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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For quarter ended April 30, 1998 Commission file number 001-13777
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GETTY REALTY CORP.
(Exact name of registrant as specified in its charter)
MARYLAND 11-3412575
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Jericho Turnpike, Jericho, New York 11753
- - --------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(516) 338 - 2600
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(Registrant's telephone number, including area code)
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
--- ---
Registrant had outstanding 13,564,873 shares of Common Stock, par value $.01 per
share, and 2,888,799 shares of Series A Participating Convertible Redeemable
Preferred Stock, par value $.01 per share, as of April 30, 1998.
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<PAGE>
GETTY REALTY CORP.
INDEX
Part I. FINANCIAL INFORMATION Page Number
- - ------------------------------ -----------
Item 1. Financial Statements
Consolidated Balance Sheets as of April 30, 1998 and
January 31, 1998 1
Consolidated Statements of Operations for the three months ended
April 30, 1998 and 1997 2
Consolidated Statements of Cash Flows for the three months ended
April 30, 1998 and 1997 3
Notes to Consolidated Financial Statements 4 - 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 9
Part II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
<PAGE>
<TABLE>
<CAPTION>
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
- - --------------------------------------------------------------------------------------------
April 30, January 31,
- - --------------------------------------------------------------------------------------------
Assets: 1998 1998
- - --------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Real Estate:
Land $129,317 $129,461
Buildings and improvements 165,663 162,162
-------- --------
294,980 291,623
Less - accumulated depreciation and amortization 65,864 63,600
-------- --------
Real estate, net 229,116 228,023
Cash and equivalents 6,356 10,034
Accounts receivable, net 2,282 2,524
Mortgages receivable 6,824 6,926
Recoveries from state underground storage tank funds 14,440 15,387
Prepaid expenses and other assets 4,152 5,649
-------- ---------
Total assets $263,170 $268,543
======== ========
- - -----------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity:
- - -----------------------------------------------------------------------------------------
Mortgages payable $38,981 $40,526
Accounts payable and accrued expenses 18,537 21,408
Environmental remediation costs 35,284 38,297
Deferred income taxes 30,653 29,719
Income taxes payable 201 -
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Total liabilities 123,656 129,950
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Stockholders' equity:
Preferred stock, par value $.01 per share; authorized
20,000,000 shares for issuance in series of which
3,000,000 shares are classified as Series A Participating
Convertible Redeemable Preferred; issued 2,888,799 at
April 30, 1998 and January 31, 1998 72,220 72,220
Common stock, par value $.01 per share; authorized
50,000,000 shares; issued 14,448,334 at April 30, 1998 and 144 144
14,446,929 at January 31, 1998
Paid-in capital 81,030 81,000
Retained earnings (deficit) 43 (848)
Treasury stock, at cost (883,461 shares at April 30, 1998
and January 31, 1998) (13,923) (13,923)
-------- --------
Total stockholders' equity 139,514 138,593
-------- --------
Total liabilities and stockholders' equity $263,170 $268,543
======== ========
</TABLE>
See accompanying notes.
-1-
<PAGE>
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
- - --------------------------------------------------------------------------------
Three months ended April 30,
- - --------------------------------------------------------------------------------
1998 1997
- - --------------------------------------------------------------------------------
Revenues:
Revenues from rental properties $14,824 $14,946
Net sales of petroleum products 6,509 8,381
Other income 279 454
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21,612 23,781
Equity in earnings of Getty Petroleum
Marketing Inc. - 2,931
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21,612 26,712
------- -------
Cost of sales of petroleum products
(excluding depreciation and amortization) 5,512 7,399
Rental property expense 3,271 3,310
Environmental and maintenance expenses 1,640 1,240
Selling, general and administrative expenses 1,964 3,344
Depreciation and amortization 2,333 2,387
Interest expense 733 1,380
Change of control charge - 2,166
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15,453 21,226
------- -------
Earnings before provision for income taxes 6,159 5,486
Provision for income taxes 2,630 2,279
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Net earnings 3,529 3,207
Preferred stock dividend 1,282 -
------- -------
Net earnings applicable to common stockholders $2,247 $3,207
======= =======
Net earnings per common share:
Basic $.17 $.25
Diluted $.17 $.25
Weighted average common shares outstanding:
Basic 13,565 12,765
Diluted 13,575 13,067
See accompanying notes.
-2-
<PAGE>
GETTY REALTY CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months ended
April 30,
------------------
1998 1997
---- ----
Cash flows from operating activities:
Net earnings $3,529 $3,207
Adjustments to reconcile net earnings to
net cash provided by (used in)
operating activities:
Depreciation and amortization 2,333 2,387
Deferred income taxes 934 (4,444)
Loss (gain) on dispositions of real estate 40 (1)
Change of control charge - 2,166
Equity in net earnings of Getty Petroleum Marketing Inc. - (1,731)
Changes in assets and liabilities:
Accounts receivable 242 86
Mortgages receivable 102 40
Recoveries from state underground storage tank funds 947 796
Prepaid expenses and other assets 1,456 24
Accounts payable and accrued expenses (2,871) 1,234
Environmental remediation costs (3,013) (2,869)
Income taxes payable 201 (1,426)
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Net cash provided by (used in) operating activities 3,900 (531)
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Cash flows from investing activities:
Capital expenditures (4,110) (2,138)
Proceeds from dispositions of real estate 685 272
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Net cash used in investing activities (3,425) (1,866)
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Cash flows from financing activities:
Mortgage borrowings - 165
Repayment of mortgages payable (1,545) (1,119)
Payments under capital lease obligations - (1,449)
Cash dividends (2,638) (383)
Stock options, common and treasury stock, net 30 2,284
------ -------
Net cash used in financing activities (4,153) (502)
------ -------
Net decrease in cash and equivalents (3,678) (2,899)
Cash and equivalents at beginning of period 10,034 11,385
------ -------
Cash and equivalents at end of period $6,356 $8,486
====== =======
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $745 $1,379
Income taxes, net 293 2,425
See accompanying notes.
-3-
<PAGE>
GETTY REALTY CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General:
The accompanying consolidated financial statements include the accounts of
Getty Realty Corp. and its wholly-owned subsidiaries (the "Company"). The
consolidated financial statements have been prepared in conformity with
generally accepted accounting principles and include amounts that are based on
management's best estimates and judgments. While all available information has
been considered, actual amounts could differ from those estimates. 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 fiscal year ended
January 31, 1998.
2. Spin-off:
On March 21, 1997, the Company effected the spin-off of its petroleum
marketing business to its stockholders. The Company retained its real estate
business and the Pennsylvania and Maryland home heating oil business, and leased
most of its properties on a long-term net basis to the spun-off company, which
is named Getty Petroleum Marketing Inc. ("Marketing").
The consolidated statement of operations of the Company for the three
months ended April 30, 1997 includes the financial results of the Marketing
business under the caption "Equity in earnings of Getty Petroleum Marketing
Inc." for the period from February 1, 1997 to March 21, 1997, amounting to
pre-tax income of $2.9 million ($1.7 million after-tax).
-4-
<PAGE>
The financial results of the retained real estate and heating oil
businesses for the quarters ended April 30, 1998 and 1997 are set forth below.
The following financial information does not include the financial results of
Marketing and is presented for informational purposes only and is not
necessarily indicative of the financial results that would have occurred had the
real estate and heating oil businesses been operated as separate, stand-alone
entities during such periods, nor are they necessarily indicative of future
results.
<TABLE>
<CAPTION>
(in thousands) Quarter ended April 30, 1998 Quarter ended April 30, 1997
---------------------------- ----------------------------
Real Heating Real Heating
Estate Oil Total Estate Oil Total
------ -------- ------ ------- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Revenues from rental properties $14,795 $ 29 $14,824 $14,819 $127 $14,946
Net sales of petroleum products - 6,509 6,509 - 8,381 8,381
Other income 257 22 279 427 27 454
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15,052 6,560 21,612 15,246 8,535 23,781
------------------------------------------------------------------
Cost of sales of petroleum
products (excluding depreciation
and amortization) - 5,512 5,512 - 7,399 7,399
Rental property expenses 3,266 5 3,271 3,263 47 3,310
Environmental and maintenance
expenses 1,640 - 1,640 1,240 - 1,240
Selling, general and
administrative expenses 1,448 516 1,964 2,828 516 3,344
Depreciation and amortization 2,196 137 2,333 2,260 127 2,387
Interest expense 733 - 733 1,380 - 1,380
Change of control charge - - - 2,166 - 2,166
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9,283 6,170 15,453 13,137 8,089 21,226
------------------------------------------------------------------
Earnings before provision
for income taxes 5,769 390 6,159 2,109 446 2,555
Provision for
income taxes 2,463 167 2,630 891 188 1,079
------------------------------------------------------------------
Net earnings $ 3,306 $223 $ 3,529 $ 1,218 $258 $ 1,476
==================================================================
</TABLE>
3. Earnings per share:
Basic earnings per share is computed by dividing net earnings less
preferred dividends by the weighted average number of common shares outstanding
during the period. Diluted earnings per share reflects the potential dilution
from the exercise of stock options in the amounts of 10,000 shares and 302,000
shares for the quarters ended April 30, 1998 and 1997, respectively. For the
quarter ended April 30, 1998, conversion of the Series A Participating
Convertible Redeemable Preferred stock (which was issued on January 30, 1998)
into common stock utilizing the if-converted method would have been antidilutive
and conversion was not assumed for purposes of computing diluted earnings per
common share.
-5-
<PAGE>
4. Stockholders' equity:
A summary of the changes in stockholders' equity for the three months ended
April 30, 1998 is as follows (in thousands):
<TABLE>
<CAPTION>
Retained Treasury
Preferred Common Paid-in Earnings Stock,
Stock Stock Capital (Deficit) at cost Total
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance,
January 31, 1998 $72,220 $144 $81,000 ($848) ($13,923) $138,593
Net earnings 3,529 3,529
Cash dividends (2,638) (2,638)
Issuance of
common stock 30 30
---------------------------------------------------------------------
Balance,
April 30, 1998 $72,220 $144 $ 81,030 $43 ($13,923) $139,514
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</TABLE>
-6-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Spin-off
- - --------
On March 21, 1997, the Company effected the spin-off of its petroleum
marketing business to its stockholders. The Company retained its real estate
business and the Pennsylvania and Maryland home heating oil business, and leased
most of its properties on a long-term net basis to the spun-off company, which
is named Getty Petroleum Marketing Inc. ("Marketing").
The consolidated statement of operations of the Company for the three
months ended April 30, 1997 includes the financial results of the Marketing
business under the caption "Equity in earnings of Getty Petroleum Marketing
Inc." for the period from February 1, 1997 to March 21, 1997, amounting to
pre-tax income of $2.9 million ($1.7 million after-tax).
Results of Operations
- - ---------------------
Revenues from rental properties for the quarters ended April 30, 1998
and 1997 principally represent rental income from Marketing ($14.2 million and
$14.3 million, respectively) with the remainder from other lessees and
sublessees.
Net sales of petroleum products from the Company's retained heating oil
business for the first fiscal quarter ended April 30, 1998 were $6.5 million
(most of which revenues occur in the first and fourth fiscal quarters), as
compared with $8.4 million during the same quarter last year. The $1.9 million
decrease in petroleum product sales was principally due to a 15.8% decrease in
average selling prices and 7.7% of lower gallonage sold due to a warmer than
normal season. Gross profit from such sales before depreciation and amortization
was $1.0 million for each of the quarters ended April 30, 1998 and 1997 as
higher product margins offset the lower sales volumes.
Other income was $.3 million for the three months ended April 30, 1998
as compared with $.5 million for the quarter ended April 30, 1997. The decrease
in other income of $.2 million was principally due to a management fee for
administrative and other services paid by Power Test Investors Limited
Partnership ("Partnership") during the quarter ended April 30, 1997 which was
eliminated as a result of the merger of the Partnership into the Company on
January 30, 1998.
Rental property expense, which is comprised principally of rent
expense, was $3.3 millon for each of the quarters ended April 30, 1998 and 1997.
-7-
<PAGE>
Environmental and maintenance expenses for the quarter ended April 30,
1998 were $1.6 million as compared with $1.2 million for the quarter ended April
30, 1997. The current quarter included a revision to the Company's estimate of
future remediation costs of $1.1 million as compared to $.8 million during the
prior year quarter. As of April 30, 1998, the Company had an accrual of $35.3
million representing management's best estimate for future environmental
remediation costs and had recorded $14.4 million as management's best estimate
for recoveries from state underground storage tank remediation funds. Such
accruals are reviewed on a regular basis and any revisions thereto will be
reflected in the Company's financial statements as they become known.
Selling, general and administrative expenses for the quarter ended
April 30, 1998 amounted to $2.0 million, a decrease of $1.4 million as compared
with the quarter ended April 30, 1997. The decrease was primarily due to a $1.8
million charge recorded in the prior year quarter relating to stock options.
Depreciation and amortization was $2.3 million for the quarter ended
April 30, 1998, which was comparable to the quarter ended April 30, 1997.
Interest expense for the three months ended April 30, 1998 amounted to
$.7 million as compared with $1.4 million for the quarter ended April 30, 1997.
The decrease in interest expense of $.7 million was principally due to the
elimination of capitalized lease obligations as a result of the merger of the
Partnership into the Company on January 30, 1998.
During the quarter ended April 30, 1997, the Company recorded a charge
of $2.2 million related to change of control agreements in connection with the
spin-off.
Liquidity and Capital Resources
- - -------------------------------
The Company's principal sources of liquidity are cash flows from
operations and its short-term uncommitted lines of credit with two banks.
Management believes that cash requirements for operations, capital expenditures
and debt service can be met by cash flows from operations, available cash and
equivalents and credit lines. As of April 30, 1998, such lines of credit
amounted to $25 million, of which $7.4 million was utilized in connection with
outstanding letters of credit. Borrowings under such lines of credit are
unsecured and bear interest at the prime rate or, at the Company's option, LIBOR
plus 1.0% or 1.1%. Such lines of credit are subject to renewal at the discretion
of the banks. Although it is expected that the existing sources of liquidity
will be sufficient to meet its expected operating and debt service requirements,
the Company may be required to obtain additional sources of capital in the
future to fund certain property acquisitions, which capital sources it believes
are available.
During the quarter ended April 30, 1998, the Company declared a
quarterly cash dividend of $.10 per common share and the first quarterly
dividend of $.44375 per preferred share.
-8-
<PAGE>
The Company's capital expenditures for the quarter ended April 30, 1998
amounted to $4.1 million, primarily related to the replacement of underground
storage tanks and vapor recovery facilities at gasoline stations. Expenditures
with respect to tank replacements required to meet the December 22, 1998 federal
environmental standards and certain environmental liabilities and obligations
continue to be the responsibility of the Company after the spin-off. As of April
30, 1998, the Company estimates that in connection therewith, it will expend
$14.2 million in capital expenditures and $20.8 million, net of estimated
recoveries, for environmental liabilities and obligations, the latter of which
has been fully accrued for.
-9-
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Designation of Exhibit
in this Quarterly Report
on Form 10-Q Description of Exhibit
------------ ----------------------
27 Financial Data Schedule
(b) Reports filed on Form 8-K:
None.
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: June 11, 1998 BY: /s/ John J. Fitteron
--------------------
(Signature)
JOHN J. FITTERON
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: June 11, 1998 BY: /s/ Leo Liebowitz
-----------------
(Signature)
LEO LIEBOWITZ
President (Chief Executive
Officer)
-10-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF GETTY REALTY CORP. AND SUBSIDIARIES AS OF
APRIL 30, 1998 AND FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> APR-30-1998
<CASH> 6,356
<SECURITIES> 0
<RECEIVABLES> 2,475
<ALLOWANCES> 193
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 294,980
<DEPRECIATION> 65,864
<TOTAL-ASSETS> 263,170
<CURRENT-LIABILITIES> 0
<BONDS> 38,981
<COMMON> 144
0
72,220
<OTHER-SE> 67,150
<TOTAL-LIABILITY-AND-EQUITY> 263,170
<SALES> 6,509
<TOTAL-REVENUES> 21,612
<CGS> 5,512
<TOTAL-COSTS> 12,756
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 14
<INTEREST-EXPENSE> 733
<INCOME-PRETAX> 6,159
<INCOME-TAX> 2,630
<INCOME-CONTINUING> 3,529
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,529
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
