Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'GTY | ' |
Entity Registrant Name | 'GETTY REALTY CORP /MD/ | ' |
Entity Central Index Key | '0001052752 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 33,396,880 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Real Estate: | ' | ' |
Land | $351,700 | $318,814 |
Buildings and improvements | 202,473 | 208,325 |
Total Real Estate | 554,173 | 527,139 |
Less - accumulated depreciation and amortization | -98,809 | -106,931 |
Real estate held for use, net | 455,364 | 420,208 |
Real estate held for sale, net | 30,061 | 25,340 |
Real estate, net | 485,425 | 445,548 |
Net investment in direct financing leases | 97,436 | 91,904 |
Deferred rent receivable (net of allowance of $1,531 as of September 30, 2013 and $0 as of December 31, 2012) | 17,565 | 12,448 |
Cash and cash equivalents | 4,670 | 16,876 |
Notes, mortgages and accounts receivable (net of allowance of $3,144 at September 30, 2013 and $25,371 at December 31, 2012) | 38,945 | 41,865 |
Prepaid expenses and other assets | 45,072 | 31,940 |
Total assets | 689,113 | 640,581 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ' | ' |
Borrowings under credit lines | 63,500 | 150,290 |
Term loans | 100,000 | 22,030 |
Environmental remediation obligations | 45,169 | 46,150 |
Dividends payable | 6,738 | 4,202 |
Accounts payable and accrued liabilities | 55,463 | 45,160 |
Total liabilities | 270,870 | 267,832 |
Commitments and contingencies (notes 1, 2, 3, 4 and 5) | ' | ' |
Shareholders' equity: | ' | ' |
Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 33,396,880 at September 30, 2013 and 33,396,720 at December 31, 2012 | 334 | 334 |
Paid-in capital | 462,170 | 461,426 |
Dividends paid in excess of earnings | -44,261 | -89,011 |
Total shareholders' equity | 418,243 | 372,749 |
Total liabilities and shareholders' equity | $689,113 | $640,581 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Net of allowance | $1,531 | $0 |
Allowance on notes, mortgages and accounts receivable | $3,144 | $25,371 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 33,396,880 | 33,396,720 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Revenues from rental properties | $25,425 | $21,591 | $72,360 | $72,078 |
Interest on notes and mortgages receivable | 707 | 726 | 2,467 | 2,107 |
Other revenue (note 2) | 3,126 | ' | 3,126 | ' |
Total revenues | 29,258 | 22,317 | 77,953 | 74,185 |
Operating expenses: | ' | ' | ' | ' |
Rental property expenses | 6,385 | 7,576 | 20,563 | 20,375 |
Impairment charges | 538 | 999 | 1,364 | 2,919 |
Environmental expenses | 6,184 | 165 | 8,653 | 201 |
General and administrative expenses | -4,613 | 5,003 | 851 | 25,047 |
Allowance for deferred rent receivable | ' | ' | 1,531 | ' |
Depreciation and amortization expense | 2,414 | 2,734 | 7,047 | 8,644 |
Total operating expenses | 10,908 | 16,477 | 40,009 | 57,186 |
Operating income | 18,350 | 5,840 | 37,944 | 16,999 |
Other income, net | 19 | 211 | 53 | 503 |
Interest expense | -3,074 | -2,896 | -8,966 | -7,071 |
Earnings from continuing operations | 15,295 | 3,155 | 29,031 | 10,431 |
Discontinued operations: | ' | ' | ' | ' |
Loss from operating activities | -420 | -7,196 | -3,673 | -7,604 |
Gains from dispositions of real estate (note 2) | 27,002 | 576 | 39,608 | 3,819 |
Earnings (loss) from discontinued operations | 26,582 | -6,620 | 35,935 | -3,785 |
Net earnings (loss) | $41,877 | ($3,465) | $64,966 | $6,646 |
Basic and diluted earnings per common share: | ' | ' | ' | ' |
Earnings from continuing operations | $0.45 | $0.09 | $0.86 | $0.31 |
Earnings (loss) from discontinued operations | $0.80 | ($0.19) | $1.08 | ($0.11) |
Net earnings (loss) | $1.25 | ($0.10) | $1.94 | $0.20 |
Basic and diluted weighted-average shares outstanding | 33,397 | 33,396 | 33,397 | 33,395 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net earnings | $64,966 | $6,646 |
Adjustments to reconcile net earnings to net cash flow provided by operating activities: | ' | ' |
Depreciation and amortization expense | 7,498 | 10,966 |
Impairment charges | 7,717 | 10,552 |
Gains on dispositions of real estate | -39,581 | -3,819 |
Deferred rent receivable, net of allowance | -5,117 | -2,858 |
Allowance (credit) for accounts receivable | -21,006 | 16,524 |
Other | 4,391 | 5,704 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable, net | 22,184 | -14,968 |
Prepaid expenses and other assets | 102 | -7,750 |
Environmental remediation obligations | -10,358 | -5,169 |
Accounts payable and accrued liabilities | 8,005 | -3,578 |
Net cash flow provided by operating activities | 38,801 | 12,250 |
Cash flows from investing activities: | ' | ' |
Property acquisitions and capital expenditures | -73,353 | -2,494 |
Proceeds from dispositions of real estate | 51,276 | 5,882 |
Increase in cash held for property acquisitions | -6,880 | -3,287 |
Issuance of notes and mortgages receivables | -4,138 | ' |
Collection of notes and mortgages receivable | 10,803 | 1,169 |
Other | 735 | ' |
Net cash flow provided by (used in) investing activities | -21,557 | 1,270 |
Cash flows from financing activities: | ' | ' |
Borrowings under credit agreements | 129,400 | 4,000 |
Repayments under credit agreements | -216,190 | ' |
Borrowings under term loan agreement | 100,000 | ' |
Repayments under term loan agreement | -22,030 | -585 |
Payments of cash dividends | -17,680 | -4,202 |
Payments of loan origination costs | -2,842 | -4,044 |
Other | -108 | ' |
Net cash flow used in financing activities | -29,450 | -4,831 |
Net increase (decrease) in cash and cash equivalents | -12,206 | 8,689 |
Cash and cash equivalents at beginning of period | 16,876 | 7,698 |
Cash and cash equivalents at end of period | 4,670 | 16,387 |
Supplemental disclosures of cash flow information Cash paid (refunded) during the period for: | ' | ' |
Interest paid | 7,192 | 4,550 |
Income taxes paid, net | 450 | 417 |
Environmental remediation obligations | 9,329 | 2,279 |
Non-cash transactions: | ' | ' |
Issuance of mortgages related to property dispositions | $4,923 | $2,561 |
GENERAL
GENERAL | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
GENERAL | ' | ||||||||||||||||
1. GENERAL | |||||||||||||||||
Basis of Presentation: The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries. We are a real estate investment trust (“REIT”) specializing in the ownership, leasing and financing of retail motor fuel and convenience store properties. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Use of Estimates, Judgments and Assumptions: The financial statements have been prepared in conformity with GAAP, which requires management to make 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. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, receivables, deferred rent receivable, net investment in direct financing leases, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, environmental remediation obligations, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties, and as a result, actual results could differ materially from these estimates. | |||||||||||||||||
Subsequent events: We evaluated subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements. | |||||||||||||||||
Fair Value Hierarchy: The preparation of financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1”— inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2”— inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3”— inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis. | |||||||||||||||||
We had a receivable of $2,972,000 as of December 31, 2012, that was measured at fair value on a recurring basis using Level 3 inputs. Pursuant to the terms of the Litigation Funding Agreement (as defined below), in the third quarter of 2013, we received a payment of $25,096,000 related to this receivable. We elected to account for the advances, accrued interest and litigation reimbursements due to us pursuant to the Litigation Funding Agreement on a fair value basis. We used unobservable inputs based on comparable transactions when determining the fair value of the Litigation Funding Agreement. We concluded that the terms of the Litigation Funding Agreement are within a range of terms representing the market for such arrangements when considering the unique circumstances particular to the counterparties to such funding agreements. These inputs include the potential outcome of the litigation related to the Lukoil Complaint including the probability of the Marketing Estate prevailing in its lawsuit and the potential amount that may be recovered by the Marketing Estate from Lukoil (as such capitalized terms are defined below). We also applied a discount factor commensurate with the risk that the Marketing Estate may not prevail in its lawsuit. We considered that fair value is defined as an amount of consideration that would be exchanged between a willing buyer and seller. | |||||||||||||||||
We have mutual fund assets that are measured at fair value on a recurring basis using Level 1 inputs. We have a Supplemental Retirement Plan for executives and other senior management employees. The amounts held in trust under the Supplemental Retirement Plan may be used to satisfy claims of general creditors in the event of the Company’s or any of its subsidiaries’ bankruptcy. We have liability to the employees participating in the Supplemental Retirement Plan for the participant account balances equal to the aggregate of the amount invested at the employees’ direction and the income earned in such mutual funds. | |||||||||||||||||
We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of September 30, 2013 and December 31, 2012 of $7,173,000 and $4,967,000, respectively, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates. | |||||||||||||||||
The following summarizes as of September 30, 2013 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy: | |||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | |||||||||||||||||
Mutual funds | $ | 3,232 | $ | — | $ | — | $ | 3,232 | |||||||||
Liabilities | |||||||||||||||||
Deferred Compensation | $ | 3,232 | $ | — | $ | — | $ | 3,232 | |||||||||
The following summarizes as of December 31, 2012 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy: | |||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | |||||||||||||||||
Receivable | $ | — | $ | — | $ | 2,972 | $ | 2,972 | |||||||||
Mutual funds | $ | 3,013 | $ | — | $ | — | $ | 3,013 | |||||||||
Liabilities | |||||||||||||||||
Deferred Compensation | $ | 3,013 | $ | — | $ | — | $ | 3,013 | |||||||||
Discontinued Operations: We report as discontinued operations 131 properties which meet the criteria to be accounted for as held for sale in accordance with GAAP as of the end of the current period and certain properties disposed of during the periods presented. Discontinued operations, including gains and losses, impairment charges and the operating results for properties disposed of in 2013 and 2012 and impairment charges and operating results of properties classified as held for sale, are included in a separate component of income in our consolidated statements of operations. The operating results and impairment charges of such properties for the three and nine months ended 2012 have also been reclassified to discontinued operations to conform to the 2013 presentation. The properties currently being marketed for sale have a net carrying value aggregating $30,061,000 and are included in real estate held for sale, net in our consolidated balance sheets. | |||||||||||||||||
The revenue from rental properties, impairment charges, other operating expenses and gains from dispositions of real estate related to these properties are as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues from rental properties | $ | 591 | $ | 1,208 | $ | 2,185 | $ | 8,781 | |||||||||
Impairment charges | (2,727 | ) | (6,407 | ) | (6,353 | ) | (7,633 | ) | |||||||||
Other operating (expenses) credit | 1,716 | (1,997 | ) | 495 | (8,752 | ) | |||||||||||
Loss from operating activities | (420 | ) | (7,196 | ) | (3,673 | ) | (7,604 | ) | |||||||||
Gains from dispositions of real estate | 27,002 | 576 | 39,608 | 3,819 | |||||||||||||
Earnings (loss) from discontinued operations | $ | 26,582 | $ | (6,620 | ) | $ | 35,935 | $ | (3,785 | ) | |||||||
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. We review and adjust as necessary our depreciation estimates and method when long-lived assets are tested for recoverability. Assets held for disposal are written down to fair value less estimated disposition costs. | |||||||||||||||||
We recorded non-cash impairment charges aggregating $3,265,000 and $7,717,000 for the three and nine months ended September 30, 2013, respectively and $7,406,000 and $10,552,000 for the three and nine months ended September 30, 2012, respectively, in continuing operations and in discontinued operations. We record non-cash impairment charges and reduce the carrying amount of properties held for use to fair value where the carrying amount of the property exceeded the projected undiscounted cash flows expected to be received during the assumed holding period which includes the estimated sales value expected to be received at disposition. We record non-cash impairment charges and reduce the carrying amount of properties held for sale to fair value less disposal costs. The non-cash impairment charges recorded during the nine months ended September 30, 2013 and 2012 were attributable to reductions in the assumed holding period used to test for impairment, reductions in our estimates of value for properties held for sale and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The estimated fair value of real estate is based on the price that would be received to sell the property in an orderly transaction between market participants at the measurement date. The internal valuation techniques that we used included discounted cash flow analysis, an income capitalization approach on prevailing or earnings multiples applied to earnings from the property, analysis of recent comparable lease and sales transactions, actual leasing or sale negotiations, bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the fair value hierarchy. These unobservable inputs include assumed holding periods ranging up to 15 years, assumed average rent increases ranging up to 2.0% annually, income capitalized at a rate of 8.0% and cash flows discounted at a rate of 7.0%. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale. | |||||||||||||||||
Unaudited, Interim Financial Statements: The consolidated financial statements are unaudited but, in our opinion, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the periods presented. These statements should be read in conjunction with the consolidated financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2012. | |||||||||||||||||
Income Taxes: We and our subsidiaries file a consolidated federal income tax return. Effective January 1, 2001, we elected to qualify, and believe we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our shareholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Although tax returns for the years 2009, 2010 and 2011, and tax returns which will be filed for the year ended 2012, remain open to examination by federal and state tax jurisdictions under the respective statute of limitations, we have not currently identified any uncertain tax positions related to those years and, accordingly, have not accrued for uncertain tax positions as of December 31, 2012. | |||||||||||||||||
In the third quarter of 2013, we submitted to the Internal Revenue Service a request seeking a ruling that a portion of the payments we received from the Marketing Estate related to the Litigation Funding Agreement, (see note 2 for additional information regarding the Lukoil Settlement and the Litigation Funding Agreement), be treated either as qualifying income or excluded from gross income for the purposes of the REIT qualification gross income tests either as a matter of law or pursuant to the discretionary authority granted by Congress to the Internal Revenue Service to determine whether certain types of income are an outgrowth of a REIT’s business of owning and operating real estate. The tests provide that 95% and 75% of a REIT’s gross income must be derived from qualified passive income sources as defined in the respective tests, such as rents from real properties. If we do not receive a favorable ruling on this matter we may incur a tax liability equal to (A) to the greater of the amount by which we fail to meet either the 95% or 75% income test multiplied (B) by the fraction the numerator of which is our net income (determined in a certain manner) and the denominator of which is our gross income for the tax year. Income excluded from gross income for the purposes of the REIT qualification gross income tests is; however, included in the calculation of taxable income and in the determination of distributions required as a REIT to be made to our shareholders. Based on prior administrative practices and rulings regarding similar circumstances made by the Internal Revenue Service, we believe that we will receive a favorable ruling from the Internal Revenue Service; therefore, we have not accrued for taxes or penalties related to this uncertain tax position as of September 30, 2013. An unfavorable outcome of this matter could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. | |||||||||||||||||
Earnings per Common Share: Basic earnings per common share gives effect, utilizing the two-class method, to the potential dilution from the issuance of common shares in settlement of restricted stock units (“RSUs” or “RSU”) which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic earnings per common share is computed by dividing net earnings less dividend equivalents attributable to RSUs by the weighted-average number of common shares outstanding during the year. Diluted earnings per common share, also gives effect to the potential dilution from the exercise of stock options utilizing the treasury stock method. | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Earnings from continuing operations | $ | 15,295 | $ | 3,155 | $ | 29,031 | $ | 10,431 | |||||||||
Less dividend equivalents attributable to restricted stock units outstanding | (134 | ) | (27 | ) | (255 | ) | (67 | ) | |||||||||
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation | 15,161 | 3,128 | 28,776 | 10,364 | |||||||||||||
Earnings (loss) from discontinued operations | 26,582 | (6,620 | ) | 35,935 | (3,785 | ) | |||||||||||
Net earnings (loss) attributable to common shareholders used for basic earnings per share calculation | $ | 41,743 | $ | (3,492 | ) | $ | 64,711 | $ | 6,579 | ||||||||
Basic and diluted weighted-average number of common shares outstanding | 33,397 | 33,396 | 33,397 | 33,395 | |||||||||||||
Restricted stock units outstanding at the end of the period | 296 | 216 | 296 | 216 |
LEASES
LEASES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Leases [Abstract] | ' | ||||||||||||||||
LEASES | ' | ||||||||||||||||
2. LEASES | |||||||||||||||||
The majority of our properties are leased on a triple-net basis primarily to petroleum distributors and, to a lesser extent, individual operators. Generally our tenants supply fuel and either operate our properties directly or sublet our properties to operators who operate their gas stations, convenience stores, automotive repair service facilities or other businesses at our properties. Our triple-net tenants are responsible for the payment of all taxes, maintenance, repairs, insurance, and other operating expenses relating to our properties, and are also responsible for environmental contamination occurring during the term of their lease and in certain cases also for preexisting environmental contamination. (See note 5 for additional information regarding environmental obligations.) Substantially all of our tenants’ financial results depend on the sale of refined petroleum products and rental income from their subtenants. As a result, our tenants’ financial results are highly dependent on the performance of the petroleum marketing industry, which is highly competitive and subject to volatility. As of September 30, 2013, we owned 891 properties and leased 125 properties from third parties. Our 1,016 properties are located in 21 states across the United States and Washington, D.C., with concentrations in the Northeast and Mid-Atlantic regions. | |||||||||||||||||
Approximately 630 of the properties we own or lease as of September 30, 2013 were previously leased to Getty Petroleum Marketing Inc. (“Marketing”) comprising a unitary premises pursuant to a master lease (the “Master Lease”). In December 2011, Marketing filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Master Lease was rejected by Marketing and terminated effective April 30, 2012, and in July 2012, the Bankruptcy Court approved Marketing’s Plan of Liquidation and appointed a trustee (the “Liquidating Trustee”) to oversee liquidation of the Marketing estate (the “Marketing Estate”). The Liquidating Trustee continues to oversee the Marketing Estate and pursue claims for the benefit of its creditors, including those related to the recovery of various deposits, including surety bonds, insurance policy claims and claims made to state funded tank reimbursement programs. | |||||||||||||||||
In December 2011, the Marketing Estate filed a lawsuit against Marketing’s former parent, Lukoil Americas Corporation, and certain of its affiliates (collectively, “Lukoil”), as well as the former directors and officers of Marketing (the “Lukoil Complaint”). The Lukoil Complaint asserted, among other allegations, that Marketing’s sale of assets to Lukoil in November 2009 constituted a fraudulent conveyance and that the former directors and officers of Marketing breached their fiduciary obligations. In October 2012, we entered into an agreement with the Marketing Estate to make loans and otherwise fund up to an aggregate amount of $6,725,000 to prosecute the Lukoil Complaint and for certain other expenses incurred in connection with the wind-down of the Marketing Estate (the “Litigation Funding Agreement”). The Litigation Funding Agreement provided that we would receive proceeds from any successful resolution or settlement of the Lukoil Complaint in an amount equal to the sum of (i) all funds advanced for wind-down costs and expert witness and consultant fees plus interest accruing at 15% per annum on such advances; plus (ii) the greater of all funds advanced for legal fees and expenses relating to the prosecution of the Lukoil Complaint plus interest accruing at 15% per annum on such advances, or 24% of the gross proceeds from any settlement or favorable judgment obtained by the Liquidating Trustee from the Lukoil Complaint. We advanced $6,526,000 in the aggregate to the Marketing Estate pursuant to the Litigation Funding Agreement. The Litigation Funding Agreement also provided that we were entitled to be reimbursed for up to $1,300,000 of our legal fees in connection with the Litigation Funding Agreement. | |||||||||||||||||
On July 29, 2013, the Bankruptcy Court approved a settlement between Lukoil and certain former directors and officers of Marketing, collectively, and the Marketing Estate, of the claims made in the Lukoil Complaint (the “Lukoil Settlement”). The terms of the Lukoil Settlement included a release of the defendants from the claims alleged in the Lukoil Complaint and a collective payment to the Marketing Estate of $93,000,000. In August 2013, the settlement payment was received by the Marketing Estate of which $25,096,000 was distributed to us pursuant to the Litigation Funding Agreement and $6,585,000 was distributed to us in full satisfaction of our post-petition priority claims related to the Master Lease. Although we believe it is not likely, a portion of the payments we received pursuant to the Litigation Funding Agreement may be subject to federal income taxes. (See “Income Taxes” in note 1 for additional information regarding uncertain tax positions.) | |||||||||||||||||
We may realize additional distributions from the Marketing Estate for our remaining general unsecured claims stemming from Marketing’s default of its obligations under the Master Lease as and when assets that remain in the Marketing Estate become available for distribution to Marketing’s creditors. We cannot provide any assurance as to our proportionate interest in any Marketing Estate assets, or the amount or timing of recoveries, if any, with respect to our remaining general unsecured claims against the Marketing Estate. | |||||||||||||||||
Of the $25,096,000 received by us in the third quarter of 2013 pursuant to the Litigation Funding Agreement, $7,976,000 was applied to the advances made to the Marketing Estate plus accrued interest; $13,994,000 was applied to unpaid rent and real estate taxes due from Marketing and the related bad debt reserve was reversed; and the remainder of $3,126,000 was recorded as additional income attributed to the partial recovery of damages resulting from Marketing’s default of its obligations under the Master Lease and is reflected in continuing operations in our consolidated statement of operations as other revenue. | |||||||||||||||||
In accordance with GAAP, we recognized in revenue from rental properties in our consolidated statements of operations the full contractual rent and real estate obligations due to us by Marketing during the term of the Master Lease and provided bad debt reserves included in general and administrative expenses and in earnings (loss) from discontinued operations in our consolidated statements of operations for our estimate of uncollectible amounts due from Marketing. We reduced previously provided bad debt reserves related to uncollected rent and real estate taxes due from Marketing by $567,000 for the three months ended September 30, 2012, netting to $15,654,000 of bad debt reserves provided for the nine months ended September 30, 2012. We reduced the net reserve of $22,782,000 provided through December 31, 2012 by $8,788,000 in the six months ended June 30, 2013 as a result of receiving cash from the Marketing Estate and our estimate of cash we expected to receive from the Marketing Estate pursuant to our post-petition priority claims. We further reduced, thereby eliminating, the previously provided reserves by $13,994,000 in the three months ended September 30, 2013 as a result of receiving and applying to our remaining trade accounts receivable balance due from Marketing such amount from the proceeds Marketing received from the Lukoil Settlement. The net increase in our bad debt reserve for uncollectible amounts due from Marketing for the nine months ended September 30, 2012 of $15,654,000 is reflected in our consolidated statement of operations by increasing general and administrative expenses in continuing operations by $12,145,000 and decreasing earnings from operating activities included in discontinued operations by $3,509,000.The reduction in our bad debt reserve for uncollectible amounts due from Marketing for the nine months ended September 30, 2013 of $22,782,000 is reflected in our consolidated statement of operations by reducing general and administrative expenses in continuing operations by $17,675,000 and increasing earnings from operating activities included in discontinued operations by $5,107,000. | |||||||||||||||||
Following the rejection and termination of the Master Lease in Marketing’s bankruptcy proceedings, we entered into long-term triple-net leases with petroleum distributors for ten separate property portfolios comprising 443 properties in the aggregate and month-to-month license agreements with occupants of approximately 110 properties (substantially all of whom were Marketing’s former subtenants) allowing such occupants to continue to occupy and use these properties as gas stations, convenience stores, automotive repair service facilities or other businesses. Under our month-to-month license agreements, we receive monthly licensing fees and are responsible for the payment of certain Property Expenditures (as defined below) and environmental costs. Approximately 70 properties previously subject to the Master Lease are currently vacant, and are being marketed for sale | |||||||||||||||||
The long-term triple-net leases with petroleum distributors for the ten separate property portfolios comprising 443 properties in the aggregate are unitary triple-net lease agreements generally with an initial term of 15 years, and options for successive renewal terms of up to 20 years. Rent is scheduled to increase at varying intervals of up to three years on the anniversary of the commencement date of the leases. The majority of the leases provide for additional rent based on the aggregate volume of petroleum products sold. In addition, the majority of the leases require the tenants to make capital expenditures at our properties substantially all of which are related to the replacement of underground storage tanks (“USTs”) that are owned by our tenants. We have committed to co-invest up to $14,080,000 in the aggregate with our tenants for a portion of such capital expenditures, which deferred expense is recognized on a straight-line basis as amortization expense in our consolidated statements of operations over the terms of the various leases. As part of these triple-net leases, we transferred title of the USTs to our tenants and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted was fully or partially transferred to our new tenants. We remain contingently liable for this obligation in the event that our tenants do not satisfy their responsibilities. Accordingly, we removed $12,136,000 of asset retirement obligations and $10,269,000 of net asset retirement costs related to USTs from our balance sheet through September 30, 2013. The net amount of $1,867,000 is recorded as deferred rental revenue and is recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases. We incurred $3,512,000 of lease origination costs through September 30, 2013, which deferred expense is recognized on a straight-line basis as amortization expense in our consolidated statements of operations over the terms of the various leases. | |||||||||||||||||
Following the rejection and termination of the Master Lease in Marketing’s bankruptcy proceedings, we increased our effort to dispose of certain properties in order to monetize their value. Gains from dispositions of real estate are generally included in discontinued operations in our consolidated statements of operations. There were 94 and 29 property dispositions during the nine months ended September 30, 2013 and 2012, respectively, of which there were 17 and 14 property dispositions during the three months ended September 30, 2013 and 2012, respectively. In addition, there were 25 property dispositions during the fourth quarter of 2012 and we had 131 properties which met the criteria to be accounted for as held for sale as of September 30, 2013. Substantially all of the properties sold or classified as held for sale were previously leased to Marketing. The timing of pending or anticipated dispositions may be affected by factors beyond our control and we cannot predict when or on what terms sales will ultimately be consummated. | |||||||||||||||||
Revenues from rental properties included in continuing operations for the three and nine months ended September 30, 2013 were $25,425,000 and $72,360,000, respectively. Revenues from rental properties included in continuing operations for the three and nine months ended September 30, 2012 were $21,591,000 and $72,078,000, respectively, of which $102,000 and $17,653,000, respectively, was due from Marketing under the Master Lease prior to its rejection on April 30, 2012. Revenues from rental properties and rental property expenses included in continuing operations include $3,827,000 and $10,920,000 for the three and nine months ended September 30, 2013, respectively, and $2,325,000 and $9,769,000 for the three and nine months ended September 30, 2012, respectively, for real estate taxes paid by us which were reimbursable by our tenants. Revenues from rental properties included in continuing operations for the nine months ended September 30, 2013 also include a net loss of $1,339,000 for amounts realized under interim fuel supply agreements, as compared to a net gain of $1,003,000 for the nine months ended September 30, 2012. | |||||||||||||||||
In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due or received during the periods presented. As a result, revenues from rental properties include non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line (or average) basis over the current lease term, net amortization of above-market and below-market leases and recognition of rental income recorded under direct financing leases using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties (the “Revenue Recognition Adjustments”). Revenue Recognition Adjustments included in continuing operations increased rental revenue by $2,203,000 and $5,947,000 for the three and nine months ended September 30, 2013, respectively, as compared to $1,459,000 and $2,994,000 for the three and nine months ended September 30, 2012, respectively. | |||||||||||||||||
The components of the $97,436,000 net investment in direct financing leases as of September 30, 2013 are minimum lease payments receivable of $206,381,000 plus unguaranteed estimated residual value of $13,979,000 less unearned income of $122,924,000. | |||||||||||||||||
As of September 30, 2013, we leased 143 properties in two separate unitary leases to subsidiaries of Chestnut Petroleum Dist. Inc. We lease 59 gasoline station and convenience store properties to CPD NY Energy Corp. (“CPD NY”) and, as part of the repositioning of the portfolio of properties previously leased to Marketing, we lease 84 properties to NECG Holdings Corp. (“NECG”). CPD NY and NECG represent 21% and 18% of our revenues for the nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||
The selected combined unaudited financial data of CPD NY and NECG (from inception on May 1, 2012), which has been prepared by Chestnut Petroleum Dist. Inc.’s management, is provided below. | |||||||||||||||||
(in thousands) | |||||||||||||||||
Operating Data: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Total revenue | $ | 143,191 | $ | 136,505 | $ | 410,182 | $ | 368,300 | |||||||||
Gross profit | 10,054 | 8,201 | 29,841 | 26,575 | |||||||||||||
Net income (loss) | 1,243 | (808 | ) | 2,702 | 900 | ||||||||||||
Balance Sheet Data: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Current assets | $ | 16,227 | $ | 9,529 | |||||||||||||
Noncurrent assets | 25,323 | 21,326 | |||||||||||||||
Current liabilities | 10,372 | 4,800 | |||||||||||||||
Noncurrent liabilities | 18,878 | 21,624 | |||||||||||||||
Eviction proceedings are ongoing in the State of Connecticut against approximately 26 of Marketing’s former subtenants (or sub-subtenants) each of whom continue to occupy properties subject to our lease with NECG. These ongoing eviction proceedings have materially adversely impacted our tenant, NECG. The Connecticut Superior Court has ruled in our favor with respect to all of these locations. However, the operators against whom these Superior Court rulings were made have appealed the decisions and remain in occupancy of the subject sites during the pendency of such appeal. We remain confident that we will prevail in the appeal and, although no assurances can be given, we anticipate a favorable resolution of this matter in 2014. | |||||||||||||||||
In August 2013, we entered into an agreement to modify the lease with NECG. This lease modification agreement includes provisions under which we can recapture and sever 26 properties from the lease. As a result of the disruption and costs associated with the litigation, NECG was not current in its rent and certain other obligations due to us under its lease. We increased our accounts receivable bad debt reserves by approximately $1,152,000 in the second quarter of 2013 so that the total bad debt reserve related to NECG as of June 30, 2013 and September 30, 2013 is approximately $1,902,000 in aggregate. | |||||||||||||||||
We provide reserves for a portion of the recorded deferred rent receivable if circumstances indicate that a tenant will not make all of its contractual lease payments during the current lease term. Our assessments and assumptions regarding the recoverability of the deferred rent receivable are reviewed on an ongoing basis and such assessments and assumptions are subject to change. As a result of the developments with NECG described above, we concluded that it was probable that we would not receive from NECG the entire amount of the contractual lease payments owed to us under the unitary lease for the likely removal of properties and for rent payment deferrals previously agreed to related to the six months ended June 30, 2013. Accordingly, during the second quarter of 2013, we recorded a non-cash allowance for deferred rent receivable of $1,531,000. This non-cash allowance reduced our net earnings for the nine months ended September 30, 2013, but did not impact our cash flow from operating activities. | |||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
3. COMMITMENTS AND CONTINGENCIES | |
CREDIT RISK | |
In order to minimize our exposure to credit risk associated with financial instruments, we place our temporary cash investments, if any, with high credit quality institutions. Temporary cash investments, if any, are currently held in an overnight bank time deposit with JPMorgan Chase Bank, N.A. | |
LEGAL PROCEEDINGS | |
We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of September 30, 2013 and December 31, 2012, we had accrued an aggregate of $9,068,000 and $3,615,000, respectively, for certain of these matters which we believe were appropriate based on information then currently available. We have recorded provisions for litigation losses aggregating $5,471,000 and $128,000 for these matters during the nine months ended September 30, 2013 and 2012, respectively. We are unable to estimate ranges in excess of the amount accrued with any certainty for some of these matters. It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in our providing an accrual, or adjustments to the amounts recorded, for environmental litigation accruals. Matters related to our Newark, New Jersey Terminal and the Lower Passaic River and the MTBE multi-district litigation case, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. | |
Matters related to our Newark, New Jersey Terminal and the Lower Passaic River | |
In September 2003, we received a directive (the “Directive”) from the State of New Jersey Department of Environmental Protection (the “NJDEP”) notifying us that we are one of approximately 66 potentially responsible parties for natural resource damages resulting from discharges of hazardous substances into the Lower Passaic River. The Directive calls for an assessment of the natural resources that have been injured by the discharges into the Lower Passaic River and interim compensatory restoration for the injured natural resources. There has been no material activity with respect to the NJDEP Directive since early after its issuance. The 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. Effective May 2007, the United States Environmental Protection Agency (“EPA”) entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with over 70 parties comprising a Cooperating Parties Group (“CPG”) (many of whom are also named in the Directive) who have collectively agreed to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the Lower Passaic River. We are a party to the AOC and are a member of the CPG. The RI/FS is intended to address the investigation and evaluation of alternative remedial actions with respect to alleged damages to the Lower Passaic River, and is scheduled to be completed in or about 2015. On June 18, 2012, all members of the CPG except Occidental Chemical Corporation (“Occidental”) entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing. Similar to the RI/FS work, the CPG entered into an interim allocation for the costs of the river mile 10.9 work. The EPA issued a Unilateral Order to Occidental directing Occidental to participate and contribute to the cost of the river mile 10.9 work and discussions regarding Occidental’s participation in the river mile 10.9 work are ongoing. Concurrently, the EPA is preparing a proposed Focused Feasibility Study (“FFS”) that the EPA claims will address sediment issues in the lower eight miles of the Lower Passaic River. The RI/FS and 10.9 AOC do not resolve liability issues for remedial work or restoration of, or compensation for, natural resource damages to the Lower Passaic River, which are not known at this time. | |
In a related action, in December 2005, the State of New Jersey through various state agencies brought suit against certain companies which the State alleges are responsible for various categories of past and future damages resulting from discharges of hazardous substances to the Passaic River. In February 2009, certain of these defendants filed third-party complaints against approximately 300 additional parties, including us, seeking contribution for such parties’ proportionate share of response costs, cleanup and other damages, based on their relative contribution to pollution of the Passaic River and adjacent bodies of water. We believe that ChevronTexaco is contractually obligated to indemnify us, pursuant to an indemnification agreement, for most if not all of the conditions at the property identified by the NJDEP and the EPA. Accordingly, our potential range of loss including our ultimate legal and financial liability, if any, cannot be made with any certainty at this time. | |
Losses related to our Newark, New Jersey Terminal and the Lower Passaic River could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. | |
MTBE Litigation | |
We are defending against one remaining lawsuit of many brought by or on behalf of private and public water providers and governmental agencies. These cases alleged (and, as described below with respect to one remaining case, continue to allege) various theories of liability due to contamination of groundwater with methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) as the basis for claims seeking compensatory and punitive damages, and name as defendant approximately 50 petroleum refiners, manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE. During 2010, we agreed to, and subsequently paid, an aggregate of $2,025,000 to settle two plaintiff classes covering 52 cases and another case brought by the City of New York. Presently, we remain a defendant in one MTBE case involving multiple locations throughout the State of New Jersey brought by various governmental agencies of the State of New Jersey, including the NJDEP (the “New Jersey MDL Proceedings”). Although the ultimate outcome of the New Jersey MDL Proceedings cannot be ascertained at this time, we believe it is probable that this litigation will be resolved in a manner that is unfavorable to us. Preliminary settlement communications from the plaintiffs indicated that they were seeking $88,000,000 collectively from us, Marketing and Lukoil. Subsequent communications from the plaintiffs indicate that they are seeking approximately $24,000,000 from us. We have countered with a settlement offer on behalf of the Company only, which was rejected. We do not believe that plaintiffs’ settlement proposal is realistic given the legal theories and facts applicable to our activities and gas stations, and affirmative defenses available to us, all of which we believe have not been sufficiently developed in the proceedings. In addition, we are pursuing claims for insurance coverage that we believe is provided under pollution insurance policies previously obtained by Marketing and under which the Company is entitled to coverage; however, we have not yet confirmed whether and to what extent such coverage may actually be available. We are unable to estimate the range of loss in excess of the amount accrued with certainty for the New Jersey MDL Proceedings as we do not believe that plaintiff’s settlement proposal is realistic and there remains uncertainty as to the allegations in this case as they relate to us, our defenses to the claims, our rights to indemnification or contribution from other parties and the aggregate possible amount of damages for which we may be held liable. Our best estimate of the loss within a range of loss has been accrued for; however, it is possible that losses related to the New Jersey MDL Proceedings could result in a loss of up to $6,000,000 in excess of the amount accrued as of September 30, 2013 and such additional losses could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. |
CREDIT_AGREEMENT_AND_TERM_LOAN
CREDIT AGREEMENT AND TERM LOAN AGREEMENT | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
CREDIT AGREEMENT AND TERM LOAN AGREEMENT | ' |
4. CREDIT AGREEMENT AND TERM LOAN AGREEMENT | |
As of December 31, 2012, we were a party to a $175,000,000 amended and restated senior secured revolving credit agreement with a group of commercial banks led by JPMorgan Chase Bank, N.A. and a $25,000,000 amended term loan agreement with TD Bank, both of which were scheduled to mature in March 2013. As of December 31, 2012, borrowings under the credit agreement were $150,290,000 bearing interest at a rate of 3.25% per annum and borrowings under the term loan agreement were $22,030,000 bearing interest at a rate of 3.50% per annum. On February 25, 2013, the borrowings then outstanding under such credit agreement and term loan agreement were repaid with cash on hand and proceeds of the Credit Agreement and the Prudential Loan Agreement (both defined below). | |
On February 25, 2013, we entered into a $175,000,000 senior secured revolving credit agreement (the “Credit Agreement”) with a group of commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”), which is scheduled to mature in August 2015. Subject to the terms of the Credit Agreement, we have the option to extend the term of the Credit Agreement for one additional year to August 2016. The Credit Agreement allocates $25,000,000 of the total Bank Syndicate commitment to a term loan and $150,000,000 to a revolving credit facility. Subject to the terms of the Credit Agreement, we have the option to increase by $50,000,000 the amount of the revolving credit facility to $200,000,000. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 1.50% to 2.00% or a LIBOR rate plus a margin of 2.50% to 3.00% based on our leverage at the end of each quarterly reporting period. The annual commitment fee on the undrawn funds under the Credit Agreement is 0.30% to 0.40% based on our leverage at the end of each quarterly reporting period. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. | |
The Credit Agreement provides for security in the form of, among other items, mortgage liens on certain of our properties. The parties to the Credit Agreement and the Prudential Loan Agreement (as defined below) share the security pursuant to the terms of an inter-creditor agreement. The Credit Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Credit Agreement contains customary events of default, including default under the Prudential Loan Agreement, change of control and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Credit Agreement and prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under the Credit Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under the Prudential Loan Agreement. We may be prohibited from drawing funds against the revolving credit facility if there is a material adverse effect on our business, assets, prospects or condition. | |
On February 25, 2013, we entered into a $100,000,000 senior secured long-term loan agreement with the Prudential Insurance Company of America (the “Prudential Loan Agreement”), which matures in February 2021. The Prudential Loan Agreement bears interest at 6.00%. The Prudential Loan Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The parties to the Credit Agreement and the Prudential Loan Agreement share the security described above pursuant to the terms of an inter-creditor agreement. The Prudential Loan Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Prudential Loan Agreement contains customary events of default, including default under the Credit Agreement and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Prudential Loan Agreement and could result in the acceleration of our indebtedness under the Prudential Loan Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under our Credit Agreement. | |
Due to the near-term maturity of our outstanding debt as of December 31, 2012, the carrying value of the borrowings outstanding as of December 31, 2012 approximated fair value. As of September 30, 2013, the carrying value of the borrowings outstanding under the Credit Agreement and the Prudential Loan Agreement approximated fair value. The fair value of the projected average borrowings outstanding under our revolving credit agreements and the borrowings outstanding under our term loan agreements were determined using a discounted cash flow technique that incorporates a market interest yield curve based on market data obtained from sources independent of us that are observable at commonly quoted intervals and are defined by GAAP as Level 2 inputs in the Fair Value Hierarchy with adjustments for duration, optionality, risk profile and projected average borrowings outstanding or borrowings outstanding, which are based on unobservable Level 3 inputs. We classified our valuations of the borrowings outstanding under the Credit Agreement and the Term Loan Agreement entirely within Level 3 of the Fair Value Hierarchy. |
ENVIRONMENTAL_OBLIGATIONS
ENVIRONMENTAL OBLIGATIONS | 9 Months Ended |
Sep. 30, 2013 | |
Environmental Remediation Obligations [Abstract] | ' |
ENVIRONMENTAL OBLIGATIONS | ' |
5. ENVIRONMENTAL OBLIGATIONS | |
We are subject to numerous existing federal, state and local laws and regulations, including matters relating to the protection of the environment such as the remediation of known contamination and the retirement and decommissioning or removal of long-lived assets including buildings containing hazardous materials, USTs and other equipment. Environmental costs are principally attributable to remediation costs which include installing, operating, maintaining and decommissioning remediation systems, monitoring contamination and governmental agency reporting incurred in connection with contaminated properties. We seek reimbursement from state UST remediation funds related to these environmental costs where available. In July 2012, we purchased for $3,062,000 a ten-year pollution legal liability insurance policy covering all of our properties for pre-existing unknown environmental liabilities and new environmental events. The policy has a $50,000,000 aggregate limit and is subject to various self-insured retentions and other conditions and limitations. Our intention in purchasing this policy is to obtain protection predominantly for significant events. No assurances can be given that we will obtain a net financial benefit from this investment. | |
We enter into leases and various other agreements which allocate between the parties responsibility for known and unknown environmental liabilities at or relating to the subject premises. We are contingently liable for these environmental obligations in the event that the counterparty to the agreement does not satisfy them. | |
For all of our triple-net leases, our tenants are directly responsible for remediation of environmental contamination that arises during the term of their tenancy, for compliance with various environmental laws and regulations as the operators of our properties, and for the retirement and decommissioning or removal of all or a negotiated percentage of USTs and other equipment. Under the terms of our leases covering properties previously leased to Marketing, we have agreed to remediate environmental contamination that exists at the premises at the commencement of the lease and is either known at the time the lease commences or is discovered by the tenant during the first ten years of the lease term, to within applicable regulatory standards (“Closure”), at which time our environmental liability under the lease for remediation of that contamination will be deemed satisfied. Under most of our other triple net leases, responsibility for remediation of all environmental contamination discovered during the term of the lease (including contamination that existed prior to commencement of the lease) is contractually allocated to our tenant. | |
Under the Master Lease, Marketing was responsible to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted as well as remediation of environmental contamination Marketing caused and all unknown environmental liabilities discovered during the term of the Master Lease (collectively, the “Marketing Environmental Liabilities”). In the fourth quarter of 2011, we accrued for the Marketing Environmental Liabilities because we concluded that Marketing would not be able to perform them. A liability has not been accrued for environmental obligations that are the responsibility of any of our current tenants based on our tenant’s history of paying such obligations and/or our assessment of its financial ability and intent to pay such costs. However, there can be no assurance that our assessments are correct or that our tenants who have paid their obligations in the past will continue to do so. | |
As part of the triple-net leases whose term commenced through September 30, 2013, we transferred title of the USTs to our tenants and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted was fully or partially transferred to our new tenants. Accordingly, through September 30, 2013, we removed $12,136,000 of asset retirement obligations and $10,269,000 of net asset retirement costs related to USTs from our balance sheet. The cumulative net amount of $1,867,000 is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases. (See note 2 for additional information.) | |
It is possible that our assumptions regarding the ultimate allocation method and share of responsibility that we used to allocate environmental liabilities may change, which may result in material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We are required to accrue for environmental liabilities that we believe are allocable to others under various other agreements if we determine that it is probable that the counterparty will not meet its environmental obligations. The ultimate resolution of these matters could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. | |
The estimated future costs for known environmental remediation requirements are accrued when it is probable that a liability has been incurred and a reasonable estimate of fair value can be made. The accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds. | |
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 our liability for estimated environmental remediation obligations on a property by property basis, we consider 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. Environmental accruals are based on estimates which are subject to significant change, and are adjusted as the remediation treatment progresses, as circumstances change and as environmental contingencies become more clearly defined and reasonably estimable. | |
Environmental remediation obligations are initially measured at fair value based on their expected future net cash flows which have been adjusted for inflation and discounted to present value. As of September 30, 2013 and December 31, 2012, we had accrued $45,169,000 and $46,150,000, respectively, as our best estimate of the fair value of reasonably estimable environmental remediation obligations net of estimated recoveries and obligations to remove USTs. Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $2,119,000 and $2,250,000 of net accretion expense was recorded for the nine months ended September 30, 2013 and 2012, respectively, which is included in environmental expenses. In addition, during the nine months ended September 30, 2013 and 2012, we recorded credits to environmental expenses included in continuing operations and to earnings from operating activities in discontinued operations in our consolidated statements of operations aggregating $1,031,000 and $2,859,000, respectively, where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Environmental expenses also include project management fees, legal fees and provisions for environmental litigation loss reserves. | |
During the nine months ended September 30, 2013 and 2012, we increased the carrying value of certain of our properties by $8,657,000 and $4,420,000, respectively, due to increases in estimated remediation costs. The recognition, and subsequent changes in estimates, in environmental liabilities and the increase or decrease in carrying value of the properties are non-cash transactions which do not appear on the face of the consolidated statements of cash flows. Capitalized asset retirement costs are being depreciated over the estimated remaining life of the underground storage tank, a ten year period if the increase in carrying value related to environmental remediation obligations or such shorter period if circumstances warrant, such as the remaining lease term for properties we lease from others. Depreciation and amortization expense included in continuing operations and earnings from operating activities in discontinued operations in our consolidated statements of operations for the nine months ended September 30, 2013 and 2012 aggregated $1,648,000 and $4,492,000, respectively, for depreciation related to capitalized asset retirement costs. Capitalized asset retirement costs were $22,423,000 and $23,549,000 as of September 30, 2013 and December 31, 2012, respectively. | |
We cannot predict what environmental legislation or regulations may be enacted in the future or how existing laws or regulations will be administered or interpreted with respect to products or activities to which they have not previously been applied. We cannot predict if state UST fund programs will be administered and funded in the future in a manner that is consistent with past practices and if future environmental spending will continue to be eligible for reimbursement at historical recovery rates under these programs. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of the regulatory agencies or stricter interpretation of existing laws, which may develop in the future, could have an adverse effect on our financial position, or that of our tenants, and could require substantial additional expenditures for future remediation. | |
In view of the uncertainties associated with environmental expenditure contingencies, we are unable to estimate ranges in excess of the amount accrued with any certainty; however, we believe it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by us. Adjustments to accrued liabilities for environmental remediation obligations will be reflected in our financial statements as they become probable and a reasonable estimate of fair value can be made. Future environmental expenses could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. |
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
SHAREHOLDERS' EQUITY | ' | ||||||||||||||||||||
6. SHAREHOLDERS’ EQUITY | |||||||||||||||||||||
A summary of the changes in shareholders’ equity for the nine months ended September 30, 2013 is as follows (in thousands, except share amounts): | |||||||||||||||||||||
COMMON STOCK | PAID-IN | DIVIDENDS | |||||||||||||||||||
PAID | |||||||||||||||||||||
IN EXCESS | |||||||||||||||||||||
SHARES | AMOUNT | CAPITAL | OF EARNINGS | TOTAL | |||||||||||||||||
Balance, December 31, 2012 | 33,396,720 | $ | 334 | $ | 461,426 | $ | (89,011 | ) | $ | 372,749 | |||||||||||
Net earnings | 64,966 | 64,966 | |||||||||||||||||||
Dividends | (20,216 | ) | (20,216 | ) | |||||||||||||||||
Stock-based employee compensation expense | 160 | — | 744 | 744 | |||||||||||||||||
Balance, September 30, 2013 | 33,396,880 | $ | 334 | $ | 462,170 | $ | (44,261 | ) | $ | 418,243 | |||||||||||
We are authorized to issue 20,000,000 shares of preferred stock, par value $.01 per share, of which none were issued as of September 30, 2013 or December 31, 2012. |
PROPERTY_ACQUISTITIONS
PROPERTY ACQUISTITIONS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
PROPERTY ACQUISTITIONS | ' | ||||||||||||||||
7. PROPERTY ACQUISTITIONS | |||||||||||||||||
On May 9, 2013, we acquired 16 Mobil branded gasoline station and convenience store properties in the metro New York region and 20 Exxon and Shell branded gasoline station and convenience store properties located within the Washington, D.C. “Beltway” for $72,500,000 in two sale/leaseback transactions with subsidiaries of Capitol Petroleum Group, LLC (“Capitol”). The two new triple-net unitary leases have an initial term of 15 years plus three renewal options with provisions for rent escalations during the initial and renewal terms. As triple-net lessees, our tenants in this acquisition are required to pay all amounts pertaining to the properties subject to the unitary leases, including environmental expenses, taxes, assessments, licenses and permit fees, charges for public utilities and all governmental charges. We utilized $11,500,000 of proceeds from 1031 exchanges, $57,500,000 of borrowings under our Credit Agreement and cash on hand to fund this acquisition. | |||||||||||||||||
We accounted for these transactions as business combinations. We estimated the fair value of acquired tangible assets (consisting of land, buildings and equipment) “as if vacant.” Based on these estimates, we allocated $62,365,000 of the purchase price to land, buildings and equipment, $6,267,000 to direct financing leases and $3,868,000 to in-place leases and other intangible assets. Revenues from rental properties and income from continuing operations in our statements of operations for the nine months ended September 30, 2013 include $2,501,000 and $1,577,000, respectively, related to these acquisitions. We incurred transaction costs of $476,000 directly related to acquisitions which are included in general and administrative expenses in our consolidated statements of operations. The future contractual minimum annual rent receivable from Capitol on a calendar year basis is as follows: 2013 — $3,762,000, 2014 — $5,830,000, 2015 — $5,830,000, 2016 — $5,908,000, 2017 — $6,026,000, 2018 — $6,147,000 and $64,195,000 thereafter. | |||||||||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION | |||||||||||||||||
The following unaudited pro forma condensed consolidated financial information has been prepared utilizing our historical financial statements and the combined effect of additional revenue and expenses from the properties acquired from Capitol assuming that the acquisitions had occurred as of the beginning of the earliest period presented, after giving effect to certain adjustments including: (a) rental income adjustments resulting from the straight-lining of scheduled rent increases; and (b) rental income adjustments resulting from the recognition of revenue under direct financing leases over the lease term using the effective interest rate method which produces a constant periodic rate of return on the net investment in the leased properties. The following information also gives effect to the additional interest expense resulting from the assumed increase in borrowings outstanding under the Credit Agreement to fund the acquisition and the elimination of acquisition costs. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisition from Capitol reflected herein been consummated on the dates indicated or that will be achieved in the future. | |||||||||||||||||
(in thousands, except per share data) | Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenues | $ | 29,258 | $ | 23,901 | $ | 80,188 | $ | 78,933 | |||||||||
Net earnings (loss) | $ | 41,877 | $ | (2,646 | ) | $ | 66,215 | $ | 9,143 | ||||||||
Basic and diluted net earnings (loss) per common share | $ | 1.25 | $ | (0.08 | ) | $ | 1.98 | $ | 0.27 |
GENERAL_Policies
GENERAL (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation: The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries. We are a real estate investment trust (“REIT”) specializing in the ownership, leasing and financing of retail motor fuel and convenience store properties. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Use of Estimates, Judgments and Assumptions | ' | ||||||||||||||||
Use of Estimates, Judgments and Assumptions: The financial statements have been prepared in conformity with GAAP, which requires management to make 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. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, receivables, deferred rent receivable, net investment in direct financing leases, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, environmental remediation obligations, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties, and as a result, actual results could differ materially from these estimates. | |||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
Subsequent events: We evaluated subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements. | |||||||||||||||||
Fair Value Hierarchy | ' | ||||||||||||||||
Fair Value Hierarchy: The preparation of financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1”— inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2”— inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3”— inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis. | |||||||||||||||||
We had a receivable of $2,972,000 as of December 31, 2012, that was measured at fair value on a recurring basis using Level 3 inputs. Pursuant to the terms of the Litigation Funding Agreement (as defined below), in the third quarter of 2013, we received a payment of $25,096,000 related to this receivable. We elected to account for the advances, accrued interest and litigation reimbursements due to us pursuant to the Litigation Funding Agreement on a fair value basis. We used unobservable inputs based on comparable transactions when determining the fair value of the Litigation Funding Agreement. We concluded that the terms of the Litigation Funding Agreement are within a range of terms representing the market for such arrangements when considering the unique circumstances particular to the counterparties to such funding agreements. These inputs include the potential outcome of the litigation related to the Lukoil Complaint including the probability of the Marketing Estate prevailing in its lawsuit and the potential amount that may be recovered by the Marketing Estate from Lukoil (as such capitalized terms are defined below). We also applied a discount factor commensurate with the risk that the Marketing Estate may not prevail in its lawsuit. We considered that fair value is defined as an amount of consideration that would be exchanged between a willing buyer and seller. | |||||||||||||||||
We have mutual fund assets that are measured at fair value on a recurring basis using Level 1 inputs. We have a Supplemental Retirement Plan for executives and other senior management employees. The amounts held in trust under the Supplemental Retirement Plan may be used to satisfy claims of general creditors in the event of the Company’s or any of its subsidiaries’ bankruptcy. We have liability to the employees participating in the Supplemental Retirement Plan for the participant account balances equal to the aggregate of the amount invested at the employees’ direction and the income earned in such mutual funds. | |||||||||||||||||
We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of September 30, 2013 and December 31, 2012 of $7,173,000 and $4,967,000, respectively, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates. | |||||||||||||||||
The following summarizes as of September 30, 2013 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy: | |||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | |||||||||||||||||
Mutual funds | $ | 3,232 | $ | — | $ | — | $ | 3,232 | |||||||||
Liabilities | |||||||||||||||||
Deferred Compensation | $ | 3,232 | $ | — | $ | — | $ | 3,232 | |||||||||
The following summarizes as of December 31, 2012 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy: | |||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | |||||||||||||||||
Receivable | $ | — | $ | — | $ | 2,972 | $ | 2,972 | |||||||||
Mutual funds | $ | 3,013 | $ | — | $ | — | $ | 3,013 | |||||||||
Liabilities | |||||||||||||||||
Deferred Compensation | $ | 3,013 | $ | — | $ | — | $ | 3,013 | |||||||||
Discontinued Operations | ' | ||||||||||||||||
Discontinued Operations: We report as discontinued operations 131 properties which meet the criteria to be accounted for as held for sale in accordance with GAAP as of the end of the current period and certain properties disposed of during the periods presented. Discontinued operations, including gains and losses, impairment charges and the operating results for properties disposed of in 2013 and 2012 and impairment charges and operating results of properties classified as held for sale, are included in a separate component of income in our consolidated statements of operations. The operating results and impairment charges of such properties for the three and nine months ended 2012 have also been reclassified to discontinued operations to conform to the 2013 presentation. The properties currently being marketed for sale have a net carrying value aggregating $30,061,000 and are included in real estate held for sale, net in our consolidated balance sheets. | |||||||||||||||||
The revenue from rental properties, impairment charges, other operating expenses and gains from dispositions of real estate related to these properties are as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues from rental properties | $ | 591 | $ | 1,208 | $ | 2,185 | $ | 8,781 | |||||||||
Impairment charges | (2,727 | ) | (6,407 | ) | (6,353 | ) | (7,633 | ) | |||||||||
Other operating (expenses) credit | 1,716 | (1,997 | ) | 495 | (8,752 | ) | |||||||||||
Loss from operating activities | (420 | ) | (7,196 | ) | (3,673 | ) | (7,604 | ) | |||||||||
Gains from dispositions of real estate | 27,002 | 576 | 39,608 | 3,819 | |||||||||||||
Earnings (loss) from discontinued operations | $ | 26,582 | $ | (6,620 | ) | $ | 35,935 | $ | (3,785 | ) | |||||||
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | ' | ||||||||||||||||
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. We review and adjust as necessary our depreciation estimates and method when long-lived assets are tested for recoverability. Assets held for disposal are written down to fair value less estimated disposition costs. | |||||||||||||||||
We recorded non-cash impairment charges aggregating $3,265,000 and $7,717,000 for the three and nine months ended September 30, 2013, respectively and $7,406,000 and $10,552,000 for the three and nine months ended September 30, 2012, respectively, in continuing operations and in discontinued operations. We record non-cash impairment charges and reduce the carrying amount of properties held for use to fair value where the carrying amount of the property exceeded the projected undiscounted cash flows expected to be received during the assumed holding period which includes the estimated sales value expected to be received at disposition. We record non-cash impairment charges and reduce the carrying amount of properties held for sale to fair value less disposal costs. The non-cash impairment charges recorded during the nine months ended September 30, 2013 and 2012 were attributable to reductions in the assumed holding period used to test for impairment, reductions in our estimates of value for properties held for sale and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The estimated fair value of real estate is based on the price that would be received to sell the property in an orderly transaction between market participants at the measurement date. The internal valuation techniques that we used included discounted cash flow analysis, an income capitalization approach on prevailing or earnings multiples applied to earnings from the property, analysis of recent comparable lease and sales transactions, actual leasing or sale negotiations, bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the fair value hierarchy. These unobservable inputs include assumed holding periods ranging up to 15 years, assumed average rent increases ranging up to 2.0% annually, income capitalized at a rate of 8.0% and cash flows discounted at a rate of 7.0%. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale. | |||||||||||||||||
Unaudited, Interim Financial Statements | ' | ||||||||||||||||
Unaudited, Interim Financial Statements: The consolidated financial statements are unaudited but, in our opinion, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair statement of the results for the periods presented. These statements should be read in conjunction with the consolidated financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2012. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes: We and our subsidiaries file a consolidated federal income tax return. Effective January 1, 2001, we elected to qualify, and believe we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our shareholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Although tax returns for the years 2009, 2010 and 2011, and tax returns which will be filed for the year ended 2012, remain open to examination by federal and state tax jurisdictions under the respective statute of limitations, we have not currently identified any uncertain tax positions related to those years and, accordingly, have not accrued for uncertain tax positions as of December 31, 2012. | |||||||||||||||||
In the third quarter of 2013, we submitted to the Internal Revenue Service a request seeking a ruling that a portion of the payments we received from the Marketing Estate related to the Litigation Funding Agreement, (see note 2 for additional information regarding the Lukoil Settlement and the Litigation Funding Agreement), be treated either as qualifying income or excluded from gross income for the purposes of the REIT qualification gross income tests either as a matter of law or pursuant to the discretionary authority granted by Congress to the Internal Revenue Service to determine whether certain types of income are an outgrowth of a REIT’s business of owning and operating real estate. The tests provide that 95% and 75% of a REIT’s gross income must be derived from qualified passive income sources as defined in the respective tests, such as rents from real properties. If we do not receive a favorable ruling on this matter we may incur a tax liability equal to (A) to the greater of the amount by which we fail to meet either the 95% or 75% income test multiplied (B) by the fraction the numerator of which is our net income (determined in a certain manner) and the denominator of which is our gross income for the tax year. Income excluded from gross income for the purposes of the REIT qualification gross income tests is; however, included in the calculation of taxable income and in the determination of distributions required as a REIT to be made to our shareholders. Based on prior administrative practices and rulings regarding similar circumstances made by the Internal Revenue Service, we believe that we will receive a favorable ruling from the Internal Revenue Service; therefore, we have not accrued for taxes or penalties related to this uncertain tax position as of September 30, 2013. An unfavorable outcome of this matter could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. | |||||||||||||||||
Earnings Per Common Share | ' | ||||||||||||||||
Earnings per Common Share: Basic earnings per common share gives effect, utilizing the two-class method, to the potential dilution from the issuance of common shares in settlement of restricted stock units (“RSUs” or “RSU”) which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic earnings per common share is computed by dividing net earnings less dividend equivalents attributable to RSUs by the weighted-average number of common shares outstanding during the year. Diluted earnings per common share, also gives effect to the potential dilution from the exercise of stock options utilizing the treasury stock method. | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Earnings from continuing operations | $ | 15,295 | $ | 3,155 | $ | 29,031 | $ | 10,431 | |||||||||
Less dividend equivalents attributable to restricted stock units outstanding | (134 | ) | (27 | ) | (255 | ) | (67 | ) | |||||||||
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation | 15,161 | 3,128 | 28,776 | 10,364 | |||||||||||||
Earnings (loss) from discontinued operations | 26,582 | (6,620 | ) | 35,935 | (3,785 | ) | |||||||||||
Net earnings (loss) attributable to common shareholders used for basic earnings per share calculation | $ | 41,743 | $ | (3,492 | ) | $ | 64,711 | $ | 6,579 | ||||||||
Basic and diluted weighted-average number of common shares outstanding | 33,397 | 33,396 | 33,397 | 33,395 | |||||||||||||
Restricted stock units outstanding at the end of the period | 296 | 216 | 296 | 216 |
GENERAL_Tables
GENERAL (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following summarizes as of September 30, 2013 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy: | |||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | |||||||||||||||||
Mutual funds | $ | 3,232 | $ | — | $ | — | $ | 3,232 | |||||||||
Liabilities | |||||||||||||||||
Deferred Compensation | $ | 3,232 | $ | — | $ | — | $ | 3,232 | |||||||||
The following summarizes as of December 31, 2012 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy: | |||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | |||||||||||||||||
Receivable | $ | — | $ | — | $ | 2,972 | $ | 2,972 | |||||||||
Mutual funds | $ | 3,013 | $ | — | $ | — | $ | 3,013 | |||||||||
Liabilities | |||||||||||||||||
Deferred Compensation | $ | 3,013 | $ | — | $ | — | $ | 3,013 | |||||||||
Schedule of Earnings (Loss) from Discontinued Operations | ' | ||||||||||||||||
The revenue from rental properties, impairment charges, other operating expenses and gains from dispositions of real estate related to these properties are as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues from rental properties | $ | 591 | $ | 1,208 | $ | 2,185 | $ | 8,781 | |||||||||
Impairment charges | (2,727 | ) | (6,407 | ) | (6,353 | ) | (7,633 | ) | |||||||||
Other operating (expenses) credit | 1,716 | (1,997 | ) | 495 | (8,752 | ) | |||||||||||
Loss from operating activities | (420 | ) | (7,196 | ) | (3,673 | ) | (7,604 | ) | |||||||||
Gains from dispositions of real estate | 27,002 | 576 | 39,608 | 3,819 | |||||||||||||
Earnings (loss) from discontinued operations | $ | 26,582 | $ | (6,620 | ) | $ | 35,935 | $ | (3,785 | ) | |||||||
Schedule of Earnings Per Share | ' | ||||||||||||||||
Diluted earnings per common share, also gives effect to the potential dilution from the exercise of stock options utilizing the treasury stock method. | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Earnings from continuing operations | $ | 15,295 | $ | 3,155 | $ | 29,031 | $ | 10,431 | |||||||||
Less dividend equivalents attributable to restricted stock units outstanding | (134 | ) | (27 | ) | (255 | ) | (67 | ) | |||||||||
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation | 15,161 | 3,128 | 28,776 | 10,364 | |||||||||||||
Earnings (loss) from discontinued operations | 26,582 | (6,620 | ) | 35,935 | (3,785 | ) | |||||||||||
Net earnings (loss) attributable to common shareholders used for basic earnings per share calculation | $ | 41,743 | $ | (3,492 | ) | $ | 64,711 | $ | 6,579 | ||||||||
Basic and diluted weighted-average number of common shares outstanding | 33,397 | 33,396 | 33,397 | 33,395 | |||||||||||||
Restricted stock units outstanding at the end of the period | 296 | 216 | 296 | 216 |
LEASES_Tables
LEASES (Tables) (CPD NY and NECG [Member]) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
CPD NY and NECG [Member] | ' | ||||||||||||||||
Summary of Selected Financial Data | ' | ||||||||||||||||
The selected combined unaudited financial data of CPD NY and NECG (from inception on May 1, 2012), which has been prepared by Chestnut Petroleum Dist. Inc.’s management, is provided below. | |||||||||||||||||
(in thousands) | |||||||||||||||||
Operating Data: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Total revenue | $ | 143,191 | $ | 136,505 | $ | 410,182 | $ | 368,300 | |||||||||
Gross profit | 10,054 | 8,201 | 29,841 | 26,575 | |||||||||||||
Net income (loss) | 1,243 | (808 | ) | 2,702 | 900 | ||||||||||||
Balance Sheet Data: | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Current assets | $ | 16,227 | $ | 9,529 | |||||||||||||
Noncurrent assets | 25,323 | 21,326 | |||||||||||||||
Current liabilities | 10,372 | 4,800 | |||||||||||||||
Noncurrent liabilities | 18,878 | 21,624 |
SHAREHOLDERS_EQUITY_Tables
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Summary of Changes in Shareholders' Equity | ' | ||||||||||||||||||||
A summary of the changes in shareholders’ equity for the nine months ended September 30, 2013 is as follows (in thousands, except share amounts): | |||||||||||||||||||||
COMMON STOCK | PAID-IN | DIVIDENDS | |||||||||||||||||||
PAID | |||||||||||||||||||||
IN EXCESS | |||||||||||||||||||||
SHARES | AMOUNT | CAPITAL | OF EARNINGS | TOTAL | |||||||||||||||||
Balance, December 31, 2012 | 33,396,720 | $ | 334 | $ | 461,426 | $ | (89,011 | ) | $ | 372,749 | |||||||||||
Net earnings | 64,966 | 64,966 | |||||||||||||||||||
Dividends | (20,216 | ) | (20,216 | ) | |||||||||||||||||
Stock-based employee compensation expense | 160 | — | 744 | 744 | |||||||||||||||||
Balance, September 30, 2013 | 33,396,880 | $ | 334 | $ | 462,170 | $ | (44,261 | ) | $ | 418,243 | |||||||||||
PROPERTY_ACQUISTITIONS_Tables
PROPERTY ACQUISTITIONS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Pro Forma Condensed Financial Information | ' | ||||||||||||||||
The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisition from Capitol reflected herein been consummated on the dates indicated or that will be achieved in the future. | |||||||||||||||||
(in thousands, except per share data) | Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenues | $ | 29,258 | $ | 23,901 | $ | 80,188 | $ | 78,933 | |||||||||
Net earnings (loss) | $ | 41,877 | $ | (2,646 | ) | $ | 66,215 | $ | 9,143 | ||||||||
Basic and diluted net earnings (loss) per common share | $ | 1.25 | $ | (0.08 | ) | $ | 1.98 | $ | 0.27 |
GENERAL_Additional_Information
GENERAL - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' | ' |
Legal settlements received | $3,126,000 | ' | $3,126,000 | ' | ' |
Number of real estate properties held for sale | ' | ' | 131 | ' | ' |
Real estate held for sale, net | 30,061,000 | ' | 30,061,000 | ' | 25,340,000 |
Impairment charges | 3,265,000 | 7,406,000 | 7,717,000 | 10,552,000 | ' |
Description of tax liability based upon IRS ruling | ' | ' | 'If we do not receive a favorable ruling on this matter we may incur a tax liability equal to (A)B to the greater of the amount by which we fail to meet either the 95% or 75% income test multiplied (B)B by the fraction the numerator of which is our net income (determined in a certain manner) and the denominator of which is our gross income for the tax year. | ' | ' |
Litigation Funding Agreement [Member] | ' | ' | ' | ' | ' |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' | ' |
Legal settlements received | 25,096,000 | ' | ' | ' | ' |
Reit Qualification Test Gross Income Percentage One [Member] | ' | ' | ' | ' | ' |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' | ' |
REIT's gross income | ' | ' | 95.00% | ' | ' |
Reit Qualification Test Gross Income Percentage Two [Member] | ' | ' | ' | ' | ' |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' | ' |
REIT's gross income | ' | ' | 75.00% | ' | ' |
Level 3 inputs [Member] | ' | ' | ' | ' | ' |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' | ' |
Assumed holding periods for unobservable inputs | ' | ' | '15 years | ' | ' |
Assumed annual average rent increases for unobservable inputs | ' | ' | 2.00% | ' | ' |
Rate of income capitalization for unobservable inputs | ' | ' | 8.00% | ' | ' |
Cash flows discounted rate for unobservable inputs | ' | ' | 7.00% | ' | ' |
Level 3 inputs [Member] | Fair Value, Measurements, Nonrecurring [Member] | ' | ' | ' | ' | ' |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ' | ' | ' | ' | ' |
Accounts Receivable, Fair Value Disclosure | ' | ' | ' | ' | 2,972,000 |
Impaired real estate assets measured at fair value | $7,173,000 | ' | $7,173,000 | ' | $4,967,000 |
GENERAL_Schedule_of_Assets_and
GENERAL - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | $3,232 | $3,013 |
Receivable [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | ' | 2,972 |
Deferred Compensation [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of liabilities | 3,232 | 3,013 |
Fair Value, Inputs, Level 1 [Member] | Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | 3,232 | 3,013 |
Fair Value, Inputs, Level 1 [Member] | Receivable [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | ' | ' |
Fair Value, Inputs, Level 1 [Member] | Deferred Compensation [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of liabilities | 3,232 | 3,013 |
Fair Value, Inputs, Level 2 [Member] | Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | ' | ' |
Fair Value, Inputs, Level 2 [Member] | Receivable [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | ' | ' |
Fair Value, Inputs, Level 2 [Member] | Deferred Compensation [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of liabilities | ' | ' |
Level 3 inputs [Member] | Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | ' | ' |
Level 3 inputs [Member] | Receivable [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of assets | ' | 2,972 |
Level 3 inputs [Member] | Deferred Compensation [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value of liabilities | ' | ' |
GENERAL_Schedule_of_Earnings_L
GENERAL - Schedule of Earnings (Loss) from Discontinued Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Loss from operating activities | ($420) | ($7,196) | ($3,673) | ($7,604) |
Gains from dispositions of real estate | 27,002 | 576 | 39,608 | 3,819 |
Earnings (loss) from discontinued operations | 26,582 | -6,620 | 35,935 | -3,785 |
Segment, Discontinued Operations [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenues from rental properties | 591 | 1,208 | 2,185 | 8,781 |
Impairment charges | -2,727 | -6,407 | -6,353 | -7,633 |
Other operating (expenses) credit | 1,716 | -1,997 | 495 | -8,752 |
Loss from operating activities | -420 | -7,196 | -3,673 | -7,604 |
Gains from dispositions of real estate | 27,002 | 576 | 39,608 | 3,819 |
Earnings (loss) from discontinued operations | $26,582 | ($6,620) | $35,935 | ($3,785) |
GENERAL_Schedule_of_Earnings_P
GENERAL - Schedule of Earnings Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Earnings from continuing operations | $15,295 | $3,155 | $29,031 | $10,431 |
Less dividend equivalents attributable to restricted stock units outstanding | -134 | -27 | -255 | -67 |
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation | 15,161 | 3,128 | 28,776 | 10,364 |
Earnings (loss) from discontinued operations | 26,582 | -6,620 | 35,935 | -3,785 |
Net earnings (loss) attributable to common shareholders used for basic earnings per share calculation | $41,743 | ($3,492) | $64,711 | $6,579 |
Basic and diluted weighted-average number of common shares outstanding | 33,397 | 33,396 | 33,397 | 33,395 |
Restricted stock units outstanding at the end of the period | 296 | 216 | 296 | 216 |
LEASES_Additional_Information_
LEASES - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 29, 2013 | Aug. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Property | Property | Property | Tenants | Property | Property | NECG Holdings Corp [Member] | NECG Holdings Corp [Member] | NECG Holdings Corp [Member] | NECG Holdings Corp [Member] | CPD NY and NECG [Member] | CPD NY [Member] | CPD NY [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Litigation Funding Agreement [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Master Lease [Member] | USTs [Member] | Third Parties [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | Getty Petroleum Marketing [Member] | ||
Portfolios | Portfolios | Portfolios | Gasoline Station and Convenience Store Properties [Member] | Property | Gasoline Station and Convenience Store Properties [Member] | Property | Trade Accounts Receivable Balance Due From Marketing [Member] | Accounts Receivable [Member] | Additional Income Attributed To Master Lease [Member] | Scenario, Forecast [Member] | Litigation Funding Agreement [Member] | Litigation Funding Agreement [Member] | Litigation Funding Agreement [Member] | Litigation Funding Agreement [Member] | Litigation Funding Agreement [Member] | Post Petition Priority Claims [Member] | Property | Property | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | Marketing Estate [Member] | |||||||||||||
State | Property | State | Property | Lease | Property | Lukoil Complaint [Member] | Legal Fees [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | Allowance for Doubtful Accounts [Member] | ||||||||||||||||||||||||
State | Increase In General And Administrative Expenses In Continuing Operations [Member] | Decrease In Operating Earnings Included In Discontinued Operations [Member] | Decrease In General And Administrative Expenses In Continuing Operations [Member] | Increase In Operating Earnings Included In Discontinued Operations [Member] | Trade Accounts Receivable Balance Due From Marketing [Member] | |||||||||||||||||||||||||||||||||||
Leases [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties | 1,016 | ' | ' | ' | 1,016 | 1,016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 891 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of states in which our properties are located | 21 | ' | ' | ' | 21 | 21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties previously leased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties previously leased to GPMI | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 630 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum dollar amount of loans to the Marketing Estate per agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,725,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate per annum on funds advanced to the Marketing Estate for expert witnesses and wind down expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate per annum on funds advanced for legal fees and expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of gross proceeds from the Lukoil complaint | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount advanced to the Marketing Estate for wind down expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,526,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collective payment by or on behalf of the defendants | 3,126,000 | ' | ' | ' | ' | 3,126,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,096,000 | 13,994,000 | 7,976,000 | 3,126,000 | 93,000,000 | 25,096,000 | ' | ' | ' | 1,300,000 | 6,585,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bad debt reserve | ' | ' | ' | ' | ' | -21,006,000 | 16,524,000 | 1,152,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 567,000 | 8,788,000 | 22,782,000 | 15,654,000 | 12,145,000 | 3,509,000 | 17,675,000 | 5,107,000 | 13,994,000 |
Number of new triple net leases we've entered into | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of leased properties with new tenants | ' | ' | ' | ' | ' | 443 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Properties under license agreements | 110 | ' | ' | ' | 110 | 110 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Properties previously subject to the Master Lease that are vacant and marked for sale | ' | ' | ' | ' | ' | 70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Separate property portfolios | 10 | ' | ' | ' | 10 | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of petroleum lease properties | ' | ' | ' | ' | ' | 443 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unitary triple-net lease agreements initial terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unitary triple-net lease agreements successive terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum lease commitment for capital expenditure | ' | ' | ' | ' | ' | 14,080,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of asset retirement obligations removed from the balance sheet | ' | ' | ' | ' | ' | 12,136,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net asset costs related to USTs removed from the balance Sheet | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,269,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred rental revenue | 1,867,000 | ' | ' | ' | 1,867,000 | 1,867,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease origination costs | 3,512,000 | ' | ' | ' | 3,512,000 | 3,512,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties disposed | 17 | ' | 25 | 14 | ' | 94 | 29 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property held for sale | 30,061,000 | ' | 25,340,000 | ' | 30,061,000 | 30,061,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from rental properties included in continuing operations | 25,425,000 | ' | ' | 21,591,000 | ' | 72,360,000 | 72,078,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues due or received from Marketing under the Master Lease | ' | ' | ' | 102,000 | ' | ' | 17,653,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real estate taxes paid that are reimbursable by tenants | 3,827,000 | ' | ' | 2,325,000 | ' | 10,920,000 | 9,769,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss realized under interim fuel supply agreements | 1,339,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net gain realized under interim fuel supply agreements | ' | ' | ' | ' | ' | ' | 1,003,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue Recognition Adjustments Included in Continuing Operations Increased Rental Revenue | 2,203,000 | ' | ' | 1,459,000 | ' | 5,947,000 | 2,994,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in direct financing lease | 97,436,000 | ' | 91,904,000 | ' | 97,436,000 | 97,436,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments in direct financing lease, minimum lease payments receivable | 206,381,000 | ' | ' | ' | 206,381,000 | 206,381,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in direct financing lease, unguaranteed estimated residual value | 13,979,000 | ' | ' | ' | 13,979,000 | 13,979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in direct financing lease, deferred income | 122,924,000 | ' | ' | ' | 122,924,000 | 122,924,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of leased properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84 | 143 | ' | 59 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of unitary leases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease revenue percentage | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | 21.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Marketing Former Subtenants | ' | ' | ' | ' | 26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties recapture and sever from NECG | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bad debt reserve, total | ' | ' | ' | ' | ' | ' | ' | 1,902,000 | ' | 1,902,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash allowances for deferred rental receivable | ' | $1,531,000 | ' | ' | ' | $1,531,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LEASES_Summary_of_Selected_Fin
LEASES - Summary of Selected Financial Data (Detail) (CPD NY and NECG [Member], USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
CPD NY and NECG [Member] | ' | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' | ' |
Total revenue | $143,191 | $136,505 | $410,182 | $368,300 | ' |
Gross profit | 10,054 | 8,201 | 29,841 | 26,575 | ' |
Net income (loss) | 1,243 | -808 | 2,702 | 900 | ' |
Current assets | 16,227 | ' | 16,227 | ' | 9,529 |
Noncurrent assets | 25,323 | ' | 25,323 | ' | 21,326 |
Current liabilities | 10,372 | ' | 10,372 | ' | 4,800 |
Noncurrent liabilities | $18,878 | ' | $18,878 | ' | $21,624 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Feb. 28, 2009 | Sep. 30, 2003 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-07 | Sep. 30, 2013 | Dec. 31, 2010 | |
Parties | Parties | Cases | Subsequent [Member] | Initial [Member] | MTBE [Member] | MTBE [Member] | MTBE [Member] | |||
Defendant | Parties | Cases | ||||||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued legal matters | ' | ' | $9,068,000 | ' | $3,615,000 | ' | ' | ' | ' | ' |
Provisions for litigation losses | ' | ' | 5,471,000 | 128,000 | ' | ' | ' | ' | ' | ' |
Number of potentially responsible parties for Lower Passaic River damages | ' | 66 | ' | ' | ' | ' | ' | ' | ' | ' |
Parties to perform a remedial investigation and feasibility study | ' | ' | ' | ' | ' | ' | ' | 70 | ' | ' |
Number of additional parties | 300 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Petroleum refiners, manufacturers, distributors and retailers | ' | ' | ' | ' | ' | ' | ' | ' | 50 | ' |
Agreements to settle | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,025,000 |
Classes settled | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Claims settled, number of cases | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52 |
Number of cases in which we remain a defendant | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Settlement claims from the plaintiffs | ' | ' | ' | ' | ' | 88,000,000 | 24,000,000 | ' | ' | ' |
Losses related to New Jersey MDL proceedings. | ' | ' | $6,000,000 | ' | ' | ' | ' | ' | ' | ' |
CREDIT_AGREEMENT_AND_TERM_LOAN1
CREDIT AGREEMENT AND TERM LOAN AGREEMENT - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Line of Credit Facility [Line Items] | ' | ' |
Senior secured revolving credit agreement | $175,000,000 | $175,000,000 |
Amount of amended term loan agreement | 100,000,000 | 25,000,000 |
Senior secured revolving credit agreement, expiration date | 31-Aug-15 | 31-Mar-13 |
Amended term loan agreement, expiration date | 28-Feb-21 | 31-Mar-13 |
Borrowings under credit agreement | 63,500,000 | 150,290,000 |
Annual bearing interest rate for credit agreement | ' | 3.25% |
Borrowings outstanding | 100,000,000 | 22,030,000 |
Interest rate of term loan | 6.00% | 3.50% |
Credit agreement initiation date | 25-Feb-13 | ' |
Extension of credit agreement | '1 year | ' |
Total bank syndicate commitment allocated to term loan | 25,000,000 | ' |
Total Bank Syndicate commitment allocated to a revolving facility | 150,000,000 | ' |
Amount of rate increase in case of default | 2.00% | ' |
Senior secured term loan, issuance date | 25-Feb-13 | ' |
Amount of rate increase in case of default | 2.00% | ' |
Term Loan [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Borrowings outstanding | ' | 22,030,000 |
Revolving Credit Facility [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Option to increase credit facility | 50,000,000 | ' |
Maximum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit agreement margin on borrowing base rate | 2.00% | ' |
Annual commitment fee on undrawn funds | 0.40% | ' |
Maximum [Member] | Revolving Credit Facility [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit facility amount | $200,000,000 | ' |
Minimum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit agreement margin on borrowing base rate | 1.50% | ' |
Annual commitment fee on undrawn funds | 0.30% | ' |
LIBOR [Member] | Maximum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit agreement margin on borrowing base rate | 3.00% | ' |
LIBOR [Member] | Minimum [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Credit agreement margin on borrowing base rate | 2.50% | ' |
ENVIRONMENTAL_OBLIGATIONS_Addi
ENVIRONMENTAL OBLIGATIONS - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Environmental Matters And Other Commitments And Contingencies [Line Items] | ' | ' | ' | ' |
Payment for pollution legal liability insurance policy | $3,062,000 | ' | ' | ' |
Pollution legal liability insurance policy duration | ' | '10 years | ' | ' |
Pollution legal liability insurance policy aggregate limit | ' | 50,000,000 | ' | ' |
Remediation agreement of lease | ' | 'We have agreed to remediate environmental contamination that exists at the premises at the commencement of the lease and is either known at the time the lease commences or is discovered by the tenant during the first ten years of the lease term | ' | ' |
Asset retirement obligations removed from balance sheet | ' | 12,136,000 | ' | ' |
Deferred rental revenue | ' | 1,867,000 | ' | ' |
Environmental remediation obligations | ' | 45,169,000 | ' | 46,150,000 |
Accretion expense | ' | 2,119,000 | 2,250,000 | ' |
The amount of credits to environmental expenses | ' | 1,031,000 | 2,859,000 | ' |
Increase in carrying value of property | ' | 8,657,000 | 4,420,000 | ' |
Estimated remaining useful life of underground storage tank for capitalized asset retirement costs | ' | '10 years | ' | ' |
Depreciation and amortization expense for capitalized asset retirement costs | ' | 1,648,000 | 4,492,000 | ' |
Capitalized asset retirement costs | ' | 22,423,000 | ' | 23,549,000 |
USTs [Member] | ' | ' | ' | ' |
Environmental Matters And Other Commitments And Contingencies [Line Items] | ' | ' | ' | ' |
Net asset cost related to USTs removed from the balance sheet | ' | $10,269,000 | ' | ' |
SHAREHOLDERS_EQUITY_Summary_of
SHAREHOLDERS' EQUITY - Summary of Changes in Shareholders' Equity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Shareholders Equity [Line Items] | ' | ' | ' | ' |
Beginning balance, value | ' | ' | $372,749 | ' |
Net earnings | 41,877 | -3,465 | 64,966 | 6,646 |
Dividends | ' | ' | -20,216 | ' |
Stock-based employee compensation expense, value | ' | ' | 744 | ' |
Ending balance, value | 418,243 | ' | 418,243 | ' |
Common Stock [Member] | ' | ' | ' | ' |
Shareholders Equity [Line Items] | ' | ' | ' | ' |
Beginning balance, value | ' | ' | 334 | ' |
Beginning balance, shares | ' | ' | 33,396,720 | ' |
Stock-based employee compensation expense, shares | ' | ' | 160 | ' |
Ending balance, value | 334 | ' | 334 | ' |
Ending balance, shares | 33,396,880 | ' | 33,396,880 | ' |
Paid-in-Capital [Member] | ' | ' | ' | ' |
Shareholders Equity [Line Items] | ' | ' | ' | ' |
Beginning balance, value | ' | ' | 461,426 | ' |
Stock-based employee compensation expense, value | ' | ' | 744 | ' |
Ending balance, value | 462,170 | ' | 462,170 | ' |
Dividends Paid in Excess of Earnings [Member] | ' | ' | ' | ' |
Shareholders Equity [Line Items] | ' | ' | ' | ' |
Beginning balance, value | ' | ' | -89,011 | ' |
Net earnings | ' | ' | 64,966 | ' |
Dividends | ' | ' | -20,216 | ' |
Ending balance, value | ($44,261) | ' | ($44,261) | ' |
SHAREHOLDERS_EQUITY_Additional
SHAREHOLDERS' EQUITY - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Equity [Abstract] | ' | ' |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares issued | 0 | 0 |
PROPERTY_ACQUISITIONS_Addition
PROPERTY ACQUISITIONS - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
31-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | 9-May-13 | |
Lease | Transactions | |||||
Transactions | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Sale/leaseback transaction investment | ' | ' | ' | ' | ' | $72,500,000 |
Sale/leaseback, initial term | '15 years | ' | ' | ' | ' | ' |
Number of sale/leaseback transactions | ' | ' | ' | ' | ' | 2 |
Number of Triple-Net Unitary Leases | 2 | ' | ' | ' | ' | ' |
Number of Lease Renewal Options | 3 | ' | ' | ' | ' | ' |
Amount of Credit Line Borrowings Used to Finance Acquisition | 57,500,000 | ' | ' | ' | ' | ' |
Purchase price allocation, assets acquired | ' | 62,365,000 | ' | 62,365,000 | ' | ' |
Purchase price allocated to direct financing and capital lease assets | ' | 6,267,000 | ' | 6,267,000 | ' | ' |
Purchase price allocated to in-place lease and other intangible assets | ' | 3,868,000 | ' | 3,868,000 | ' | ' |
Transaction cost related to acquisition | ' | 476,000 | ' | 476,000 | ' | ' |
Future contractual minimum annual rent receivable receivable in 2013 | ' | 3,762,000 | ' | 3,762,000 | ' | ' |
Future contractual minimum annual rent receivable in 2014 | ' | 5,830,000 | ' | 5,830,000 | ' | ' |
Future contractual minimum annual rent receivable in 2015 | ' | 5,830,000 | ' | 5,830,000 | ' | ' |
Future contractual minimum annual rent receivable in 2016 | ' | 5,908,000 | ' | 5,908,000 | ' | ' |
Future contractual minimum annual rent receivable in 2017 | ' | 6,026,000 | ' | 6,026,000 | ' | ' |
Future contractual minimum annual rent receivable in 2018 | ' | 6,147,000 | ' | 6,147,000 | ' | ' |
Future contractual minimum annual rent receivable thereafter | ' | 64,195,000 | ' | 64,195,000 | ' | ' |
Revenue from rental properties | ' | 25,425,000 | 21,591,000 | 72,360,000 | 72,078,000 | ' |
Income form continuing operations | ' | 15,295,000 | 3,155,000 | 29,031,000 | 10,431,000 | ' |
Mobil Gasoline Station [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Acquisition of real estate assets | 16 | ' | ' | ' | ' | ' |
Exxon and Shell Gasoline Station [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Acquisition of real estate assets | 20 | ' | ' | ' | ' | ' |
Internal Revenue Code Section 1031 [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Amount of 1031 Exchange Proceeds Used To Finance Acquisition | 11,500,000 | ' | ' | ' | ' | ' |
White Oak, Hudson, Big Apple and Dogwood [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Revenue from rental properties | ' | ' | ' | 2,501,000 | ' | ' |
Income form continuing operations | ' | ' | ' | $1,577,000 | ' | ' |
PROPERTY_ACQUISITIONS_Pro_Form
PROPERTY ACQUISITIONS - Pro Forma Condensed Financial Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Revenues | $29,258 | $23,901 | $80,188 | $78,933 |
Net earnings (loss) | $41,877 | ($2,646) | $66,215 | $9,143 |
Basic and diluted net earnings (loss) per common share | $1.25 | ($0.08) | $1.98 | $0.27 |