, or achievement implied by such forward-looking statements. 

While forward-looking statements reflect the Company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. 

The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or

factors, new information, data or methods, future events or other changes. Examples of forward-looking statements in this Presentation include, but are not

limited to, statement(s): (a) relating to the Company’s Investment Highlights, (b) Accretive Acquisition (c) relating to projections of revenues, income or loss,

earnings or loss per share, capital expenditures, and growth prospects, (d) about future economic performance, and (e) regarding liquidity and dividends. 

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.  Other unknown or

unpredictable factors could also have material adverse effects on our business, financial condition, liquidity, results of operations, AFFO and prospects. For a

further discussion of these and other factors that could cause the Company’s future results to differ materially from any forward-looking statements, see the

Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Company’s other filings with the SEC, including, in particular, the

section entitled “Risk Factors” contained therein. In light of these risks, uncertainties, assumptions and factors, there can be no assurance that the results and

events contemplated by the forward-looking statements contained in this Presentation will in fact transpire.  Moreover, because the Company operates in a

very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors

are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this

Presentation, unless noted otherwise. 

Unless otherwise noted in this Presentation, all reported financial data is presented as of the quarter ended March 31, 2015, and all portfolio data is as of June

5, 2015. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company does not undertake any obligation to

release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this Presentation or to reflect the

occurrence of unanticipated events. 

The information contained herein has been prepared from public and non-public sources believed to be reliable. However, the Company has not independently

verified certain of the information contained herein, and does not make any representation or warranty as to the accuracy or completeness of the information

contained in this Presentation.

Investment Highlights

2

1

National Portfolio Targeting Mature, High Growth Markets

2

One of the Leading Owners of Convenience & Gas Retail Outlets, a Stable, yet 

Growing Sector

5

Ongoing Process to Repurpose, Reposition, Redevelop Locations to Maximize Value

3

Long-Term, Triple-Net Leases Enhance Cash Flows

4

Emergence of Increasingly Institutional Quality Credit Tenant Base

6

Proven Ability to Successfully Pursue Internal and External Growth in a

Consolidating Sector

National Portfolio

3

932 properties (826 fee, 106 leased) located in 23 states plus Washington, D.C.

—

98% occupied

—

93%

of

rent

from

core

net-leased

portfolio

/

7%

from

transitional

properties

(1)

1)

Rent figures based on Q1 2015 quarterly results, pro forma for the Company’s recently announced United Oil transaction.  For more

information regarding the Company’s core and transitional properties, see the Company’s 10-Q for the quarter ended March 31, 2015.

Investing in Attractive Markets

4

Focus On Mature, High Growth Markets

—

Significant presence in many of the largest markets in the US

—

Recent acquisition activity in several of the fastest growing regions of the US

Rate of Population Growth (2013 to 2014)

Less than -20

-20 —

-15

-15 —

-10

-10 —

-5

-5 —

0

0 —

5

5 —

10

10 —

15

15 —

20

Greater than 20

Population Change

Per 1,000 Population

Source: US Census Bureau, 2014 Population Estimates

Property Attributes

5

Mature, Infill Markets

—

High replacement costs

—

Limited new development, time consuming

zoning restrictions

—

“Grandfathered” use advantage

Prime Locations and Corners

—

Mature transportation grid

—

High daily traffic counts

—

Optimal corners with traffic lights,

high visibility and easy access

—

Close proximity to freeway entrances

or exit ramps

Alternative Use Opportunities

—

Retail, Banking, Service, Restaurant

—

Assemblage, Redevelopment,

Repositioning

Stable

Sector

of

Retail

Market

(1)

6

C-Store revenue has shown consistent growth, while number of units in service has remained

largely constant over the last ten years

—

More than 152,000

properties in the industry (83.5% selling fuel)

›

On

average

gasoline

sales

account

for

77%

of

store

sales

and

35%

of

store

profits

(2)

63% of C-Stores owned by single-store operators

(1)

Consumers embracing C-stores

—

Average

C-store

with

fuel

has

around

1,100

customer

visits

per

day

(1)

—

C-stores

are

expanding

offerings

to

become

part

supermarket,

restaurant,

bank

and

drug

store

(1)

—

Growth in foodservice is more than offsetting declines in tobacco sales and modest decreases in

fuel volumes

(1)

1)

Source: National Association of Convenience Stores Online.

2)

Source: Future of Fuels Report, 2014.

Growth

in

Number

of

C-Stores

in

US

(1)

A Consolidating Industry

7

Ability to underwrite unit level & entity

level credit

A source of long-term financing for

operators -

not a competitor

Established record of managing and

remediating environmental concerns in a

highly regulated industry

Proven ability to source off-market

transactions

The Getty Competitive Advantage

The growth and overall health of the

c-store industry as compared to other

sectors of the overall retail market has

resulted in a significant increase

in M&A activity

—

2014 was a record year for industry M&A

activity with more than $8bn of

announced or completed transactions by

volume

(1)

Consolidation coming primarily from:

—

Public and non-traded REITs

—

Public MLPs (single-tax structure, access to

low cost capital)

›

Energy Transfer Partners, Crossamerica

Partners, Global Partners, Sunoco LP

—

Traditional owner/operators

›

Couche-Tard, 7-Eleven

—

Private Equity

1)

Source: Matrix Capital Markets

Accretive Acquisition of 77 Properties

8

$214.5 million Acquisition of 77 Properties in June 2015

—

Financed with a combination of long-term fixed rate

debt and credit facility borrowings

—

Tenant is United Oil, a leading regional convenience

store and gas station operator

›

Operates ~400 locations in the Western United States

and Colorado

›

Fortress Investment Group portfolio company

—

20 yr. triple-net lease with three 5-year renewal options

Attractive Sites in High Growth Markets

—

Site located in California, Colorado, Washington, Nevada

and Oregon

—

Branded 76, Conoco, Circle K, 7-11 and My Goods

Credit Enhancement

—

Properties supplied with fuel by Philips 66 under a long-

term supply agreement

›

Agreement contains credit enhancement consignment

features

Stable Long-Term Lease Structure

(1)

Long-Term Triple-Net Leases

9

Sustainable cash flows supported by long-term triple net leases

—

Pro

forma

for

the

United

Oil

transaction,

our

rent

weighted

average

lease

term

is

12.4

years

(1)

Majority of triple-net leases have 15 year initial terms

—

Contractual rent increases during initial and renewal terms

—

Credit visibility via station and tenant financial statements

—

80.7% of leases mature in 2025 or beyond

1)

Lease maturity figures based on Q1 2015 quarterly results, pro forma for the Company’s recently announced United Oil

transaction.

High-Quality Tenant Base

10

More

than

55%

of

Getty’s

rental

income

comes

from

high-quality,

credit

worthy

tenants

base

(1)

Noteworthy

Tenants

Tenant

Rank

Status

% of Total

(1)

1

st

NYSE:

GLP

18.0%

2

nd

Fortress Portfolio Company

15.7%

5

th

GPM

Petroleum,

Parent Co., IPO Filed

7.1%

6

th

Crossamerica Partners, Parent Co.,

NYSE:

CAPL

6.9%

8

th

NYSE:

BP

2.8%

9

th

Sunoco LP,

Parent Co., NYSE: SUN

2.3%

11

th

World’s largest C-store chain (more

than 55,800 stores in 16 countries)

1.2%

1)

Rental income percentages based on Q1 2015 quarterly results, pro forma for the Company’s recently announced United Oil

transaction.

Stable Balance Sheet

(1)

11

Revolving Credit Facility

—

$175 million senior unsecured

—

Matures in 2018 and has a one year

extension option

—

LIBOR +195 to 325 based on Company

leverage

Bank Term Loan

—

$50 million senior unsecured

—

Matures in 2020

—

LIBOR +190 to 320 based on Company

leverage

Prudential Term Loan A

—

$100 million senior unsecured

—

Matures in 2021

—

6.0%

Prudential Term Loan B

—

$75 million senior unsecured

—

Matures in 2023

—

5.35%

Credit Statistics

(1)

Debt to Total Capitalization

38%

Net Debt to EBITDA

5.5x

Fixed Charge Coverage

2.7x

Weighted Average Interest Rate

4.6%

Weighted

Average Maturity

5.2 yrs

Variable

Rate

vs.

Fixed

Rate

49% / 51%

1)

Balance sheet overview, credit statistics and debt maturities are pro forma for the Company’s financing transactions completed on

June 2, 2015 and the Company’s recently announced United Oil transaction.

Maturity Schedule

(1)

Enhanced Operating Results

12

1)

Non-GAAP financial measure.  For a complete definition of AFFO, see the Company’s 10-Q for the quarter ended March 31,

2015.  A reconciliation of net income to AFFO can be found in the appendix to this presentation.

2)

Excludes $0.20 per share of one-time income associated with the bankruptcy of Getty Petroleum Marketing, Inc.

3)

Excludes $0.51 per share of one-time income associated with the bankruptcy of Getty Petroleum Marketing, Inc.

Significant increases in AFFO since 2013

—

Portfolio Repositioning Activities

›

Leasing

›

Dispositions

—

Acquisitions

—

Focus on Cost Controls

Quarterly AFFO per Share

(1)

$0.19

$0.17

$0.06

$0.22

$0.28

$0.30

$0.35

$0.34

$0.33

$0.00

$0.05

$0.10

$0.15

$0.20

$0.25

$0.30

$0.35

$0.40

Q1 2013

Q2 2013 (2)

Q3 2013 (3)

Q4 2013

Q1 2014

Q2 2014

Q3 2014

Q4 2014

Q1 2015

Rising Dividend Reflecting Portfolio Growth

13

Consistent annual increase in recurring dividends since 2013

—

$0.19 per share in special dividends

›

Litigation settlement

›

Dispositions

Quarterly Dividends Declared per Share

$0.13

$0.13

$0.13

$0.20

$0.20

$0.20

$0.20

$0.20

$0.20

$0.20

$0.22

$0.22

$0.05

$0.14

$0.00

$0.05

$0.10

$0.15

$0.20

$0.25

$0.30

$0.35

$0.40

Q2 2012

Q3 2012

Q4 2012

Q1 2013

Q2 2013

Q3 2013

Q4 2013

Q1 2014

Q2 2014

Q3 2014

Q4 2014

Q1 2015

Management

14

David B. Driscoll, Chief Executive Officer, President, Director

—

President and Chief Executive Officer since 2010

—

Director of Getty since May 2007 and Lead Independent Director from April 2008 until February 2010

—

30 years real estate investment banking and capital markets experience Morgan Joseph & Co, ING Barings, Smith Barney

Mark J. Olear, EVP, Chief Operating Officer

—

Executive Vice President and Chief Investment Officer since 2014

—

Previously held various real estate positions with TD Bank, Home Depot, Toys “R” Us and A&P

—

Promoted to Chief Financial Officer in December 2013, Vice President in May 2013 and Treasurer in May 2011

—

Joined in Nov. 2010 as Director of Planning & Corp. Development

—

Previously Vice President of Morgan Joseph; Began career at ING Barings

Christopher J. Constant, VP, Chief Financial Officer

—

Vice President since February 2009 and General Counsel and Secretary since 2008

—

Previously a Partner at Arent Fox LLP specializing in corporate and transactional matters

Joshua Dicker, SVP, General Counsel

—

Executive Vice President since May 2004 and, prior to that, Vice President since 2001

—

Joined in 1984

Kevin C. Shea, EVP

Investment Highlights

1

National Portfolio Targeting Mature, High Growth Markets

2

One of the Leading Owners of Convenience & Gas Retail Outlets, a Stable, yet 

Growing Sector

5

Ongoing Process to Repurpose, Reposition, Redevelop Locations to Maximize Value

3

Long-Term, Triple-Net Leases Enhance Cash Flows

4

Emergence of Increasingly Institutional Quality Credit Tenant Base

6

Proven Ability to Successfully Pursue Internal and External Growth in a

Consolidating Sector

15

Q & A

Appendix

17

Quarters Ended

3/2013

6/2013

9/2013

12/2013

3/2014

6/2014

9/2014

12/2014

3/2015

Net earnings

$10,350

$12,739

$41,877

$5,045

$9,638

$6,637

$10,235

($3,092)

($1,137)

Depreciation and amortization

2,643

2,409

2,446

2,429

2,323

2,339

3,372

2,515

3,585

Gains on dispositions

(8,432)

(4,174)

(26,975)

(5,924)

(3,153)

(1,217)

(4,146)

(1,702)

126

Impairments

3,984

468

3,265

5,708

1,663

2,014

2,906

14,951

7,913

FFO

$8,545

$11,442

$20,613

$7,258

$10,471

$9,773

$12,367

$12,672

$10,487

Revenue recognition adjustments

(2,383)

(1,361)

(2,203)

(2,432)

(2,248)

(1,576)

(820)

(728)

(579)

Non-cash allowances

0

1,531

0

3,244

836

881

(114)

728

10

Acquisition costs

0

410

66

4

0

26

27

51

0

Non-cash environmental adjustments

275

299

514

(830)

261

1,012

336

(1,319)

1,120

AFFO

$6,437

$12,321

$18,990

$7,244

$9,320

$10,116

$11,796

$11,404

$11,038

WASO

33,397

33,397

33,397

33,397

33,397

33,403

33,417

33,417

33,417

AFFO/Share

$0.19

$0.37

$0.57

$0.22

$0.28

$0.30

$0.35

$0.34

$0.33

Reconciliation of Net Income to AFFO