Good morning, and welcome to Getty Realty's Third Quarter 2024 Earnings Call. This call is being recorded. After the presentation, there will be an opportunity to ask questions. Prior to the start of the call, Joshua Dicker, Executive Vice President, General Counsel, and Secretary of the company, will read a Safe Harbor Statement and provide information about non-GAAP financial measures. Please go ahead, Mr. Dicker.

Thank you, operator. I would like to thank you all for joining us for Getty Realty's Third Quarter Earnings Conference Call. Yesterday afternoon, the company released its financial and operating results for the quarter ended September 30, 2024. The Form 8-K and earnings release are available in the Investor Relations section of our website at gettyrealty.com. Certain statements made during this call are not based on historical information and may constitute forward-looking statements. These statements reflect management's current expectations and beliefs and are subject to trends, events and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Examples of forward-looking statements include our 2024 guidance and may also include statements made by management regarding the company's future operations, financial performance, or investment plans and opportunities. We caution you that such statements reflect our best judgment based on factors currently known to us and that actual events or results could differ materially. I refer you to the company's annual report on Form 10-K for the year ended December 31, 2023, as well as any subsequent filings with the SEC for a more detailed discussion of the risks and other factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statements made today. You should not place undue reliance on forward-looking statements, which reflect our view only as of today. The company undertakes no duty to update any forward-looking statements that may be made during this call. Also, please refer to our earnings release for a discussion of our use of non-GAAP financial measures including our definition of adjusted funds from operations, or AFFO, and our reconciliation of those measures to net earnings. With that, let me turn the call over to Christopher Constant, our Chief Executive Officer.

Thank you, Josh. Good morning, everyone, and welcome to our earnings call for the third quarter of 2024. Joining us on the call today are Mark Olear, our Chief Operating Officer; and Brian Dickman, our Chief Financial Officer. I will lead off today's call by summarizing our financial results and quarterly business activities, and we will also provide commentary on our growth and diversification strategies within the convenience and automotive retail sectors. Mark will then take you through our investment and asset management activities, and Brian will further discuss our financial results and guidance. We had another very productive quarter and continued to demonstrate our ability to execute across all facets of our business. We grew and diversified our portfolio through accretive acquisitions. Our asset management team advanced a number of redevelopment projects and extended two significant unitary leases. We further solidified our balance sheet and liquidity position through thoughtful capital markets activity. We also raised our full-year 2024 earnings guidance, and our Board approved another annual dividend increase, marking our 11th consecutive year of raising the dividend. Overall, it was a strong performance from all components of the platform, and I'm excited about how the team is working together to execute our strategy. We remain focused on growing, diversifying, and actively managing our portfolio of convenience and automotive retail assets. I believe this quarter was a great representation of our capabilities. Our results were headlined by a 13.1% increase in our annualized base rent over the prior year and reported AFFO per share growth of 3.5% for the quarter and 3.6% year-to-date. Year-to-date, the company has invested approximately $148 million at an 8% initial cash yield. Our investment activity continues to reflect the benefits of our differentiated platform, including our deep network of industry relationships and underwriting expertise within the convenience and automotive retail sectors. Consistent with prior years, more than 90% of our investments in 2024 have been direct with tenants versus acquiring existing leases. We think the direct sale-leaseback model has several benefits, not the least of which is our ability to cultivate tenant relationships and underwrite site-level performance, and we expect to maintain this level of direct transaction activity going forward. We've invested in all four of our primary convenience and automotive retail property types this year, including convenience stores, express tunnel car washes, auto service centers, and drive-thru QSRs. We've added five new tenants to the portfolio while expanding our relationships with nine existing tenants. Our deal team's efforts have also resulted in a growing investment pipeline. We currently have more than $70 million of assets under contract at a blended cap rate approaching the mid-8% area, and we continue to see a steady flow of opportunities to underwrite and evaluate for potential investment. Our in-place portfolio remains a source of strength for the company. In addition to excellent performance in terms of occupancy, rent collections, and rent coverage, we continue to identify additional redevelopment opportunities embedded in the portfolio and are seeing large unitary leased tenants extend their lease terms and further commit to the sites they operate. Regarding redevelopment, we had our first rent commencement of the year in the third quarter as we completed a new Chipotle restaurant in the Providence, Rhode Island MSA. Interest from automotive service tenants is driving future redevelopment opportunities, including three new signed leases with a large Take 5 Oil franchisee this quarter. We anticipate additional demand from this type of use as it fits well with our geographic footprint and the physical characteristics of many of our legacy locations. During the quarter, we also extended two material unitary leases, representing 11% of our ABR and year-to-date have extended four unitary leases representing over 13% of our ABR. This contributed meaningfully to an increase in our weighted average lease term to over 10 years. All of this portfolio activity was complemented by a strong quarter of capital raising as we raised more than $245 million of common equity and unsecured debt. In July, we took advantage of our growing investment pipeline and improving investor sentiment to raise $121 million of common equity through an overnight offering. Recently, we agreed to issue $125 million of new senior unsecured notes in a private placement transaction. Combined, this capital will fund our investment pipeline, refinance our only near-term notes maturity, and provide additional growth capital going into 2025. Again, I think this was a very productive quarter for Getty, and I'm excited about our platform and how we're executing. Despite lingering uncertainty regarding the economy and the upcoming election, and material bid-ask spreads that persist for net lease properties in our sectors, we remain well-positioned to create value for our shareholders. Our in-place assets continue to generate reliable and growing rental income. Our balance sheet is in great shape with moderate leverage and significant liquidity, and our investment activity is driving additional earnings growth while scaling and diversifying the portfolio. Based on our recent performance and earnings growth expectations, our Board approved an increase of 4.4% in our recurring quarterly dividend to $0.47 per share. This represents the 11th consecutive year we have grown the dividend alongside our earnings. Our Board believes this annual increase is appropriate as it maintains a stable payout ratio and continues to increase Getty's retained cash flow to have more investable capital to meet our growth objectives. Before I turn the call over to Mark, I'll close by noting that we've noticed an uptick in the REIT market's enthusiasm for the convenience and automotive retail sectors that we have been investing in for many years. As we've discussed in the past, these are essential-use assets with strong real estate characteristics and an emphasis on speed, convenience, and service that resonates with today's consumer, particularly the mobile consumer. These attributes are all elements of our investment thesis, and we believe our focused efforts and industry expertise are key differentiating factors for Getty. We look forward to continuing to engage with the investment community on the merits of our strategy as we further grow and diversify our convenience and automotive retail portfolio. With that, I will let Mark discuss our portfolio and investment activities.

Thank you, Chris. As of the end of the quarter, our lease portfolio included 1,104 net lease properties and one active redevelopment site. Excluding the active redevelopment, occupancy was 99.7%, and our weighted average lease term was 10.1 years. Our portfolio spans 42 states plus Washington, D.C., with 59% of our annualized base rent coming from the top 50 MSAs and 75% coming from the top 100 MSAs. Our rents are well covered with a trailing 12-month rent coverage ratio of 2.6x, which has been consistent over the last four to five years, demonstrating the resiliency of our tenants' businesses despite the macroeconomic volatility we've experienced over that time frame. Turning to our investment activities, Getty invested $30.2 million across 16 properties at an initial cash yield of 8% during the third quarter. The weighted average lease term on acquired assets was 18.4 years. Highlights of this quarter's investments include the acquisition of 10 express tunnel car washes located in various markets across the U.S. for $44.9 million, of which $18.4 million was funded in previous quarters; one new-to-industry convenience store located in Austin, Texas for $7 million, of which $4.9 million was previously funded; and one newly constructed auto service center located in the Washington, D.C. MSA for $1.7 million, of which $1.5 million was previously funded. We also advanced incremental development funding in the amount of $1.4 million for the construction of four new-to-industry express tunnel car washes and auto service centers. These assets are either already owned by the company or are under construction or will be acquired via sale-leaseback transactions at the end of the project's respective construction periods. After the quarter ended, we invested an additional $15.1 million to acquire three convenience stores in the Houston MSA and one auto service center in North Carolina. Overall, we remain very active underwriting potential investments in our core convenience and automotive retail sectors and expect to find opportunities to transact while maintaining the discipline we've shown over the last couple of years as the transaction market resets to reflect rising capital costs. Material bid-ask spreads between buyers and sellers persist and sellers now point to the Fed's recent cut and commentary to justify substantial reductions in asking cap rates. Our belief is that pricing will be slower to adjust as there's still a fair amount of uncertainty with respect to the rate environment, and cap rates never expand to capture the full increase in capital costs borne by institutional investors. However, our investment activity over the last several years demonstrates that Getty can source opportunities in our target sectors at cap rates that reflect our view of current market pricing and allow us to deploy capital accretively. As we leverage our relationship-based strategy and prioritize direct business with new and repeat tenants, we remain confident that we'll be able to maintain this accretive capital deployment as we move through the remainder of the year into 2025. Moving to our redevelopment platform, we completed one project during the quarter for a new Chipotle Mexican Grill in the Providence, Rhode Island Metro area. Our total investment in the project was just over $2 million, and the property is now subject to a long-term triple net lease with Chipotle. In addition, we signed leases for three new redevelopment projects during the quarter and now have five signed leases for redevelopment, all for future auto service centers. Continuing with our asset management efforts, I would like to share additional details about two unitary lease extensions we executed this quarter, which represent more than 11% of our total ABR. CPD Energy, our fifth largest tenant, exercised a renewal option on its unitary lease covering 49 properties in the New York and Poughkeepsie MSAs. The lease now has more than 11 years of term running through January 2036 and has two additional renewal options. We also negotiated an amendment to one of our unitary leases with Global Partners, our second largest tenant. We extended the current term of the lease by seven years to August 2034, increased the aggregate ABR due under the lease by $300,000, and reduced the number of properties under the lease from 93 to 70. As part of this transaction, we sold the 23 properties removed from the unitary lease to Global for $4.4 million and redeployed these proceeds into new income-producing assets. We think this is a great outcome for Getty, which also resulted in 12 legacy gas repair sites being removed from the portfolio and ABR from legacy gas repair sites reduced by $825,000. As a result of these lease extensions and others that were extended earlier in the year, plus our 2024 acquisition activity, Getty's portfolio weighted average lease term increased to 10.1 years at quarter end as compared to 8.9 years at the end of 2023.

Thanks, Mark. Good morning, everyone. Yesterday, we reported AFFO per share of $0.59 for Q3 2024, representing an increase of 3.5% over Q3 2023. For the nine months ended September 30, AFFO per share was $1.74, up 3.6% as compared to the prior year period. A more detailed description of our quarterly and year-to-date results can be found in last night's earnings release, and our corporate presentation contains additional information regarding our earnings and dividend per share growth over the last several years. A couple of other P&L-related items that we focus on are annualized base rent, or ABR, and our G&A expenses. ABR as of September 30, 2024, was $190 million, an increase of 13.1% over the $168 million we reported as of September 30, 2023. While AFFO per share growth remains our primary objective, top-line rental growth is a significant part of that and something we've been able to accelerate as we've enhanced our acquisitions platform. With respect to G&A, we typically look at two ratios: total G&A as a percentage of total revenue and G&A excluding stock-based compensation and nonrecurring retirement and severance costs, which is the G&A that flows through AFFO and which we look at as a percentage of cash rental income and interest income. For the nine months ended September 30, 2024, total G&A as a percentage of total revenue was 12.5%, a decrease of 50 basis points from the prior year period, and AFFO G&A as a percentage of cash rental and interest income was 9.8%, a decrease of 60 basis points from the prior year period. We continue to expect G&A dollar amount increases to moderate and G&A ratios to decrease as we scale the company. Moving to some thoughts on the balance sheet and liquidity, as of September 30, 2024, net debt to EBITDA was 5x or 4.2x, taking into account unsettled forward equity. We continue to target leverage of 4.5x to 5.5x net debt to EBITDA and are well-positioned to maintain those levels. Fixed charge coverage was a healthy 3.8x as of September 30. As Chris alluded to in his remarks, we had a busy quarter in the capital markets. In July, we took advantage of our growing investment pipeline and improving equity market conditions to complete a four million share overnight offering and raised more than $121 million on a forward basis. Towards the end of the quarter, we agreed to issue $125 million of new unsecured notes to certain investors in a private placement transaction. Proceeds will be used to repay our only near-term notes maturity, which is $50 million due in February 2025, as well as to fund investment activity. We anticipate this transaction will close during the fourth quarter of this year and fund in the first quarter of 2025. The new notes will include a $50 million tranche priced at 5.5% and due in September 2029, and a $75 million tranche priced at 5.7% and due in February 2032. In addition to addressing our upcoming notes maturity and funding investment activity, this transaction also allows us to be more efficient with our debt maturity schedule as both tranches will mature at the same time as other existing notes in 2029 and 2032. Our revolving credit facility and term loan also mature in 2025, both in October, although both have extension options that can push the maturities to October 2026. We'll work with our bank partners to evaluate options with respect to both of those facilities. And as of today, we don't anticipate any issues recasting the revolver or addressing the term loan upon maturity, whether that's in 2025 or 2026. Our liquidity position at the end of the third quarter was as strong as it's been since I've been at Getty with more than $495 million of available capital, including $132.5 million of unsettled forward equity, $75 million of net new debt financing, and $287.5 million of capacity on our unsecured revolving credit facility. We have more than sufficient capital to fund the $65 million of investments we have under contract and to fund additional investment activity beyond that. In general, as we think about capital, we're committed to maintaining our investment-grade credit profile, including leverage within our target range and ample liquidity, and we'll evaluate all capital sources to ensure that we meet those objectives while funding investment activity in an accretive manner. Finally, with respect to our earnings guidance, as a result of our year-to-date investment in capital markets activities, we are raising our 2024 AFFO guidance to a range of $2.32 to $2.33 per share from a previous range of $2.30 to $2.32 per share. As a reminder, our guidance includes only transaction and capital markets activity that has occurred to date and does not assume any acquisitions, dispositions, or capital markets activities for the remainder of 2024, including the closing of transactions under contract or the settlement of outstanding forward equity. Primary factors impacting our outlook include variability with respect to certain operating expenses, deal pursuit costs, and the timing of anticipated demolition costs for redevelopment projects, which run through property costs on our P&L. With that, I will ask the operator to open the call for questions.

The first question is from Joshua Dennerlein with Bank of America. Please go ahead.

Hi, good morning, this is Farrell Granath on behalf of Josh. I first just wanted to ask about the transaction market. I know last quarter, you were commenting that it was still very tight and there was a large inventory of assets for sale. Would you still characterize the current market like that? Or have you been seeing a shift currently?

I'll start and then the guys can fill in some details. My sense is that with some of the news that's come out, there's certainly a sense from the sellers that cap rates should be declining. Our view all along has been that cap rates should be more aligned with longer-term rates. We really haven't seen too much of a shift there. From a pricing standpoint, I think we are aware that the market will move, although we haven't really seen a lot of movement in our pipeline at this point. You can see we've got year-to-date activity in the eight-level. Our pipeline is kind of in that mid-8 level. But looking out, I think certainly, the market will start to move as we get into '25. But again, I think we used the word 'disconnect' in our script. I do think there's still a disconnect between buyers and sellers. And obviously, we think we're going to be able to continue to transact as we have in the past, right, with direct transactions and sale-leasebacks. But certainly, there's a lot of noise in the market around the direction of rates and what that does to cap rates, and time will tell how fast those ultimately move.

I also wanted to ask about your comment regarding the increased interest in your focus areas of convenience and auto services. Are you observing more competition for these assets? Is this affecting the deals you are pursuing or closing?

Yes. I think the comment was really that we've been in and around these sectors for a very long time. What we have going for us is that these are very large, fragmented sectors where there's been not only a lot of new store growth but also consolidation. We really like to position ourselves as experts in these sectors. We have seen more interest from investors and from other public companies that are looking at our sectors. It makes sense; these are healthy sectors. We've seen growth and consolidation, which creates transaction opportunities. I will come back to just the way Getty invests with direct relationships with our tenants and sale-leaseback transactions. While there may be more competition or new interest in the sector from other competitors, we feel pretty good about how we've been able to transact and what the pipeline looks like and the opportunities we're underwriting to continue to add to the portfolio.

The next question comes from Mitch Germain with Citizens. Please go ahead. Good morning.

Can you provide a little bit more color around the sale of the properties to Global? I mean, were those assets older? Did they need some CapEx? Anything specific that stands out versus the ones that remained in your portfolio?

Yes. The Global transaction involved many properties, around 93 properties were in that lease. You need to look at the sale component a little differently. There were issues around term, rents, and which properties we wanted to remain in our portfolio. A lot of negotiation took place between Getty and Global Partners. Certain assets were legacy sites that may not have had a C-store and were tougher from a long-term perspective. Global believed they would perform better if they owned those properties. A lot of moving pieces were involved in that decision, but I think it was a good outcome for both parties. We maintained our rent at those sites.

And Mitch, I would just add real quick to highlight the benefits of the unitary leases that we utilize. Our tenants have the option upon renewal to renew all or none of the lease, which is sort of the starting point. As Chris just mentioned, Global had some thoughts about how they may want to refine that portfolio. That gave us an opportunity to engage with them and extract some value around terms and proceeds. I just want to highlight the benefits of those unitary leases and the position it can put Getty in when tenants are looking to renew.

That's helpful. I believe you get probably about 3/4 or so of your leases with site-level performance. Anything alarming, probably more on your auto tenants regarding a consumer pullback. Is there anything that stands out? Or is it just kind of operations as normal there?

Across the portfolio, at the highest level, our coverage has been around that 2.6 level for the better part of four or five years now. If you break apart the detail, certain sectors, especially some of our newer car wash assets are ramping performance, and those are actually showing coverage ratios that are starting to skew positive. Within the convenience store sector, it's definitely cyclical; Q1 tends to be the slowest quarter for weather in certain parts of our portfolio. We did see an uptick there, but we've seen that over the last several years as people come out of the winter months and move into that spring/summer driving season. Really, nothing out of the ordinary from a coverage standpoint this quarter.

Great. And last one for me. Pipeline sort of consistent for the year, give or take, up obviously, quarter-over-quarter. Some of the capital raising that you've done seems to portray a bit of confidence that you guys will, despite the volatility in the market, be able to source some of these deals coming into 2025. What gives you confidence that those transactions will meet your underwriting criteria?

If you go back several years to when we expanded the strategy beyond just convenience stores, if you look quarter-to-quarter, we've had very steady investment volumes. Some quarters spike due to the nature of sale leasebacks as opposed to just buying someone else's leases. Given that we've been able to execute for the past several years—quarter after quarter—when we see capital that can be raised at prices we think work for our business, we're certainly going to take that risk off the table and give our deal team some resources to grow the business.

The next question is from Upal Rana with KeyBanc Capital Markets. Please go ahead.

Greg, good morning. Thanks for taking my question. You mentioned the bid-ask spread continues to widen. Has this improved from earlier this year? Do you think it could improve into 2025? I know you already touched on this a little bit earlier, but I want to get some additional color there.

Yes. This is Mark. There's a lot of macroeconomic factors that the sell-side continues to point to, and those have changed as we progressed through the year. The bid-ask spread is still there, but that's not a new environment for Getty to try and transact and source deals in. If you look at our pipeline, the closings versus the growth, the ability to source deals that meet our underwriting criteria—both for market tenant and operational quality—support our investment thesis on our spread efforts. The bid-ask spread is still being there, but we feel confident we can identify opportunities to transact.

Okay. Great. And then this quarter did see some slight deceleration in cap rates. Based on your prepared remarks, do you expect to see cap rates move down again in Q4 based on what you've already closed subsequent to quarter close?

Yes. If you look at our pipeline, we're calling it the mid-8 area, which is actually north of where our year-to-date activity is. Looking out to the closings of those transactions, which should happen over the next three to six months, you may actually see an increase in that cap rate. However, we are aware that as the transaction market evolves going into '25, cap rates may eventually come back down a little bit.

The next question is from Wes Golladay with Baird. Please go ahead.

Hey, good morning, everyone. I'm just curious if you're looking at any portfolios at the moment or just mainly sale-leaseback.

Well, when we talk sale-leaseback, we're talking about portfolios of assets. Getty will certainly buy individual sites via sale-leaseback. We do have about 10% of our business over the last couple of years, which actually involves buying leases, but that's not necessarily our core product. Typically, what we like to do with our tenants is buy a portfolio of properties that we can put into a unitary master lease for all the reasons that Brian articulated earlier in the call. These unite to provide structural advantages for us.

Okay. Arco has been in the news about potentially looking to exit their C-stores. Would you prefer an existing tenant to be the buyer, or would you like to have a new relationship and some diversification?

We've seen the same headlines, and we feel pretty good about our portfolios of properties that we have leased to Arco. However, it's a growing and consolidating industry so we have had tenants acquired by others over time, which has led to some consolidation in our tenant roster. At this point, I don't want to get too far down the line on that because it's only headlines in the news, but it would depend on who the counterparty is and how we feel about their view of our properties and how strong that company is.

As there are no further questions, I would now like to hand the conference over to Chris Constant for closing remarks.

Great. Thank you, operator. I just want to thank everyone for joining us this morning on our third quarter call. We're excited to get back on the phone to everybody in February when we release our Q4 and full-year results for the year 2024. So thank you very much.

Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.