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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
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 (I.R.S. Employer
incorporation or organization) Identification No.)
125 JERICHO TURNPIKE, SUITE 103
-----------------------------------
JERICHO, NEW YORK 11753
-----------------------------------
(Address of principal executive offices)
(Zip Code)
(516) 478 - 5400
----------------
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Registrant had outstanding 24,712,861 shares of Common Stock, par value $.01 per
share, as of May 1, 2005.
GETTY REALTY CORP.
INDEX
Page Number
-----------
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2005 and
December 31, 2004 1
Consolidated Statements of Operations for the Three
Months ended March 31, 2005 and 2004 2
Consolidated Statements of Cash Flows for the
Three months ended March 31, 2005 and 2004 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20
Item 4. Controls and Procedures 20
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
March 31, December 31,
--------- -----------
2005 2004
--------- -----------
Assets:
Real Estate:
Land $ 171,891 $ 156,571
Buildings and improvements 199,454 190,019
--------- -----------
371,345 346,590
Less - accumulated depreciation and amortization (104,908) (106,463)
--------- -----------
Real estate, net 266,437 240,127
Deferred rent receivable 26,017 25,117
Cash and equivalents 1,603 15,700
Recoveries from state underground storage tank funds, net 5,583 5,437
Mortgages and accounts receivable, net 4,187 3,961
Prepaid expenses and other assets 545 386
--------- -----------
Total assets $ 304,372 $ 290,728
========= ===========
Liabilities and Shareholders' Equity:
Debt $ 38,745 $ 24,509
Environmental remediation costs 20,426 20,626
Dividends payable 10,760 10,495
Accounts payable and accrued expenses 7,958 9,595
--------- -----------
Total liabilities 77,889 65,225
--------- -----------
Commitments and contingencies (Notes 5 and 6)
Shareholders' equity:
Common stock, par value $.01 per share; authorized
50,000,000 shares; issued 24,712,861 at March 31, 2005
and 24,694,071 at December 31, 2004 247 247
Paid-in capital 257,599 257,295
Dividends paid in excess of earnings (31,363) (32,039)
--------- -----------
Total shareholders' equity 226,483 225,503
--------- -----------
Total liabilities and shareholders' equity $ 304,372 $ 290,728
========= ===========
The accompanying notes are an integral part of these financial statements.
-1-
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three months ended March 31,
----------------------------
2005 2004
----------- -----------
Revenues from rental properties $ 17,396 $ 16,511
Expenses:
Rental property expenses 2,624 2,521
Environmental expenses, net 63 1,732
General and administrative expenses 1,311 1,377
Depreciation and amortization expense 1,949 1,836
----------- -----------
Total operating expenses 5,947 7,466
----------- -----------
Operating income 11,449 9,045
Other income, net 136 133
Interest expense (149) (21)
----------- -----------
Net earnings $ 11,436 $ 9,157
=========== ===========
Net earnings per share:
Basic $ .46 $ .37
Diluted $ .46 $ .37
Weighted average shares outstanding:
Basic 24,700 24,671
Diluted 24,714 24,717
Dividends declared per share: $ .435 $ .425
The accompanying notes are an integral part of these financial statements.
-2-
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months ended March 31,
-----------------------------
2005 2004
------------ ------------
Cash flows from operating activities:
Net earnings $ 11,436 $ 9,157
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization expense 1,949 1,836
Deferred rental revenue (900) (1,116)
Gain on dispositions of real estate (72) -
Accretion expense 193 215
Stock-based compensation expense 26 -
Changes in assets and liabilities:
Recoveries from state underground storage tank funds, net (40) 335
Mortgages and accounts receivable, net (85) 386
Prepaid expenses and other assets (159) 208
Environmental remediation costs (499) (509)
Accounts payable and accrued expenses (1,637) (213)
------------ ------------
Net cash provided by operating activities 10,212 10,299
------------ ------------
Cash flows from investing activities:
Property acquisitions and capital expenditures (28,964) (1,332)
Collection (issuance) of mortgages receivable, net (141) 206
Proceeds from dispositions of real estate 777 -
------------ ------------
Net cash used in investing activities (28,328) (1,126)
------------ ------------
Cash flows from financing activities:
Cash dividends paid (10,495) (10,483)
Borrowings under credit line, net 14,500 -
Repayment of mortgages payable (264) (21)
Stock options 278 129
------------ ------------
Net cash provided by (used in) financing activities 4,019 (10,375)
------------ ------------
Net decrease in cash and equivalents (14,097) (1,202)
Cash and equivalents at beginning of period 15,700 19,905
------------ ------------
Cash and equivalents at end of period $ 1,603 $ 18,703
============ ============
Supplemental disclosures of cash flow information
Cash paid (refunded) during the period for:
Interest $ 165 $ 21
Income taxes, net 116 95
Recoveries from state underground storage tank funds (274) (188)
Environmental remediation costs 887 1,181
The accompanying notes are an integral part of these financial statements.
-3-
GETTY REALTY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General:
The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America ("GAAP"). 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 financial statements have been prepared in conformity with GAAP, which
requires management to make its best 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, recoveries from state underground
storage tank funds, environmental remediation costs, depreciation and
amortization, impairment of long-lived assets, litigation, accrued expenses,
income taxes and exposure to paying an earnings and profits deficiency dividend.
The consolidated financial statements are unaudited but, in the opinion of
management, reflect all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation. These statements should be read in
conjunction with the consolidated financial statements and related notes, which
appear in the Company's Annual Report on Form 10-K for the year ended December
31, 2004.
2. Earnings Per Share:
Basic earnings per share is computed by dividing net earnings by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share also gives effect to the potential dilution from the exercise
of stock options and issuance of common shares in settlement of restricted stock
unit awards aggregating 14,000 and 46,000 shares for the three months ended
March 31, 2005 and 2004, respectively.
3. Stock-Based Employee Compensation:
The Company recorded $26,000 of stock-based employee compensation expense
for the three months ended March 31, 2005 related to stock options and
restricted stock units granted in 2001 through 2005 utilizing the fair value
basis of accounting. Under the fair value method of accounting compensation
expense equal to the fair value of the award at the date of grant is recognized
as compensation expense ratably over the vesting period of the award. On March
1, 2005 the Company granted 12,550 restricted stock units and dividend
equivalents to employees
-4-
under its Omnibus Incentive Compensation Plan. The grant has a fair value
estimated at $26.95 per unit aggregating approximately $338,000 and vests over
five years. Dividend equivalents will be charged against retained earnings when
common stock dividends are declared.
Effective December 31, 2002 the Company changed to the fair value basis of
accounting for stock-based employee compensation for awards granted subsequent
to that date. In 2004 the Company accounted for options granted under its stock
option plan prior to January 1, 2003 using the intrinsic value method.
Historically, the exercise price of options granted by the Company was the same
as the market price at the grant date and stock-based compensation expense was
not included in reported net earnings. Since there were no stock-based
compensation awards granted subsequent to December 31, 2002 through March 31,
2004, stock-based employee compensation expense was not required to be recorded
in the three month period ended March 31, 2004. Effective January 1, 2005, the
Company changed to the fair value basis of accounting for all of the awards
outstanding as of that date that it had been accounting for under the intrinsic
value method.
Had compensation cost for the Company's stock option plan been accounted
for in 2004 using the fair value method for all grants, the Company's total
stock-based employee compensation expense using the fair value method, pro-forma
net earnings and pro-forma net earnings per share on a basic and diluted basis
would have been a follows (in thousands, except per share amounts):
Three months
ended
March 31, 2004
--------------
Net earnings, as reported $ 9,157
Add: Stock-based employee compensation expense included in
reported net earnings -
Deduct: Total stock-based employee compensation expense using
the fair value method 23
----------
Pro-forma net earnings $ 9,134
==========
Net earnings per share
As reported $ .37
Pro-forma $ .37
-5-
4. Shareholders' Equity:
A summary of the changes in shareholders' equity for the three months
ended March 31, 2005 is as follows (in thousands):
Dividends
Common Stock Paid In
-------------------- Paid-in Excess Of
Shares Amount Capital Earnings Total
------- -------- --------- --------- --------
Balance, December 31, 2004 24,694 $ 247 $ 257,295 $ (32,039) $225,503
Net earnings 11,436 11,436
Dividends (10,760) (10,760)
Stock-based employee compensation
expense 26 26
Common stock issued 19 278 278
------ -------- --------- --------- --------
Balance, March 31, 2005 24,713 $ 247 $ 257,599 $ (31,363) $226,483
====== ======== ========= ========= ========
The Company had previously authorized 20,000,000 shares of preferred
stock, par value $.01 per share for issuance in series of which none were issued
as of March 31, 2005 or December 31, 2004.
5. Commitments and Contingencies:
In order to qualify as a REIT, among other items, the Company paid a
$64,162,000 special one-time "earnings and profits" (as defined in the Internal
Revenue Code) cash distribution to shareholders in August 2001. Determination of
accumulated earnings and profits for federal income tax purposes is extremely
complex. Should the Internal Revenue Service successfully assert that the
Company's accumulated 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 accumulated earnings and profits. The Company may have to borrow money
or sell assets to pay such a deficiency dividend.
In order to minimize the Company's exposure to credit risk associated with
financial instruments, the Company places its temporary cash investments with
high credit quality institutions. Temporary cash investments, if any, are held
in an institutional money market fund and federal agency discount notes.
The Company leases nine hundred forty-seven of its one thousand
sixty-three properties on a long-term net basis to Getty Petroleum Marketing
Inc. ("Marketing") under a master lease ("Master Lease") and a coterminous
supplemental lease for one property (collectively the "Marketing Leases") (see
note 2 to the consolidated financial statements which appear in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004). Marketing
operated substantially all of the Company's petroleum marketing businesses when
it was spun-off to the Company's shareholders as a separate publicly held
company in March 1997 ("the Spin-Off"). In December 2000, Marketing was acquired
by a subsidiary of OAO Lukoil, one of Russia's largest oil companies. The
Company's financial results depend largely on rental income
-6-
from Marketing, and to a lesser extent on rental income from other tenants, and
are therefore materially dependent upon the ability of Marketing to meet its
obligations under the Marketing Leases. Substantially all of the deferred rental
revenue of $26,017,000 recorded as of March 31, 2005 is due to recognition of
rental revenue on a straight-line basis under the Marketing Leases. Marketing's
financial results depend largely on retail petroleum marketing margins and
rental income from its dealers. The petroleum marketing industry has been and
continues to be volatile and highly competitive. Marketing has made all required
monthly rental payments under the Master Lease when due.
Under the Master Lease, the Company has agreed to provide limited
environmental indemnification, capped at $4,250,000 and expiring in 2010, to
Marketing for certain pre-existing conditions at six of the terminals which are
owned by the Company. Under the agreement, Marketing will pay the first
$1,500,000 of costs and expenses incurred in connection with remediating any
such pre-existing conditions, Marketing and the Company will share equally the
next $8,500,000 of those costs and expenses and Marketing will pay all
additional costs and expenses over $10,000,000. The Company has not accrued a
liability in connection with this indemnification agreement since it is
uncertain that any amounts will be required to be paid under the agreement.
The Company has also agreed to reimburse Marketing for one-half of certain
capital expenditures for work required to comply with local zoning requirements
up to a maximum amount designated for each property and an aggregate maximum
reimbursement of $875,000. The Company reimbursed Marketing $265,000 in 2004 and
expects to reimburse Marketing for the balance of these costs, if any, during
2005.
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 all pre-spin-off legal proceedings and claims relating to the
petroleum marketing business. As of March 31, 2005 and December 31, 2004 the
Company had accrued $2,430,000 and $3,623,000, respectively, for certain of
these matters which it believes are appropriate based on information currently
available. The ultimate resolution of these matters is not expected to have a
material adverse effect on the Company's financial condition or results of
operations.
In September 2003, the Company was notified by the State of New Jersey
Department of Environmental Protection that the Company is one of approximately
60 potentially responsible parties for natural resource damages resulting from
discharges of hazardous substances into the Lower Passaic River. The definitive
list of potentially responsible parties and their actual 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. In September
2004, the Company received a General Notice Letter from the US EPA (the "EPA
Notice"), advising the Company that it may be a potentially responsible party
for costs of remediating certain conditions resulting from discharges of
hazardous substances into the Lower Passaic River. ChevronTexaco received the
same EPA Notice regarding those same conditions. Additionally, the Company
believes that ChevronTexaco is contractually obligated to indemnify the Company,
pursuant to an indemnification agreement, for most of the conditions at the
property identified by the New Jersey Department of Environmental Protection and
the EPA. Accordingly, the ultimate legal and
-7-
financial liability of the Company, if any, cannot be estimated with any
certainty at this time.
From October 2003 through February 2004, the Company was notified that it
had been made party to 36 cases, and one additional case in the fourth quarter
of 2004, in Connecticut, Florida, Massachusetts, New Hampshire, New Jersey, New
York, Pennsylvania, Vermont, Virginia and West Virginia brought by local water
providers or governmental agencies. These cases allege various theories of
liability due to contamination of groundwater with MTBE as the basis for claims
seeking compensatory and punitive damages. Each case names as defendants
approximately 50 petroleum refiners, manufacturers, distributors and retailers
of MTBE, or gasoline containing MTBE. The accuracy of the allegations as they
relate to the Company, its defenses to such claims, the aggregate amount of
damages, the definitive list of defendants and the method of allocating such
amounts among the defendants have not been determined. Accordingly, the ultimate
legal and financial liability of the Company, if any, cannot be estimated with
any certainty at this time.
Prior to the Spin-Off of the Marketing business, 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
March 31, 2005 and December 31, 2004, the Company's consolidated balance sheets
included, in accounts payable and accrued expenses, $499,000 and $500,000,
respectively, relating to insurance obligations that may be deemed to have
arisen prior to the Spin-Off. Since the Spin-Off, the Company has maintained
insurance coverage subject to certain deductibles.
6. Environmental Remediation Costs:
The Company is subject to numerous existing federal, state and local laws
and regulations, including matters relating to the protection of the
environment. In recent years, environmental expenses were principally
attributable to remediation, monitoring, and governmental agency reporting
incurred in connection with contaminated properties. In prior periods a larger
portion of the expenses also included soil disposal and the replacement or
upgrading of underground storage tanks ("USTs") to meet federal, state and local
environmental standards. For the three months ended March 31, 2005, and 2004 the
aggregate of the net changes in estimated remediation costs and accretion
expenses included in the Company's consolidated statements of operations were
$63,000 and $1,732,000, respectively, which amounts were net of estimated
recoveries from state UST remediation funds.
In accordance with leases with certain tenants, the Company has agreed to
bring the leased properties with known environmental contamination to within
applicable standards and to regulatory or contractual closure ("Closure") in an
efficient and economical manner. 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 tenant. The Company has agreed to pay all costs relating
to, and to indemnify Marketing for, certain environmental liabilities and
obligations for two hundred fifty-nine properties that 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.
The estimated future costs for known environmental remediation
requirements are accrued
-8-
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 income, 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. These accrual estimates
are subject to significant change, and are adjusted as the remediation treatment
progresses, as circumstances change and as these contingencies become more
clearly defined and reasonably estimable. As of March 31, 2005, the Company has
remediation action plans in place for 298 (90%) of the 330 properties for which
it retained environmental responsibility and has not received a no further
action letter and the remaining 32 properties (10%) remain in the assessment
phase.
As of March 31, 2005, December 31, 2004 and December 31, 2003 the Company
had accrued $20,426,000, $20,626,000, and $23,551,000, respectively, as
management's best estimate of the fair value of reasonably estimable
environmental remediation costs. As of March 31, 2005, December 31, 2004 and
December 31, 2003, the Company had also recorded $5,583,000, $5,437,000 and
$7,454,000, 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 $15,189,000
and $16,097,000 as of December 31, 2004 and 2003, respectively, have been
accreted for the change in present value due to the passage of time and,
accordingly, $193,000 and $215,000, of accretion expense is included in
environmental expenses for the quarters ended March 31, 2005 and 2004,
respectively. Environmental expenditures were $887,000 and recoveries from UST
remediation funds were $274,000 for the three months ended March 31, 2005.
In view of the uncertainties associated with environmental expenditures,
however, the Company believes it is possible that the fair value of future
actual net expenditures could be substantially higher than these estimates.
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. Although future environmental
expenses may have a significant impact on results of operations for any single
fiscal year or interim period, the Company currently believes that such costs
will not have a material adverse effect on the Company's long-term financial
position.
-9-
7. Debt
As of March 31, 2005 debt consisted of $38,500,000 borrowings under a
$45,000,000 uncommitted line of credit with JPMorgan Chase ("JPMorgan") and
$245,000 of mortgages due in varying amounts through May 1, 2015. Borrowing
under the line of credit is unsecured and bears interest at the bank's prime
rate or, at the Company's option, LIBOR plus 1.25% (aggregating 4.0% at March
31, 2005). The line of credit is subject to annual renewal in June 2005 at the
discretion of JPMorgan.
In March 2005 the Company entered into a Commitment Letter with JPMorgan
for an unsecured three-year senior revolving credit facility ("Credit Facility")
in the aggregate amount of $100,000,000 which the Company anticipates will
replace its outstanding $45,000,000 uncommitted line of credit. Under the terms
of the proposed Credit Facility, the Company will have the options to increase
the Credit Facility by $25,000,000 and extend the Credit Facility for one
additional year. While the Commitment Letter is non-binding and is subject to
JPMorgan's successful syndication of a substantial portion of the Credit
Facility, and execution of definitive agreements containing customary terms and
conditions, the Company believes that the Credit Facility will be committed and
available in the second quarter of 2005.
The Company anticipates that borrowings under the proposed Credit Facility
will bear interest at a rate equal to the sum of a base rate or a LIBOR rate
plus an applicable margin ranging from 1.25% to 1.75%, which is based on the
Company's leverage ratio, as defined by the Credit Facility. The annual
commitment fee on the unused proposed Credit Facility Fee will range from 0.10%
to 0.20%, which will be based on usage. The Company expects that the Credit
Facility will include financial covenants such as leverage and coverage ratios
and other customary covenants, including limitations on the Company's ability to
incur debt and pay dividends, maintenance of tangible net worth and events of
default, including a change of control and maintenance of REIT status. The
Company does not believe that these covenants will limit its current business
practices.
8. Acquisition
On March 25, 2005, the Company acquired 23 convenience store and retail
motor fuel properties in Virginia for approximately $29,000,000 which is
included in land and buildings and improvements in the consolidated balance
sheet at of March 31, 2005. Available cash and equivalents and increased
borrowings under the existing line of credit were utilized to finance the
transaction.
All of the properties are triple-net-leased to a single tenant who
previously leased the properties from the seller and operates the locations
under its proprietary convenience store brand in its network of over 200
locations. The lease provides for annual rentals at a competitive lease
capitalization rate and provides for escalations thereafter. The lease has an
initial term of fifteen years and provides the tenant options for three renewal
terms of five years each. The lease also provides that the tenant is responsible
for all existing and future environmental conditions at the properties.
-10-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This discussion and analysis of financial condition and results of
operations should be read in conjunction with Section entitled "Risks and
Uncertainties" in "Item 1. Business" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" which appear in our
Annual Report on Form 10-K for the year ended December 31, 2004 and the
accompanying consolidated financial statements and related notes which appear in
this Form 10-Q.
General
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 taxed 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 90% of our taxable income
to shareholders each year.
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 that are responsible for the payment of
taxes, maintenance, repair, insurance and other operating expenses and for
managing the actual operations conducted at these properties. Nine hundred
forty-seven of our one thousand sixty-three properties are leased on a long-term
basis under a master lease (the "Master Lease") and a coterminous supplemental
lease for one property, (collectively the "Marketing Leases") to Getty Petroleum
Marketing Inc. ("Marketing") which was spun-off to our shareholders as a
separate publicly held company in March 1997. In December 2000, Marketing was
acquired by a subsidiary of OAO Lukoil ("Lukoil"), one of Russia's largest
integrated oil companies.
We rely upon the revenue from leasing retail motor fuel and convenience
store properties and petroleum distribution terminals, primarily to Marketing,
for substantially all of our revenues (90.8% for the three months ended March
31, 2005). Accordingly, our revenues will be dependent to a large degree on the
economic performance of Marketing and of the petroleum marketing industry and
any factor that adversely affects Marketing or our other lessees may have a
material adverse effect on our financial condition and results of operations.
Marketing's financial results depend largely on retail petroleum marketing
margins and rental income from subtenants who operate our properties. The
petroleum marketing industry has been and continues to be volatile and highly
competitive. In the event that Marketing cannot or will not perform its monetary
obligations under the Marketing Leases with us, our financial condition and
results of operations would be materially adversely affected. Although Marketing
is wholly owned by a subsidiary of Lukoil, no assurance can be given that Lukoil
will cause Marketing to fulfill any of its monetary obligations under the
Marketing Leases.
We periodically receive and review Marketing's financial statements and
other financial data. We receive this information from Marketing pursuant to the
terms of the Master Lease. This information is not publicly available and the
terms of the Master Lease prohibit us from
-11-
including this 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
financial performance of Marketing may deteriorate, and Marketing may ultimately
default on its monetary obligations to us before we receive financial
information from Marketing that would indicate the deterioration or before we
would have the opportunity to advise our shareholders of any increased risk of
default.
Certain financial and other information concerning Marketing is available
from Dun & Bradstreet and may be accessed by their web site (www.dnbsearch.com)
upon payment of their fee.
If Marketing does not fulfill its monetary obligations to us under the
Marketing Leases, our financial condition and results of operations will be
materially adversely affected. Based on our review of the financial statements
and other financial data Marketing has provided to us to date, we believe that
Marketing has the ability to make its rent payments to us under the Marketing
Leases timely when due.
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 90% of our
taxable income each year. In addition to measurements defined by generally
accepted accounting principles ("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 performance of REITs. FFO is defined by the National
Association of Real Estate Investment Trusts as net earnings before depreciation
and amortization, gains or losses on sales of real estate, non-FFO items
reported in discontinued operations and extraordinary items. 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 is helpful to investors in measuring our performance
because FFO excludes various items included in GAAP net earnings that do not
relate to, or are not indicative of, our fundamental operating performance such
as gains or losses from property sales and depreciation and amortization. In our
case, however, GAAP 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 the Master
Lease. In accordance with GAAP, the aggregate minimum rent due over the initial
fifteen-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 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 scheduled rent increases under the Master Lease, than
FFO. Neither FFO nor AFFO represent cash generated from operating activities
calculated in accordance with GAAP and therefore should not be considered an
alternative for GAAP net earnings or as a measure of liquidity.
-12-
A reconciliation of net earnings to FFO and AFFO for the three months
ended March 31, 2005 and 2004 is as follows (in thousands, except per share
amounts):
Three months ended March 31,
-----------------------------
2005 2004
------------ ------------
Net earnings $ 11,436 $ 9,157
Depreciation and amortization expense 1,949 1,836
Gains on sales of real estate (72) -
------------ ------------
Funds from operations 13,313 10,993
Straight-line rent (900) (1,116)
------------ ------------
Adjusted funds from operations $ 12,413 $ 9,877
============ ============
Diluted per share amounts (a):
Earnings per share $ .46 $ .37
FFO per share $ .54 $ .44
AFFO per share $ .50 $ .40
Diluted weighted average shares
outstanding 24,714 24,717
(a) Diluted per share amounts are computed by dividing net earnings, funds
from operations and adjusted funds from operations, respectively, by the diluted
weighted average shares outstanding during the period.
Results of operations
Three months ended March 31, 2005 compared to the three months ended March
31, 2004
Revenues from rental properties for the three months ended March 31, 2005
were $17.4 million and $16.5 million for the three months ended March 31, 2004.
We received rent from properties leased to Marketing under the Marketing Leases
of approximately $14.9 million in the three months ended March 31, 2005 and
$14.8 million for the three months ended March 31, 2004. We also received rent
from other tenants of $1.6 million in for the three months ended March 31, 2005
and $0.6 million in three months ended March 31, 2004. The increase in rent
received was primarily due to rental income from properties acquired in November
2004 and rent escalations, and was partially offset by the effect of lease
terminations and property dispositions. In addition, revenues from rental
properties include deferred rental revenues of $0.9 million for the three months
ended March 31, 2005 and $1.1 million for the three months ended March 31, 2004,
recognized as required by GAAP, primarily related to the 2% future annual rent
increases due from Marketing under the terms of the Master Lease. The aggregate
minimum rent due over the initial fifteen-year term of the Master Lease is
recognized on a straight-line basis rather than when due.
Rental property expenses, which are principally comprised of rent expense
and real estate and other state and local taxes, were $2.6 million for the three
months ended March 31, 2005, which was comparable to the $2.5 million recorded
for the three months ended March 31, 2004.
Environmental expenses for the three months ended March 31, 2005 were $0.1
million as compared to $1.7 million for the three months ended March 31, 2004.
The decrease was due to a
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reduction in the net change in estimated environmental costs and accretion
expense of $0.8 million and a reduction in legal fees of $0.4 million as
compared to the prior year period. The decrease was also due to a $0.5 million
credit recorded in the three months ended March 31, 2005 to reduce environmental
litigation loss reserves. The net change in estimated environmental expenses and
accretion expense aggregated $0.3 million for the three months ended March 31,
2005 compared to $1.0 million recorded in the comparable period last year.
General and administrative expenses for the three months ended March 31,
2005 were $1.3 million, which was comparable to the $1.4 million recorded for
the three months ended March 31, 2004.
Depreciation and amortization expense for the three months ended March 31,
2005 was $1.9 million, which was comparable to the $1.8 million recorded for the
three months ended March 31, 2004.
As a result, total operating expenses declined by approximately $1.5
million for the three months ended March 31, 2005 as compared to the three
months ended March 31, 2004.
The results for the three months ended March 31, 2005 were minimally
impacted by the acquisition of 23 convenience store and retail motor fuel
station fee properties in Virginia that was completed on March 25, 2005 (see
"Liquidity and Capital Resources" below). We estimate that the acquisition will
be accretive to our annualized net earnings, FFO and AFFO in the amount of
approximately $0.03, $0.04 and $0.03 per share of stock, respectively. FFO per
share is calculated by adding back depreciation and amortization expense of
$0.01 per share to net earnings per share. AFFO per share is calculated by
subtracting straight-line rent of $0.01 per share from FFO per share.
Net earnings were $11.4 million for the three months ended March 31, 2005
as compared to $9.2 million for the comparable prior year period. Net earnings
for the three months ended March 31, 2005 increased by 25%, or $2.3 million,
over the comparable period in 2004. FFO increased $2.3 million, or 21.1%, to
$13.3 million and AFFO increased $2.5 million, or 25.7%, to $12.4 million in the
three months ended March 31, 2005. AFFO increased more than FFO on both a dollar
and percentage basis due to $0.2 million in lower deferred rental revenues
(which are included in FFO, but excluded from AFFO) recorded for the three
months ended March 31, 2005 as compared to the three months ended March 31,
2004.
Diluted earnings per share for the three months ended March 31, 2005
increased $0.09 per share to $0.46 per share, as compared to the three months
ended March 31, 2004. Diluted FFO per share and AFFO per share each increased
$0.10 per share to $0.54 per share for FFO and to $0.50 per share for AFFO,
compared to respective amounts for the three months ended March 31, 2004.
-14-
Liquidity and Capital Resources
Our principal sources of liquidity are the cash flows from our business,
available cash and equivalents and a short-term uncommitted line of credit with
JPMorgan Chase Bank ("JPMorgan"). Management believes that dividend payments and
cash requirements for our business for the next twelve months, including
environmental remediation expenditures, capital expenditures and debt service,
can be met by cash flows from operations, available cash and equivalents and the
credit line. As of March 31, 2005, we had a line of credit amounting to $45.0
million. Total borrowings outstanding under the uncommitted line of credit at
March 31, 2005 were $38.5 million, bearing interest at a rate of 4.0% per annum,
and an additional $0.2 million was utilized for outstanding letters of credit.
Borrowings under the line of credit are unsecured and bear interest at the prime
rate or, at our option, LIBOR plus 1.25%. The line of credit is subject to
annual renewal in June 2005 at the discretion of JPMorgan. In March 2005 we
entered into a non-binding Commitment Letter with JPMorgan for an unsecured
three-year senior revolving credit facility ("Credit Facility") in the aggregate
amount of $100.0 million which we anticipate will replace the outstanding $45.0
million uncommitted line of credit. We intend to use the Credit Facility to
repay borrowings outstanding under the uncommitted line of credit. We expect
that the remaining unused availability will approximate $62.0 million and will
be available for general corporate purposes, including acquisitions.
We elected to be taxed 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 90% 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. Dividends paid to
our shareholders were $10.5 million for each of the three months ended March 31,
2005 and 2004. We presently intend to pay stock dividends of $0.435 per quarter
($1.74 per share on an annual basis), and commenced doing so with the quarterly
dividend declared in the quarter ended March 31, 2004.
On March 25, 2005, we acquired 23 convenience store and retail motor fuel
properties in Virginia for approximately $29.0 million which is included in land
and buildings and improvements in the consolidated balance sheet at of March 31,
2005. We utilized available cash and equivalents and increased borrowings under
our existing line of credit to finance the transaction.
All of the properties are triple-net-leased to a single tenant who
previously leased the properties from the seller and operates the locations
under its proprietary convenience store brand in its network of over 200
locations. The lease provides for annual rentals at a competitive lease
capitalization rate and provides for escalations thereafter. The lease has an
initial term of fifteen years and provides the tenant options for three renewal
terms of five years each. The lease also provides that the tenant is responsible
for all existing and future environmental conditions at the properties.
Critical Accounting Policies
Our accompanying consolidated financial statements include the financial
condition and
-15-
results of operations of Getty Realty Corp. and our wholly-owned subsidiaries.
The preparation of financial statements in accordance with GAAP requires
management to make estimates, judgments and assumptions that affect amounts
reported in its financial statements. Although we have made our best 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. We do not believe that there is
a great likelihood that materially different amounts would be reported related
to the application of the accounting policies described below.
Estimates, judgments and assumptions underlying the accompanying
consolidated financial statements include, but are not limited to, deferred rent
receivable, recoveries from state underground storage tank funds, environmental
remediation costs (see "Environmental Matters" below), real estate, depreciation
and amortization, impairment of long-lived assets, litigation, accrued expenses,
income taxes 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 to the consolidated financial
statements which appear in our Annual Report on Form 10-K for the year ended
December 31, 2004. We believe that the more critical of our accounting policies
relate to revenue recognition, impairment of long-lived assets, income taxes,
environmental costs and recoveries from state underground storage tank funds and
litigation, each of which is discussed in "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report
on Form 10-K for the year ended December 31, 2004.
Environmental Matters
We are subject to numerous existing federal, state and local laws and
regulations, including matters relating to the protection of the environment. In
accordance with the leases with certain of our tenants, we have agreed to bring
the leased properties with known environmental contamination to within
applicable standards and to regulatory or contractual closure ("Closure") in an
efficient and economical manner. 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. We will continue to seek reimbursement from state
UST remediation funds related to these environmental liabilities where
available. As of March 31, 2005, we have remediation action plans in place for
298 (90%) of the 330 properties for which we retained environmental
responsibility and the remaining 32 properties (10%) remain in the assessment
phase.
As of March 31, 2005, December 31, 2004 and December 31, 2003, we had
accrued $20.4 million, $20.6 million, and $23.6 million, respectively, as
management's best estimate of the fair value of reasonably estimable
environmental remediation costs. As of March 31, 2005, December 31, 2004 and
December 31, 2003, we had also recorded $5.6 million, $5.4 million and $7.5
million, respectively, as management's best estimate for net recoveries from
state UST remediation funds, net of allowance, related to environmental
obligations and liabilities. The net
-16-
environmental liabilities of $15.2 million and $16.1 million as of December 31,
2004 and 2003, respectively, were subsequently accreted for the change in
present value due to the passage of time and, accordingly, $0.2 million of
accretion expense is included in environmental expenses for each of the three
month periods ended March 31, 2005 and 2004. Environmental expenditures were
$0.9 million, and recoveries from underground storage tank funds were $0.3
million for the three month period ended March 31, 2005. During 2005, we
currently estimate that our net environmental remediation spending will be
approximately $5.0 million. Our business plan for 2005 currently projects a net
change in estimated remediation costs and accretion expense of approximately
$3.6 million.
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. For locations where
remediation efforts are not assumed to be completed during the current year, 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 $5.6 million for those sites. Accordingly, the
environmental accrual as of March 31, 2005 was increased by $2.1 million, net of
assumed recoveries and before inflation and present value discount adjustments.
The resulting net environmental accrual as of March 31, 2005 was then further
increased by $1.5 million for the assumed impact of inflation using an inflation
rate of 2.75%. Assuming a credit-adjusted risk-free rate of 7.0%, we then
reduced the net environmental accrual, as previously adjusted, by a $3.1 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
March 31, 2005 would have increased by $0.3 million and $0.1 million,
respectively, for those factors for an aggregate increase in the net
environmental accrual of $0.4 million. However, the aggregate net change in
environmental estimates and accretion expense recorded during the three months
ended March 31, 2005 would not have changed significantly if these changes in
the assumptions were made effective December 31, 2004.
In view of the uncertainties associated with environmental expenditures,
however, we believe it is possible that the fair value of future actual net
expenditures could be substantially higher than these estimates. 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. For the three months ended March 31, 2005 and 2004, the
aggregate of the net change in estimated remediation costs and accretion expense
included in our consolidated statement of operations amounted to $0.3 million
and $1.0 million, respectively, which amounts were net of probable recoveries
from state UST remediation funds. Although future environmental costs may have a
significant impact on results of operations for any single fiscal year or
interim period, we believe that such costs will not have a material adverse
effect on our long-term financial position.
Our discussion of environmental matters should be read in conjunction with
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" which appear in the Company's Annual Report on Form 10-K for the
year ended December 31, 2004 and the accompanying consolidated financial
statements and related notes which appear in this Form 10-Q (including notes 5
and 6).
-17-
Forward Looking Statements
Certain statements in this Quarterly Report 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" and similar expressions, we intend to identify
forward-looking statements. Examples of forward-looking statements include
statements regarding our expectations regarding future payments from Marketing,
the expected effect of regulations on our long-term performance; our expected
ability to maintain compliance with applicable regulations; the adequacy of our
current and anticipated cash flows; our ability to maintain our REIT status; our
ability to obtain additional financing from JPMorgan on the terms described in
this Quarterly Report , or at all; the probable outcome of litigation or
regulatory actions; our expected recoveries from underground storage tank funds;
our exposure to environmental remediation expenses; our expectations as to the
long-term effect of environmental liabilities on our financial condition; our
exposure to interest rate fluctuations; our expectations regarding corporate
level federal income taxes; the indemnification obligations of the Company and
others; assumptions regarding the future applicability of accounting estimates,
assumptions and policies and our intention to pay future dividends; our beliefs
about the reasonableness of our accounting estimates, judgments and assumptions;
and our estimates of the accretive nature of the acquisition completed on March
25, 2005.
These forward-looking statements are based on our current beliefs and
assumptions and information currently available to us and involve known and
unknown risks (including the risks described herein and other risks that we
describe from time to time in our filings with the Securities and Exchange
Commission), 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 factors are more fully detailed in our Annual
Report on form 10-K for the year ended December 31, 2004 and include, but are
not limited to: risks associated with owning and leasing real estate generally;
dependence on Marketing as a tenant and on rentals from companies engaged in the
petroleum marketing and convenience store businesses; competition for properties
and tenants; risk of tenant non-renewal; the effects of taxation and other
regulations; potential litigation exposure; our expectations as to the cost of
completing environmental remediation; the risk of loss of our management team;
the impact of our electing to be taxed as a REIT, including subsequent failure
to qualify as a REIT; risks associated with owning real estate located in the
same region of the United States; risks associated with potential future
acquisitions; losses not covered by insurance; future dependence on external
sources of capital; our potential inability to pay dividends 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 and stock price. An investment in our stock involves various
risks, including those mentioned above and elsewhere in this report and those
that are detailed from time to time in our other filings with the Securities and
Exchange Commission.
You should not place undue reliance on forward-looking statements, which
reflect our view
-18-
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.
-19-
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We do not use derivative financial or commodity instruments for trading,
speculative or any other purpose. We had no outstanding derivative instruments
as of March 31, 2005 or at any time during the three months then ended. We do
not have any foreign operations, and are therefore not exposed to foreign
currency exchange rate risks.
We are exposed to interest rate risks, primarily as a result of our line
of credit with JPMorgan Chase Bank. We manage our exposure to this risk by
minimizing, to the extent feasible, our overall borrowing and monitoring
available financing alternatives. Our interest rate risk has changed due to
increased borrowings under the line of credit, as anticipated in connection with
the acquisition completed on March 25, 2005, as compared to December 31, 2004
but we do not foresee any significant changes in our exposure or in how we
manage this exposure in the near future. We use borrowings under the line of
credit, which expires in June 2005, to finance acquisitions and for general
corporate purposes. Our line of credit bears interest at the prime rate or, at
our option, LIBOR plus 1.25%. At March 31, 2005 we had borrowings outstanding of
$38.5 million under our line of credit, bearing interest at a rate of 4.0% per
annum, and had not entered into any instruments to hedge our resulting exposure
to interest-rate risk.
Management believes that the fair value of the debt equals its carrying
value at March 31, 2005 and December 31, 2004. Our exposure to fluctuations in
interest rates will increase or decrease in the future with increases or
decreases in the amount of borrowings outstanding under our line of credit.
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 are held in an institutional money
market fund and short-term federal agency discount notes.
Item 4. 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 under the Securities 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 Rule 13a-15(b), the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief
-20-
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 quarter covered by this report. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial Officer
have concluded that the Company's disclosure controls and procedures were
effective at a reasonable assurance level as of March 31, 2005.
There have been no changes in the Company's internal controls over
financial reporting during the latest fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
controls over financial reporting.
-21-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In February 2002, the owner of a retail motor fuel property in Wareham,
Massachusetts commenced an action in the Plymouth Superior Court against us and
a former tenant at the property to recover cleanup costs and other incidental
damages. The matter was settled in December 2004 in exchange for payment of
$125,000 that we shared equally with our co-defendant. Our $62,500 share of
settlement was accrued for as of December 31, 2004 and the payments were made by
us and our co-defendant in March 2005.
In April 2003, we received a Request for Reimbursement from the State of
Maine Department of Environmental Protection seeking reimbursement of costs
claimed to have been incurred by them in connection with the remediation of
contamination claimed to have originated at a former retail motor fuel property
supplied by us with gasoline in 1988. We discovered evidence that indicates that
the contamination may not have originated from the property and submitted a
written response to the Request, denying liability for the claim. The matter was
settled in January 2005 in exchange for a payment of $600,000, which was accrued
for as of December 1, 2004 and paid in March 2005.
Item 6. Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
31.1 Certification of Chief Financial Officer pursuant to Section
302 of Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Executive Officer pursuant to Section
302 of Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350 (*)
32.2 Certifications of Chief Financial Officer pursuant to 18
U.S.C. Section 1350 (*)
(*) 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 Securities Exchange Act of 1934, as amended,
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.
-22-
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)
Dated: May 9, 2005 BY: /s/ Thomas J. Stirnweis
-----------------------
(Signature)
THOMAS J. STIRNWEIS
Vice President, Treasurer and
Chief Financial Officer
Dated: May 9, 2005 BY: /s/ Leo Liebowitz
-----------------
(Signature)
LEO LIEBOWITZ
Chairman and Chief Executive
Officer
-23-