Getty Realty Corp 8-K, filed Apr 25, 2024
Getty Realty Corp (GTY)
About this 8-K
Getty Realty Corp filed this 8-K on April 25, 2024.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 25, 2024, Getty Realty Corp. issued a press release announcing its results of operations for the quarter ended March 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 2.02 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number |
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Description |
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99.1 |
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Press release issued by Getty Realty Corp. on April 25, 2024. |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
The information contained in Item 2.02 and Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GETTY REALTY CORP. |
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Date: April 25, 2024 |
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By: |
/s/ Brian R. Dickman |
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Brian R. Dickman |
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Executive Vice President |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
GETTY REALTY CORP. ANNOUNCES FIRST QUARTER 2024 RESULTS
- Reaffirms 2024 Full Year Earnings Outlook -
NEW YORK, NY, April 25, 2024 — Getty Realty Corp. (NYSE: GTY) (“Getty” or the “Company”) announced today its financial and operating results for the quarter ended March 31, 2024.
First Quarter 2024 Highlights
“We are pleased with the Company’s performance for the first quarter. Our healthy in-place portfolio delivered another quarter of consistent results, and we continued to execute on our strategic objectives to grow and diversify our portfolio through accretive acquisitions," stated Christopher J. Constant, Getty’s President & Chief Executive Officer. “Our distinctive platform, which emphasizes deep relationships and market expertise, has supported our ability to execute both sale leaseback and development funding transactions in a turbulent market for retail net lease properties. In the near term, we will remain patient, yet opportunistic, as we look to deploy capital while adhering to our strict underwriting criteria. With a conservatively leveraged balance sheet and strong liquidity position, we are optimistic that we will be able to add high quality convenience and automotive rental properties to our portfolio as we progress through the balance of the year.”
Net Earnings, FFO and AFFO
All per share amounts are presented on a fully diluted per common share basis, unless stated otherwise. FFO and AFFO are “Non-GAAP Financial Measures” which are defined and reconciled to net earnings at the end of this release.
($ in thousands, except per share amounts) |
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For the Three Months |
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2024 |
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2023 |
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Net earnings |
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$ |
16,723 |
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$ |
14,082 |
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Net earnings per share |
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0.30 |
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0.28 |
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FFO |
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$ |
29,611 |
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$ |
24,445 |
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FFO per share |
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0.53 |
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0.50 |
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AFFO |
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$ |
31,403 |
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$ |
27,172 |
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AFFO per share |
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0.57 |
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0.56 |
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1
Select Financial Results
Revenues from Rental Properties
($ in thousands) |
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For the Three Months |
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2024 |
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2023 |
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Rental income (a) |
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$ |
44,375 |
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$ |
38,788 |
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Tenant reimbursement income |
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2,840 |
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3,579 |
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Revenues from rental properties |
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$ |
47,215 |
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$ |
42,367 |
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For the quarter ended March 31, 2024, base rental income increased 13.1% to $43.9 million, as compared to $38.8 million for the same period in 2023.
The growth in base rental income was driven by incremental revenue from recently acquired properties, contractual rent increases for in-place leases, and rent commencements from completed redevelopments, partially offset by property dispositions.
Interest (Income) on Notes and Mortgages Receivable
($ in thousands) |
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For the Three Months |
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2024 |
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2023 |
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Interest on notes and mortgages receivable |
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$ |
1,755 |
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$ |
653 |
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The growth in interest earned on notes and mortgages receivable was driven by an increase in development funding advances and development funding rates.
Property Costs
($ in thousands) |
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For the Three Months |
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2024 |
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2023 |
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Property operating expenses |
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$ |
3,639 |
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$ |
4,523 |
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Leasing and redevelopment expenses |
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64 |
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177 |
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Property costs |
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$ |
3,703 |
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$ |
4,700 |
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The change in property operating expenses was primarily due to lower real estate taxes and rent expense. The change in leasing and redevelopment expenses was primarily due to a reduction in demolition costs for redevelopment projects.
Other Expenses
($ in thousands) |
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For the Three Months |
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2024 |
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2023 |
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Environmental expenses |
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$ |
(17 |
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$ |
321 |
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General and administrative expenses |
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6,656 |
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6,285 |
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Impairments |
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1,280 |
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522 |
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The change in environmental expenses was primarily due to lower legal and professional fees and reduced accretion expense. Environmental expenses vary from period to period and, accordingly, undue reliance should not be placed on the magnitude or the direction of changes in reported environmental expenses for any one period, or a comparison to prior periods.
2
The increase in general and administrative expenses was primarily due to increases in employee-related expenses, professional and legal fees, and information technology expenses, partially offset by a decrease in non-recurring retirement and severance costs.
Impairment charges in both periods were driven by the accumulation of asset retirement costs at certain properties as a result of changes in estimated environmental liabilities, which increased the carrying values of these properties in excess of their fair values. Impairment charges for the quarter ended March 31, 2024 also included reductions in the carrying value of certain properties based on third-party indications of potential selling prices.
Portfolio Activities
Acquisitions and Development Funding
During the quarter ended March 31, 2024, the Company invested $41.0 million, including:
Subsequent to quarter end, the Company invested approximately $7.2 million for the development and/or acquisition of one convenience store and two express tunnel car washes.
Investment Pipeline
As of April 25, 2024, the Company had a committed investment pipeline of more than $44.0 million for the development and/or acquisition of 23 express tunnel car washes, auto service centers, convenience stores, and drive-thru quick service restaurants. The Company expects to fund the majority of this investment activity, which includes multiple transactions with seven different tenants, over the next six months. While the Company has fully executed agreements for each transaction, the timing and amount of each investment is ultimately dependent on its counterparties and the schedules under which they are able to complete development projects and certain business acquisitions for which the Company is providing sale leaseback financing.
Redevelopments
As of March 31, 2024, the Company had signed leases for three redevelopment projects, including two sites under construction and one site pending recapture from our net lease portfolio, and other potential projects in various stages of feasibility planning.
Dispositions
During the quarter ended March 31, 2024, the Company sold one property for gross proceeds of $1.2 million and recorded a net gain of $1.0 million on the disposition.
3
Balance Sheet and Capital Markets
As of March 31, 2024, the Company had $800 million of total outstanding indebtedness consisting of (i) $675.0 million of senior unsecured notes with a weighted average interest rate of 3.9% and a weighted average maturity of 6.2 years, (ii) a $75.0 million unsecured term loan with an interest rate of 6.1% and an initial maturity in October 2025, and (iii) $50.0 million outstanding on the Company’s $300 million unsecured revolving credit facility.
Available cash and equivalents were $10.7 million.
Equity Capital Markets
As of March 31, 2024, the Company had approximately 1.0 million shares subject to outstanding forward equity agreements under its ATM equity offering program, which upon settlement are anticipated to raise gross proceeds of approximately $32.2 million.
Debt Capital Markets
Subsequent to quarter end, the Company drew the remaining $75.0 million of available borrowings pursuant to the delayed draw component of its previously announced unsecured term loan (the "Term Loan"). Proceeds were used to repay amounts outstanding under the Company’s revolving credit facility with the balance available to fund future investment activity.
Including these additional proceeds, the Term Loan has a total outstanding balance of $150.0 million. The Term Loan matures October 17, 2025, subject to one twelve-month extension exercisable at the Company's option, and has an effective interest rate of 6.13% based on the Company's consolidated total indebtedness to total asset value ratio as of March 31, 2024.
2024 Guidance
The Company reaffirms its most recent 2024 AFFO guidance of $2.29 to $2.31 per diluted share. The Company’s outlook includes completed transaction activity as of the date of this release, but does not include assumptions for any prospective acquisitions, dispositions, or capital markets activities (including the settlement of outstanding forward sale agreements). Completed transactions to date include drawing the remaining $75.0 million available under the Term Loan subsequent to quarter end, but not the full redeployment of those proceeds.
The guidance is based on current assumptions and is subject to risks and uncertainties more fully described in this press release and the Company’s periodic reports filed with the SEC.
Webcast Information
Getty Realty Corp. will host a conference call and webcast on Friday, April 26, 2024 at 8:30 a.m. EST. To participate in the call, please dial 1-877-423-9813, or 1-201-689-8573 for international participants, ten minutes before the scheduled start. Participants may also access the call via live webcast by visiting the investors section of the Company's website at ir.gettyrealty.com.
If you cannot participate in the live event, a replay will be available on Friday, April 26, 2024 beginning at 11:30 a.m. EDT through 11:59 p.m. EDT, Friday, May 3, 2024. To access the replay, please dial 1-844-512-2921, or 1-412-317-6671 for international participants, and reference pass code 13745417.
4
About Getty Realty Corp.
Getty Realty Corp. is a publicly traded, net lease REIT specializing in the acquisition, financing and development of convenience, automotive and other single tenant retail real estate. As of March 31, 2024, the Company’s portfolio included 1,108 freestanding properties located in 42 states across the United States and Washington, D.C.
Non-GAAP Financial Measures
In addition to measurements defined by accounting principles generally accepted in the United States of America (“GAAP”), the Company also focuses on Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”) to measure its performance.
FFO and AFFO are generally considered by analysts and investors to be appropriate supplemental non-GAAP measures of the performance of REITs. FFO and AFFO are not in accordance with, or a substitute for, measures prepared in accordance with GAAP. In addition, FFO and AFFO are not based on any comprehensive set of accounting rules or principles. Neither FFO nor AFFO represent cash generated from operating activities calculated in accordance with GAAP and therefore these measures should not be considered an alternative for GAAP net earnings or as a measure of liquidity. These measures should only be used to evaluate the Company’s performance in conjunction with corresponding GAAP measures.
FFO is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as GAAP net earnings before (i) depreciation and amortization of real estate assets, (ii) gains or losses on dispositions of real estate assets, (iii) impairment charges, and (iv) the cumulative effect of accounting changes.
The Company defines AFFO as FFO excluding (i) certain revenue recognition adjustments (defined below), (ii) certain environmental adjustments (defined below), (iii) stock-based compensation, (iv) amortization of debt issuance costs and (v) other non-cash and/or unusual items that are not reflective of the Company’s core operating performance.
Other REITs may use definitions of FFO and/or AFFO that are different than the Company’s and, accordingly, may not be comparable.
The Company believes that FFO and AFFO are helpful to analysts and investors in measuring the Company’s performance because both FFO and AFFO exclude various items included in GAAP net earnings that do not relate to, or are not indicative of, the core operating performance of the Company’s portfolio. Specifically, FFO excludes items such as depreciation and amortization of real estate assets, gains or losses on dispositions of real estate assets, and impairment charges. With respect to AFFO, the Company further excludes the impact of (i) deferred rental revenue (straight-line rent), the net amortization of above-market and below-market leases, adjustments recorded for the recognition of rental income from direct financing leases, and the amortization of deferred lease incentives (collectively, “Revenue Recognition Adjustments”), (ii) environmental accretion expenses, environmental litigation accruals, insurance reimbursements, legal settlements and judgments, and changes in environmental remediation estimates (collectively, “Environmental Adjustments”), (iii) stock-based compensation expense, (iv) amortization of debt issuance costs and (v) other items, which may include allowances for credit losses on notes and mortgages receivable and direct financing leases, losses on extinguishment of debt, retirement and severance costs, and other items that do not impact the Company’s recurring cash flow and which are not indicative of its core operating performance.
5
The Company pays particular attention to AFFO which it believes provides the most useful depiction of the core operating performance of its portfolio. By providing AFFO, the Company believes it is presenting information that assists analysts and investors in their assessment of the Company’s core operating performance, as well as the sustainability of its core operating performance with the sustainability of the core operating performance of other real estate companies. For a tabular reconciliation of FFO and AFFO to GAAP net earnings, see the table captioned “Reconciliation of Net Earnings to Funds From Operations and Adjusted Funds From Operations” included herein.
Forward-Looking Statements
Certain statements contained herein may constitute “forward-looking statements” within the meaning of the private securities litigation reform act of 1995. When the words “believes,” “expects,” “plans,” “projects,” “estimates,” “anticipates,” “predicts,” “outlook” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Examples of forward-looking statements include, but are not limited to, those regarding the company’s 2024 AFFO per share guidance, those made by Mr. Constant, statements regarding the recapture and transfer of certain net lease retail properties, statements regarding the ability to obtain appropriate permits and approvals, and statements regarding AFFO as a measure best representing core operating performance and its utility in comparing the sustainability of the company’s core operating performance with the sustainability of the core operating performance of other REITs.
Information concerning factors that could cause the company’s actual results to differ materially from these forward-looking statements can be found elsewhere from this press release, including, without limitation, those statements in the company’s periodic reports filed with the securities and exchange commission. The company undertakes no obligation to publicly release revisions to these forward-looking statements to reflect future events or circumstances or reflect the occurrence of unanticipated events.
-more-
6
GETTY REALTY CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except per share amounts)
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March 31, |
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December 31, |
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ASSETS |
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Real estate: |
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Land |
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$ |
886,992 |
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$ |
867,884 |
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Buildings and improvements |
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901,565 |
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847,339 |
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Investment in direct financing leases, net |
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58,358 |
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59,964 |
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Construction in progress |
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856 |
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426 |
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Real estate held for use |
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1,847,771 |
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1,775,613 |
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Less accumulated depreciation and amortization |
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(275,613 |
) |
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(265,593 |
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Real estate held for use, net |
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1,572,158 |
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1,510,020 |
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Lease intangible assets, net |
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109,457 |
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100,315 |
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Real estate held for sale, net |
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2,383 |
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2,429 |
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Real estate, net |
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1,683,998 |
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1,612,764 |
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Notes and mortgages receivable |
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66,639 |
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112,008 |
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Cash and cash equivalents |
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10,666 |
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3,307 |
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Restricted cash |
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2,265 |
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1,979 |
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Deferred rent receivable |
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55,970 |
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54,424 |
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Accounts receivable |
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2,764 |
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5,012 |
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Right-of-use assets - operating |
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14,000 |
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14,571 |
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Right-of-use assets - finance |
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149 |
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174 |
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Prepaid expenses and other assets, net |
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13,101 |
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18,066 |
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Total assets |
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$ |
1,849,552 |
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$ |
1,822,305 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Liabilities: |
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Borrowings under Revolving Credit Facility |
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$ |
50,000 |
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$ |
10,000 |
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Senior Unsecured Notes, net |
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673,469 |
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673,406 |
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Term Loan, net |
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73,007 |
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72,692 |
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Environmental remediation obligations |
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21,663 |
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22,369 |
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Dividends payable |
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24,952 |
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24,850 |
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Lease liability - operating |
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15,424 |
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16,051 |
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Lease liability - finance |
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536 |
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595 |
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Accounts payable and accrued liabilities, net |
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40,349 |
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46,790 |
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Total liabilities |
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899,400 |
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866,753 |
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Commitments and contingencies |
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— |
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— |
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Stockholders’ equity: |
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Preferred stock, $0.01 par value; 20,000,000 shares authorized; unissued |
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— |
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— |
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Common stock, $0.01 par value; 100,000,000 shares authorized; 53,966,586 and |
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540 |
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540 |
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Accumulated other comprehensive income (loss) |
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(1,573 |
) |
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(4,021 |
) |
Additional paid-in capital |
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1,053,510 |
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1,053,129 |
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Dividends paid in excess of earnings |
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(102,325 |
) |
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(94,096 |
) |
Total stockholders’ equity |
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950,152 |
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955,552 |
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Total liabilities and stockholders’ equity |
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$ |
1,849,552 |
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$ |
1,822,305 |
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7
GETTY REALTY CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
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For the Three Months |
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2024 |
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2023 |
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Revenues: |
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Revenues from rental properties |
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$ |
47,215 |
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$ |
42,367 |
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Interest on notes and mortgages receivable |
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1,755 |
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|
|
653 |
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Total revenues |
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48,970 |
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43,020 |
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Operating expenses: |
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Property costs |
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3,703 |
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|
4,700 |
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Impairments |
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1,280 |
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|
|
522 |
|
Environmental |
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|
(17 |
) |
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|
321 |
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General and administrative |
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6,656 |
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|
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6,285 |
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Depreciation and amortization |
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12,652 |
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10,428 |
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Total operating expenses |
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24,274 |
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22,256 |
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|
|
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|
|
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Gain on dispositions of real estate |
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1,044 |
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587 |
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Operating income |
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25,740 |
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21,351 |
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Other income, net |
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118 |
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|
288 |
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Interest expense |
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(9,135 |
) |
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(7,514 |
) |
Loss on extinguishment of debt |
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|
— |
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|
|
(43 |
) |
Net earnings |
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$ |
16,723 |
|
|
$ |
14,082 |
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|
|
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Basic earnings per common share: |
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|
|
|
|
|
||
Net earnings |
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$ |
0.30 |
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$ |
0.29 |
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Diluted earnings per common share: |
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|
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Net earnings |
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$ |
0.30 |
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|
$ |
0.28 |
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Weighted average common shares outstanding: |
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Basic |
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53,961 |
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|
46,989 |
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Diluted |
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|
53,969 |
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47,571 |
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|
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|
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||
Other comprehensive income: |
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Unrealized gain on cash flow hedges |
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2,548 |
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|
|
— |
|
Cash flow hedge income reclassified to interest expense |
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|
(100 |
) |
|
|
— |
|
Total other comprehensive income |
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2,448 |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Comprehensive income |
|
$ |
19,171 |
|
|
$ |
14,082 |
|
8
GETTY REALTY CORP.
RECONCILIATION OF NET EARNINGS TO
FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
|
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For the Three Months |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net earnings |
|
$ |
16,723 |
|
|
$ |
14,082 |
|
Depreciation and amortization of real estate assets |
|
|
12,652 |
|
|
|
10,428 |
|
Gain on dispositions of real estate |
|
|
(1,044 |
) |
|
|
(587 |
) |
Impairments |
|
|
1,280 |
|
|
|
522 |
|
Funds from operations (FFO) |
|
|
29,611 |
|
|
|
24,445 |
|
Revenue recognition adjustments |
|
|
|
|
|
|
||
Deferred rental revenue (straight-line rent) |
|
|
(1,546 |
) |
|
|
(1,194 |
) |
Amortization of above and below market leases, net |
|
|
(126 |
) |
|
|
(249 |
) |
Amortization of investments in direct financing leases |
|
|
1,606 |
|
|
|
1,426 |
|
Amortization of lease incentives |
|
|
(253 |
) |
|
|
274 |
|
Total revenue recognition adjustments |
|
|
(319 |
) |
|
|
257 |
|
Environmental Adjustments |
|
|
|
|
|
|
||
Accretion expense |
|
|
124 |
|
|
|
158 |
|
Changes in environmental estimates |
|
|
(295 |
) |
|
|
(57 |
) |
Insurance reimbursements |
|
|
(65 |
) |
|
|
(52 |
) |
Legal settlements and judgments |
|
|
(41 |
) |
|
|
— |
|
Total environmental adjustments |
|
|
(277 |
) |
|
|
49 |
|
Other Adjustments |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
1,369 |
|
|
|
1,275 |
|
Amortization of debt issuance costs |
|
|
563 |
|
|
|
255 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
43 |
|
Retirement and severance costs |
|
|
456 |
|
|
|
848 |
|
Total other adjustments |
|
|
2,388 |
|
|
|
2,421 |
|
Adjusted Funds from operations (AFFO) |
|
$ |
31,403 |
|
|
$ |
27,172 |
|
|
|
|
|
|
|
|
||
Basic per share amounts: |
|
|
|
|
|
|
||
Net earnings |
|
$ |
0.30 |
|
|
$ |
0.29 |
|
FFO (a) |
|
|
0.53 |
|
|
|
0.51 |
|
AFFO (a) |
|
|
0.57 |
|
|
|
0.56 |
|
Diluted per share amounts: |
|
|
|
|
|
|
||
Net earnings |
|
$ |
0.30 |
|
|
$ |
0.28 |
|
FFO (a) |
|
|
0.53 |
|
|
|
0.50 |
|
AFFO (a) |
|
|
0.57 |
|
|
|
0.56 |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
||
Basic |
|
|
53,961 |
|
|
|
46,989 |
|
Diluted |
|
|
53,969 |
|
|
|
47,571 |
|
|
|
For the Three Months |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
FFO |
|
$ |
792 |
|
|
$ |
644 |
|
AFFO |
|
|
839 |
|
|
|
716 |
|
9
Contacts: |
|
Brian Dickman |
|
Investor Relations |
|
|
Chief Financial Officer |
|
(646) 349-0598 |
|
|
(646) 349-6000 |
|
ir@gettyrealty.com |
10