Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 05, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | GTY | |
Entity Registrant Name | GETTY REALTY CORP /MD/ | |
Entity Central Index Key | 1,052,752 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,750,251 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Real Estate: | ||
Land | $ 474,260 | $ 475,784 |
Buildings and improvements | 303,539 | 304,894 |
Construction in progress | 228 | 955 |
Total real estate held for use, gross | 778,027 | 781,633 |
Less accumulated depreciation and amortization | (113,794) | (107,109) |
Real estate held for use, net | 664,233 | 674,524 |
Real estate held for sale, net | 917 | 1,339 |
Real estate, net | 665,150 | 675,863 |
Investment in direct financing leases, net | 93,141 | 94,098 |
Notes and mortgages receivable | 33,335 | 48,455 |
Deferred rent receivable | 27,709 | 25,450 |
Cash and cash equivalents | 6,811 | 3,942 |
Restricted cash | 8 | 409 |
Accounts receivable, net of allowance of $2,096 and $2,634, respectively | 3,714 | 2,975 |
Prepaid expenses and other assets | 43,823 | 45,726 |
Total assets | 873,691 | 896,918 |
LIABILITIES AND SHAREHOLDERS' EQUITY: | ||
Borrowings under credit agreement, net | 127,450 | 142,100 |
Senior unsecured notes, net | 174,716 | 174,689 |
Mortgage payable, net | 309 | 303 |
Environmental remediation obligations | 81,091 | 84,345 |
Dividends payable | 8,542 | 15,897 |
Accounts payable and accrued liabilities | 65,521 | 73,023 |
Total liabilities | 457,629 | 490,357 |
Commitments and contingencies (notes 3, 4, 5 and 6) | ||
Shareholders' equity: | ||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; unissued | ||
Common stock, $0.01 par value; 50,000,000 shares authorized; 33,735,361 and 33,422,170 shares issued and outstanding, respectively | 337 | 334 |
Additional paid-in capital | 469,633 | 464,338 |
Dividends paid in excess of earnings | (53,908) | (58,111) |
Total shareholders' equity | 416,062 | 406,561 |
Total liabilities and shareholders' equity | $ 873,691 | $ 896,918 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance on accounts receivable | $ 2,096 | $ 2,634 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 33,735,361 | 33,422,170 |
Common stock, shares outstanding | 33,735,361 | 33,422,170 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Revenues from rental properties | $ 24,140 | $ 22,122 | $ 48,528 | $ 42,536 |
Tenant reimbursements | 3,603 | 3,345 | 6,524 | 6,859 |
Interest on notes and mortgages receivable | 865 | 781 | 1,983 | 1,562 |
Total revenues | 28,608 | 26,248 | 57,035 | 50,957 |
Operating expenses: | ||||
Property costs | 5,674 | 5,513 | 10,964 | 11,684 |
Impairments | 2,069 | 2,253 | 4,058 | 8,981 |
Environmental | 929 | 1,784 | 1,744 | 3,653 |
General and administrative | 3,806 | 4,835 | 7,850 | 8,624 |
(Recoveries) allowance for uncollectible accounts | (704) | 370 | (474) | 421 |
Depreciation and amortization | 4,616 | 3,977 | 9,238 | 7,563 |
Total operating expenses | 16,390 | 18,732 | 33,380 | 40,926 |
Operating income | 12,218 | 7,516 | 23,655 | 10,031 |
Gains (loss) on dispositions of real estate | 4,721 | (40) | 5,365 | (258) |
Other income, net | 799 | 7,379 | 775 | 7,384 |
Interest expense | (4,155) | (3,353) | (8,370) | (5,735) |
Earnings from continuing operations | 13,583 | 11,502 | 21,425 | 11,422 |
Discontinued operations: | ||||
(Loss) earnings from operating activities | (7) | 85 | 11 | (1,064) |
Gains (loss) on dispositions of real estate | 32 | (157) | 124 | |
(Loss) earnings from discontinued operations | (7) | 117 | (146) | (940) |
Net earnings | $ 13,576 | $ 11,619 | $ 21,279 | $ 10,482 |
Basic and diluted earnings per common share: | ||||
Earnings from continuing operations | $ 0.40 | $ 0.34 | $ 0.62 | $ 0.34 |
(Loss) earnings from discontinued operations | 0 | 0 | 0 | (0.03) |
Net earnings | $ 0.40 | $ 0.34 | $ 0.62 | $ 0.31 |
Weighted average common shares outstanding: | ||||
Basic and diluted | 33,714 | 33,420 | 33,686 | 33,419 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings | $ 21,279 | $ 10,482 |
Adjustments to reconcile net earnings to net cash flow provided by operating activities: | ||
Depreciation and amortization expense | 9,238 | 7,563 |
Impairment charges | 4,796 | 10,796 |
(Gains) loss on dispositions of real estate | ||
Continuing operations | (5,365) | 258 |
Discontinued operations | 157 | (124) |
Deferred rent receivable, net of allowance | (2,259) | (2,053) |
(Recoveries) allowance for uncollectible accounts | (474) | 396 |
Accretion expense | 1,964 | 2,398 |
Other | 898 | 1,416 |
Changes in assets and liabilities: | ||
Accounts receivable | (700) | (1,355) |
Prepaid expenses and other assets | 485 | (741) |
Environmental remediation obligations | (9,321) | (7,423) |
Accounts payable and accrued liabilities | (1,680) | 1,980 |
Net cash flow provided by operating activities | 19,018 | 23,593 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Property acquisitions and capital expenditures | (293) | (216,918) |
Addition to construction in progress | (208) | |
Proceeds from dispositions of real estate | ||
Continuing operations | 1,558 | 638 |
Discontinued operations | 853 | |
Change in cash held for property acquisitions | (307) | 2,189 |
Change in restricted cash | 401 | 304 |
Amortization of investment in direct financing leases | 957 | 796 |
Collection of notes and mortgages receivable | 16,679 | 1,327 |
Net cash flow provided by (used in) investing activities | 18,787 | (210,811) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under credit agreements | 8,000 | 180,000 |
Borrowings under senior unsecured notes | 75,000 | |
Repayments under credit agreements | (23,000) | (39,000) |
Credit agreement origination costs | (2,432) | |
Payments of cash dividends | (19,725) | (19,592) |
Cash paid in settlement of restricted stock units | (289) | (44) |
Proceeds from issuance of common stock, net | 121 | |
Other | (43) | (39) |
Net cash flow (used in) provided by financing activities | (34,936) | 193,893 |
Change in cash and cash equivalents | 2,869 | 6,675 |
Cash and cash equivalents at beginning of period | 3,942 | 3,111 |
Cash and cash equivalents at end of period | 6,811 | 9,786 |
Supplemental disclosures of cash flow information Cash paid during the period for: | ||
Interest | 8,042 | 4,446 |
Income taxes | 372 | 208 |
Environmental remediation obligations | 6,586 | 6,548 |
Non-cash transactions: | ||
Issuance of mortgages receivable related to property dispositions | $ 1,559 | $ 1,343 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1. — DESCRIPTION OF BUSINESS Getty Realty Corp. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”) is the leading publicly-traded real estate investment trust (“REIT”) in the United States specializing in the ownership, leasing and financing of convenience store and gasoline station properties. Our 837 properties are located in 23 states across the United States and Washington, D.C. Our properties are operated under a variety of brands including 76, Aloha, BP, Citgo, Conoco, Exxon, Getty, Mobil, Shell and Valero. Our company was originally founded in 1955 and is headquartered in Jericho, New York. |
Accounting Policies
Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Accounting Policies | NOTE 2. — ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We do not distinguish our principal business or our operations on a geographical basis for purposes of measuring performance. We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to prior period amounts in order to conform with current period presentation. Unaudited, Interim Consolidated 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, 2015. Use of Estimates, Judgments and Assumptions The consolidated 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 consolidated 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, 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. Real Estate Real estate assets are stated at cost less accumulated depreciation and amortization. Upon acquisition of real estate and leasehold interests, we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, above-market and below-market leases, in-place leases and tenant relationships) and assumed debt. Based on these estimates, we allocate the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We expense transaction costs associated with business combinations in the period incurred. See Note 10 for additional information regarding property acquisitions. We capitalize direct costs, including costs such as construction costs and professional services, and indirect costs associated with the development and construction of real estate assets while substantive activities are ongoing to prepare the assets for their intended use. The capitalization period begins when development activities are underway and ends when it is determined that the asset is substantially complete and ready for its intended use. When real estate assets are sold or retired, the cost and related accumulated depreciation and amortization is eliminated from the respective accounts and any gain or loss is credited or charged to income. We evaluate real estate sale transactions where we provide seller financing to determine sale and gain recognition in accordance with GAAP. Expenditures for maintenance and repairs are charged to income when incurred. Direct Financing Leases Income under direct financing leases is included in revenues from rental properties and is recognized over the lease terms using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties. The investments in direct financing leases are increased for interest income earned and amortized over the life of the leases and reduced by the receipt of lease payments. We consider direct financing leases to be past-due or delinquent when a contractually required payment is not remitted in accordance with the provisions of the underlying agreement. We evaluate each account individually and set up an allowance when, based upon current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms, and the amount can be reasonably estimated. We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information and third-party estimates where available. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge. There were no impairments of any of our direct financing leases during the three and six months ended June 30, 2016 and 2015. When we enter into a contract to sell properties that are recorded as direct financing leases, we evaluate whether we believe it is probable that the disposition will occur. If we determine that the disposition is probable and therefore the property’s holding period is reduced, we record an allowance for credit losses to reflect the change in the estimate of the undiscounted future rents. Accordingly, the net investment balance is written down to fair value. Notes and Mortgages Receivable Notes and mortgages receivable consists of loans originated by us in conjunction with property dispositions and funding provided to tenants in conjunction with property acquisitions. Notes and mortgages receivable are recorded at stated principal amounts. We evaluate the collectability of both interest and principal on each loan to determine whether it is impaired. A loan is considered to be impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due under the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the fair value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the fair value of the underlying collateral, if the loan is collateralized. Interest income on performing loans is accrued as earned. Interest income on impaired loans is recognized on a cash basis. We do not provide for an additional allowance for loan losses based on the grouping of loans as we believe the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of our loans are evaluated individually for impairment purposes. Deferred Rent Receivable and Revenue Recognition Minimum lease payments from operating leases are recognized on a straight-line basis over the term of the leases. The cumulative difference between lease revenue recognized under this method and the contractual lease payment terms is recorded as deferred rent receivable on our consolidated balance sheets. We provide reserves for a portion of the recorded deferred rent receivable if circumstances indicate that it is not reasonable to assume that the tenant will make all of its contractual lease payments when due during the current term of the lease. We make estimates of the collectability of our accounts receivable related to revenues from rental properties. We analyze accounts receivable and historical bad debt levels, customer creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. Additionally, with respect to tenants in bankruptcy, we estimate the expected recovery through bankruptcy claims and increase the allowance for amounts deemed uncollectible. If our assumptions regarding the collectability of accounts receivable prove incorrect, we could experience write-offs of the accounts receivable or deferred rent receivable in excess of our allowance for doubtful accounts. The present value of the difference between the fair market rent and the contractual rent for above-market and below-market leases at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases. Lease termination fees are recognized as other income when earned upon the termination of a tenant’s lease and relinquishment of space in which we have no further obligation to the tenant. 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. Assets held for disposal are written down to fair value less estimated disposition costs. We recorded non-cash impairment charges aggregating $2,487,000 and $4,796,000 for the three and six months ended June 30, 2016, respectively, and $2,883,000 and $10,796,000 for the three and six months ended June 30, 2015, respectively, in continuing operations and in discontinued operations. Our estimated fair values, as they relate to property carrying values were primarily based upon (i) estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids, for which we do not have access to the unobservable inputs used to determine these estimated fair values, and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence (this method was used to determine $692,000 of the $4,796,000 in impairments recognized during the six months ended June 30, 2016) and (ii) discounted cash flow models (this method was used to determine $1,660,000 of the $4,796,000 in impairments recognized during the six months ended June 30, 2016). During the six months ended June 30, 2016, we recorded $2,444,000 of the $4,796,000 in impairments recognized due to the accumulation of asset retirement costs as a result of changes in estimates associated with our environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The non-cash impairment charges recorded during the three and six months ended June 30, 2016 and 2015 were attributable to the effect of adding asset retirement costs due to changes in estimates associated with our environmental liabilities, which increased the carrying value of certain properties in excess of their fair value, reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties and reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties. The estimated fair value of real estate is based on the price that would be received from the sale of the property in an orderly transaction between market participants at the measurement date. 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 of 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. Deferred Gain On August 3, 2015, we terminated our unitary triple-net lease (the “Ramoco Lease”) with Hanuman Business, Inc. (d/b/a “Ramoco”), and sold to Ramoco affiliates 48 of the 61 properties that had been subject to the Ramoco Lease. The total consideration for the 48 properties we sold to Ramoco affiliates, including seller financing, was $15,000,000. In accordance with ASC 360-20, Property, Plant and Equipment, Real Estate Sales, we evaluated the accounting for the gain on sales of these assets, noting that the buyer’s initial investment did not represent the amount required for recognition of gain by the full accrual method. Accordingly, we recorded a deferred gain of approximately $3,900,000 related to the Ramoco sale. The deferred gain was recorded in accounts payable and accrued liabilities on our balance sheet at December 31, 2015. On April 28, 2016, Ramoco affiliates repaid the entire seller financing mortgage in the amount of approximately $13,900,000 and, as a result, the deferred gain was recognized in our consolidated statements of operations for the three and six months ended June 30, 2016. Fair Value Hierarchy The preparation of consolidated 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 consolidated 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 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 using Level 2 inputs may be used to satisfy claims of general creditors in the event of our or any of our 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 June 30, 2016 and December 31, 2015 of $810,000 and $1,264,000, 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 June 30, 2016 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 $ 545 $ — $ — $ 545 Liabilities: Deferred compensation $ — $ 545 $ — $ 545 The following summarizes as of December 31, 2015 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 $ 888 $ — $ — $ 888 Liabilities: Deferred compensation $ — $ 888 $ — $ 888 Fair Value Disclosure of Financial Instruments All of our financial instruments are reflected in the accompanying consolidated balance sheets at amounts which, in our estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those separately disclosed in the notes to our consolidated financial statements. Environmental Remediation Obligations We record the fair value of a liability for an environmental remediation obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. Environmental remediation obligations are estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability. The accrued liability is net of recoveries of environmental costs from state UST remediation funds with respect to both past and future environmental spending based on estimated recovery rates developed from prior experience with the funds. Net environmental liabilities are currently measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. We accrue for environmental liabilities that we believe are allocable to other potentially responsible parties if it becomes probable that the other parties will not pay their environmental remediation obligations. 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. Tax returns for the years 2012, 2013 and 2014, and tax returns which will be filed for the year ended 2015, remain open to examination by federal and state tax jurisdictions under the respective statute of limitations. New Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) On March 30, 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting On May 9, 2016, the FASB issued ASU 2016-12, Narrow Scope Improvements and Practical Expedients On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments |
Leases
Leases | 6 Months Ended |
Jun. 30, 2016 | |
Leases [Abstract] | |
Leases | NOTE 3. — LEASES As of June 30, 2016, we owned 745 properties and leased 92 properties from third-party landlords. Our 837 properties are located in 23 states across the United States and Washington, D.C. Substantially all of our properties are leased on a triple-net basis primarily to petroleum distributors and, to a lesser extent, to individual operators. Generally, our tenants supply fuel and either operate our properties directly or sublet our properties to operators who operate their convenience stores, gasoline stations, 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 terms of their leases and in certain cases also for environmental contamination that existed before their leases commenced. See Note 6 for additional information regarding environmental obligations. Substantially all of our tenants’ financial results depend on the sale of refined petroleum products and, to a lesser extent, convenience store sales or 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. During the terms of our leases, we monitor the credit quality of our triple-net tenants by reviewing their published credit ratings, if available, reviewing publicly available financial statements or reviewing financial or other operating statements which are delivered to us pursuant to applicable lease agreements, monitoring news reports regarding our tenants and their respective businesses, and monitoring the timeliness of lease payments and the performance of other financial covenants under their leases. Revenues from rental properties included in continuing operations was $24,140,000 and $48,528,000 for the three and six months ended June 30, 2016, respectively, and $22,122,000 and $42,536,000 for the three and six months ended June 30, 2015, respectively. Rental income contractually due or received from our tenants included in revenues from rental properties in continuing operations was $23,380,000 and $46,816,000 for the three and six months ended June 30, 2016, respectively, and $21,343,000 and $41,181,000 for the three and six months ended June 30, 2015, respectively. 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 basis over the current lease term, the net amortization of above-market and below-market leases, 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 and the amortization of deferred lease incentives (the “Revenue Recognition Adjustments”). Revenue Recognition Adjustments included in revenues from rental properties in continuing operations were $760,000 and $1,712,000 for the three and six months ended June 30, 2016, respectively, and $779,000 and $1,355,000 for the three and six months ended June 30, 2015. 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. Tenant reimbursements, which consist of real estate taxes and other municipal charges paid by us which were reimbursable by our tenants pursuant to the terms of triple-net lease agreements, included in continuing operations were $3,603,000 and $6,524,000 for the three and six months ended June 30, 2016, respectively, and $3,345,000 and $6,859,000 for the three and six months ended June 30, 2015. The components of the $93,141,000 investment in direct financing leases as of June 30, 2016 are minimum lease payments receivable of $173,241,000 plus unguaranteed estimated residual value of $13,979,000 less unearned income of $94,079,000. The components of the $94,098,000 investment in direct financing leases as of December 31, 2015 are minimum lease payments receivable of $179,372,000 plus unguaranteed estimated residual value of $13,979,000 less unearned income of $99,253,000. Major Tenants As of June 30, 2016, we had three significant tenants by revenue: • We leased 164 convenience store and gasoline station properties in three separate unitary leases to subsidiaries of Global Partners LP (NYSE: GLP) (“Global Partners”). Two of these leases were assigned to subsidiaries of Global Partners in June 2015 by our former tenants, White Oak Petroleum, LLC and Big Apple Petroleum Realty, LLC (both affiliates of Capitol Petroleum Group, LLC). In the aggregate, our leases with subsidiaries of Global Partners represented 21% and 22% of our total revenues for the six months ended June 30, 2016 and 2015, respectively. All three of our leases with subsidiaries of Global Partners are guaranteed by the parent company. • We leased 80 convenience store and gasoline station properties pursuant to three separate unitary leases to subsidiaries of Chestnut Petroleum Dist., Inc. (“Chestnut Petroleum”). In the aggregate, our leases with subsidiaries of Chestnut Petroleum represented 19% and 17% of our total revenues for the six months ended June 30, 2016 and 2015, respectively. The largest of these unitary leases, accounting for 57 of our properties, is guaranteed by the parent company, its principals and numerous Chestnut Petroleum affiliates. • We leased 77 convenience store and gasoline station properties pursuant to three separate unitary leases to Apro, LLC (d/b/a “United Oil”). In the aggregate, our leases with United Oil represented 15% and 3% of our total revenues for the six months ended June 30, 2016 and 2015, respectively. See Note 10 for additional information regarding the United Oil Transaction. Marketing and the Master Lease As of June 30, 2016, 399 of the properties we own or lease, were previously leased to Getty Petroleum Marketing Inc. (“Marketing”) pursuant to a master lease (the “Master Lease”). In December 2011, Marketing filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court. The Master Lease was 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”). As part of Marketing’s bankruptcy proceedings, we maintained significant pre-petition and post-petition unsecured claims against Marketing. On March 3, 2015, we entered into a settlement agreement with the Liquidating Trustee of the Marketing Estate to resolve claims asserted by us in Marketing’s bankruptcy case (the “Settlement Agreement”). The Settlement Agreement was approved by an order of the U.S. Bankruptcy Court, and, on April 22, 2015, we received a distribution from the Marketing Estate of $6,800,000 on account of our general unsecured claims. The Settlement Agreement also resolved a dispute relating to the balance of payment due to us pursuant to our agreement to fund a lawsuit that was brought by the Liquidating Trustee against Lukoil Americas Corporation and related entities and individuals for the benefit of Marketing’s creditors. As a result, on April 22, 2015, we also received an additional distribution of $550,000 from the Marketing Estate in full resolution of the funding agreement dispute. On October 19, 2015, the U.S. Bankruptcy Court entered a final decree closing the bankruptcy case of the Marketing Estate. As a result, on November 3, 2015, we received a final distribution from the Marketing Estate of approximately $10,800,000 on account of our general unsecured claims. We do not expect to receive any further distributions from the Marketing Estate. Leasing Activities As of June 30, 2016, we have entered into long-term triple-net leases with petroleum distributors for 15 separate property portfolios comprising 352 properties in the aggregate that were previously leased to Marketing. The long-term triple-net leases with petroleum distributors are unitary triple-net lease agreements generally with an initial term of 15 to 20 years and options for successive renewal terms of up to 20 years. Rent is scheduled to increase at varying intervals during both the initial and renewal terms of our leases. Several of the leases provide for additional rent based on the aggregate volume of fuel 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 USTs that are owned by our tenants. As of June 30, 2016, we have a remaining commitment to fund as much as $11,297,000 in the aggregate with our tenants for a portion of such capital expenditures. Our commitment provides us with the option to either reimburse our tenants, or to offset rent when these capital expenditures are made. This deferred expense is recognized on a straight-line basis as a reduction of rental revenue in our consolidated statements of operations over the terms of the various leases. As part of the triple-net leases for properties previously leased to Marketing, 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, through June 30, 2016, we removed $13,612,000 of asset retirement obligations and $10,775,000 of net asset retirement costs related to USTs from our balance sheet. The cumulative net amount of $2,837,000 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. We incurred $145,000 and $90,000 of lease origination costs for the six months ended June 30, 2016 and 2015, respectively. This 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. Month-to-Month License Agreements As of June 30, 2016, eight of our properties are subject to month-to-month license agreements, which allow the licensees, substantially all of whom were former tenants of Marketing, to occupy and use these properties as convenience stores, gasoline stations, automotive repair service facilities or other businesses. Our month-to-month license agreements differ from our triple-net lease arrangements in that, among other things, we receive monthly occupancy payments directly from the licensees while we remain responsible for certain costs associated with the properties. These month-to-month license agreements are intended as interim occupancy arrangements until these properties are sold or leased on a triple-net basis. Under our month-to-month license agreements we are responsible for the payment of certain operating expenses (such as real estate taxes, utilities and maintenance), certain environmental compliance costs and costs associated with any environmental remediation. We will continue to be responsible for such operating expenses and environmental costs until these properties are sold or leased on a triple-net basis, and under certain leases and agreements, thereafter. NECG Lease Restructuring On May 1, 2012, we entered into a lease with NECG Holdings Corp (“NECG”) covering 84 properties formerly leased to Marketing in Connecticut, Massachusetts and Rhode Island (the “NECG Lease”). Eviction proceedings against a holdover group of former subtenants who continued to occupy properties subject to the NECG Lease had a material adverse impact on NECG’s operations and profitability. On January 27, 2015, the Connecticut Supreme Court, in a written opinion, affirmed the Superior Court rulings in favor of NECG and us. As a result, we or NECG have regained possession of all of the locations that were still subject to appeal. We had previously entered into a lease modification agreement with NECG which deferred a portion of NECG’s rent due to us and allowed us to remove properties from the NECG Lease. As a result, as of December 31, 2015, there were eight properties remaining in the NECG Lease. During the six months ended June 30, 2016, we severed four properties from the NECG Lease, we then sold one property and the other three properties are currently vacant. The four remaining properties continue to be leased to NECG with the understanding that the properties will be severed from the NECG Lease when we either re-lease or sell the properties. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4. — 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. and these balances, at times, exceed federally insurable limits. Legal Proceedings We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of June 30, 2016 and December 31, 2015, we had accrued $11,753,000 and $11,265,000, 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 $751,000 and $309,000 for certain of these matters during the six months ended June 30, 2016 and 2015, respectively. We are unable to estimate ranges in excess of the amount accrued with any certainty for 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 former Newark, New Jersey Terminal and the Lower Passaic River and MTBE litigations in the states of New Jersey and Pennsylvania, 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 former Newark, New Jersey Terminal and the Lower Passaic River In September 2003, we received a directive (the “Directive”) issued by the New Jersey Department of Environmental Protection (“NJDEP”) under the New Jersey Spill Compensation and Control Act. The Directive indicated that we are one of approximately 66 potentially responsible parties for alleged natural resource damages resulting from the discharges of hazardous substances along the lower Passaic River (the “Lower Passaic River”). The Directive provides, among other things, that the named recipients must conduct an assessment of the natural resources that have been injured by discharges into the Lower Passaic River and must implement interim compensatory restoration for the injured natural resources. The NJDEP alleges that our liability arises from alleged discharges originating from our former Newark, New Jersey Terminal site (which was sold in October 2013). We responded to the Directive by asserting that we are not liable. There has been no material activity and/or communications by the NJDEP with respect to the Directive since early after its issuance. In May 2007, the United States Environmental Protection Agency (“EPA”) entered into an Administrative Settlement Agreement and Order on Consent (“AOC”) with over 70 parties to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for a 17 mile stretch of the Lower Passaic River in New Jersey. 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. Most of the parties to the AOC, including us, are also members of a Cooperating Parties Group (“CPG”). The CPG agreed to an interim allocation formula for purposes of allocating the costs to complete the RI/FS among its members, with the understanding that this agreed-upon allocation formula is not binding on the parties in terms of any potential liability for the costs to remediate the Lower Passaic River. The CPG submitted to the EPA its draft RI/FS in 2015. The draft RI/FS set forth various alternatives for remediating the entire 17 mile stretch of the Lower Passaic River, and provides that cost estimate for the preferred remedial action presented therein is in the range of approximately $483,000,000 to $725,000,000. The EPA is still evaluating the draft RI/FS report submitted by the CPG. In addition to the RI/FS activities, other actions relating to the investigation and/or remediation of the Lower Passaic River have proceeded as follows. First, in June 2012, certain members of the CPG entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) effective June 18, 2012 to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing. The EPA also issued a Unilateral Order to Occidental Chemical Corporation (“Occidental”) directing Occidental to participate and contribute to the cost of the river mile 10.9 work. Concurrent with the CPG’s work on the RI/FS, on April 11, 2014, the EPA issued a draft Focused Feasibility Study (“FFS”) with proposed remedial alternatives to remediate the lower 8-miles of the 17 mile stretch of the Lower Passaic River. The FFS was subject to public comments and objections, and on March 4, 2016, the EPA issued its Record of Decision (“ROD”) for the lower 8-miles selecting a remedy that would involve bank-to-bank dredging and installing an engineered cap with an estimated cost of $1,380,000,000. On March 31, 2016, we and more than 100 other potentially responsible parties received from the EPA a “Notice of Potential Liability and Commencement of Negotiations for Remedial Design” (“Notice”), which informed the recipients that the EPA intends to seek an Administrative Order on Consent and Settlement Agreement with Occidental for remedial design of the remedy selected in the ROD, after which the EPA plans to begin negotiations with “major” potentially responsible parties for implementation and/or payment of the selected remedy. The Notice also stated that the EPA believes that some of the potentially responsible parties and other parties not yet identified as potentially responsible parties will be eligible for a cash out settlement with the EPA. Many uncertainties remain regarding how the EPA intends to implement the ROD. We anticipate that performance of the EPA’s selected remedy will be subject to future negotiations, potential enforcement proceedings and/or possible litigation. The RI/FS, AOC, 10.9 AOC and Notice do not obligate us to fund or perform remedial action contemplated by either the ROD or RI/FS and do not resolve liability issues for remedial work or the restoration of or compensation for alleged natural resource damages to the Lower Passaic River, which are not known at this time. Our ultimate liability, if any, in the pending and possible future proceedings pertaining to the Lower Passaic River is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known. MTBE Litigation – State of New Jersey We are defending against a lawsuit brought by various governmental agencies of the State of New Jersey, including the NJDEP alleging various theories of liability due to contamination of groundwater with methyl tertiary butyl ether (a fuel derived from methanol, commonly referred to as “MTBE”) involving multiple locations throughout the State of New Jersey (the “New Jersey MDL Proceedings”). The complaint names as defendants approximately 50 petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE. The State of New Jersey is seeking reimbursement of significant clean-up and remediation costs arising out of the alleged release of MTBE containing gasoline in the State of New Jersey and is asserting various natural resource damage claims as well as liability against the owners and operators of gasoline station properties from which the releases occurred. Several of the named defendants have already settled the case against them. These cases have been transferred to the United States District Court for the District of New Jersey for pre-trial proceedings and trial, although a trial date has not yet been set. We continue to engage in settlement negotiations and a dialogue with the plaintiff’s counsel to educate them on the unique role of the Company and our business as compared to other defendants in the litigation, and with respect to certain facts applicable to our activities and gasoline stations, and affirmative defenses available to us, which we believe have not been sufficiently developed in the proceedings. In addition, we are pursuing claims for reimbursement of monies expended in the defense and settlement of certain MTBE cases under pollution insurance policies previously obtained by us and Marketing and under which we believe we are entitled to coverage, however, we have not yet confirmed whether and to what extent such coverage may actually be available. 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. 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 plaintiffs’ 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. It is possible that losses related to the New Jersey MDL Proceedings in excess of the amounts accrued as of June 30, 2016 could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. MTBE Litigation – State of Pennsylvania On July 7, 2014, our subsidiary, Getty Properties Corp., was served with a complaint filed by the Commonwealth of Pennsylvania (the “State”) in the Court of Common Pleas, Philadelphia County, relating to alleged statewide MTBE contamination in Pennsylvania (the “Complaint”). The Complaint names us and more than 50 other defendants, including Exxon Mobil, various BP entities, Chevron, Citgo, Gulf, Lukoil Americas, Getty Petroleum Marketing Inc., Marathon, Hess, Shell Oil, Texaco, Valero, as well as other smaller petroleum refiners, manufacturers, distributors and retailers of MTBE or gasoline containing MTBE. The Complaint seeks compensation for natural resource damages and for injuries sustained as a result of “defendants’ unfair and deceptive trade practices and acts in the marketing of MTBE and gasoline containing MTBE.” The plaintiffs also seek to recover costs paid or incurred by the State to detect, treat and remediate MTBE from public and private water wells and groundwater. The plaintiffs assert causes of action against all defendants based on multiple theories, including strict liability – defective design; strict liability – failure to warn; public nuisance; negligence; trespass; and violation of consumer protection law. The case was filed in the Court of Common Pleas, Philadelphia County, but was removed by defendants to the United States District Court for the Eastern District of Pennsylvania and then transferred to the United States District Court for the Southern District of New York so that it may be managed as part of the ongoing MTBE MDL. Plaintiffs have recently filed a Second Amended Complaint naming additional defendants and adding factual allegations intended to bolster their claims against the defendants. We have joined with other defendants in the filing of a motion to dismiss the claims against us. This motion is pending with the Court. We intend to defend vigorously the claims made against us. Our ultimate liability, if any, in this proceeding is uncertain and subject to numerous contingencies which cannot be predicted and the outcome of which are not yet known. |
Credit Agreement and Senior Uns
Credit Agreement and Senior Unsecured Notes | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Credit Agreement and Senior Unsecured Notes | NOTE 5. — CREDIT AGREEMENT AND SENIOR UNSECURED NOTES Credit Agreement On June 2, 2015, we entered into a $225,000,000 senior unsecured credit agreement (the “Credit Agreement”) with a group of banks led by Bank of America, N.A. (the “Bank Syndicate”). The Credit Agreement consists of a $175,000,000 revolving facility (the “Revolving Facility”), which is scheduled to mature in June 2018 and a $50,000,000 term loan (the “Term Loan”), which is scheduled to mature in June 2020. Subject to the terms of the Credit Agreement and our continued compliance with its provisions, we have the option to (a) extend the term of the Revolving Facility for one additional year to June 2019 and (b) increase by $75,000,000 the amount of the Revolving Facility to $250,000,000. The Credit Agreement incurs interest and fees at various rates based on our net debt to EBITDA ratio (as defined in the Credit Agreement) at the end of each quarterly reporting period. The Revolving Facility permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 0.95% to 2.25% or a LIBOR rate plus a margin of 1.95% to 3.25%. The annual commitment fee on the undrawn funds under the Revolving Facility is 0.25% to 0.30%. The Term Loan bears interest at a rate equal to the sum of a base rate plus a margin of 0.90% to 2.20% or a LIBOR rate plus a margin of 1.90% to 3.20%. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. As of June 30, 2016, borrowings under the Revolving Facility were $79,000,000 and borrowings under the Term Loan were $50,000,000 and, as of December 31, 2015, borrowings under the Revolving Facility were $94,000,000 and borrowings under the Term Loan were $50,000,000. The interest rate on Credit Agreement borrowings at June 30, 2016 was approximately 3.2% per annum. In April 2015, the FASB issued guidance ASU 2015-03, which amends Topic 835, Other Presentation Matters. The amendments in ASU 2015-03 require that debt issuance costs be reported on the balance sheet as a direct reduction of the face amount of the debt instrument they relate to, and should not be classified as a deferred charge, as was previously required under the Accounting Standards Codification. We adopted ASU 2015-03 retrospectively as of January 1, 2016. As a result, $1,900,000 of debt issuance costs that were previously presented in prepaid expenses and other assets as of December 31, 2015 are now included within borrowings under credit agreement. As of June 30, 2016, $1,550,000 of debt issuance costs are included within borrowings under credit agreement. The Credit Agreement contains customary financial covenants such as availability, 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 cross default provisions under the Restated Prudential Note Purchase Agreement (as defined below), change of control and failure to maintain REIT status. Any event of default, if not cured or waived in a timely manner, 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 Restated Prudential Note Purchase Agreement. We may be prohibited from drawing funds against the Revolving Facility if there is a material adverse effect on our business, assets, prospects or condition. Senior Unsecured Notes On June 2, 2015, we entered into an amended and restated note purchase agreement (the “Restated Prudential Note Purchase Agreement”) amending and restating our existing senior secured note purchase agreement with The Prudential Insurance Company of America (“Prudential”) and an affiliate of Prudential. Pursuant to the Restated Prudential Note Purchase Agreement, Prudential and its affiliate released the mortgage liens and other security interests held by Prudential and its affiliate on certain of our properties and assets, redenominated the existing notes in the aggregate amount of $100,000,000 issued under the existing note purchase agreement as senior unsecured Series A Notes, and issued $75,000,000 of senior unsecured Series B Notes bearing interest at 5.35% and maturing in June 2023 to Prudential and certain affiliates of Prudential. The Series A Notes continue to bear interest at 6.0% and mature in February 2021. The Restated Prudential Note Purchase Agreement does not provide for scheduled reductions in the principal balance of either the Series A Notes or the Series B Notes prior to their respective maturities. As of June 30, 2016 and December 31, 2015 borrowings under the Restated Prudential Note Purchase Agreement were $175,000,000. In April 2015, the FASB issued guidance ASU 2015-03, which amends Topic 835, Other Presentation Matters. The amendments in ASU 2015-03 require that debt issuance costs be reported on the balance sheet as a direct reduction of the face amount of the debt instrument they relate to, and should not be classified as a deferred charge, as was previously required under the Accounting Standards Codification. We adopted ASU 2015-03 retrospectively as of January 1, 2016. As a result, $311,000 of debt issuance costs that were previously presented in prepaid expenses and other assets as of December 31, 2015 are now included within senior unsecured notes. As of June 30, 2016, $284,000 of debt issuance costs are included within senior unsecured notes. The Restated Prudential Note Purchase Agreement contains customary financial covenants such as 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 Restated Prudential Note Purchase 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 Restated Prudential Note Purchase Agreement and could result in the acceleration of our indebtedness under the Restated Prudential Note Purchase Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under our Credit Agreement. As of June 30, 2016, we are in compliance with all of the material terms of the Credit Agreement and Restated Prudential Note Purchase Agreement, including the various financial covenants described above. As of June 30, 2016, the maturity date and amounts outstanding under the Credit Agreement and the Restated Prudential Note Purchase Agreement are as follows: Maturity Date Amount Credit Agreement - Revolving Facility June 2018 $ 79,000,000 Credit Agreement - Term Loan June 2020 $ 50,000,000 Restated Prudential Note Purchase Agreement - Series A Notes February 2021 $ 100,000,000 Restated Prudential Note Purchase Agreement - Series B Notes June 2023 $ 75,000,000 As of June 30, 2016 and December 31, 2015, the carrying value of the borrowings outstanding under the Credit Agreement approximated fair value. As of June 30, 2016, the fair value of the borrowings under the Series A Notes and Series B Notes were $108,800,000 and $80,100,000, respectively. As of December 31, 2015, the fair value of the borrowings under the Series A Notes and Series B Notes were $105,800,000 and $76,400,000, respectively. The fair value of the borrowings outstanding as of June 30, 2016 and December 31, 2015 was determined using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, risk profile and projected average borrowings outstanding or borrowings outstanding, which are based on unobservable inputs within Level 3 of the Fair Value Hierarchy. |
Environmental Obligations
Environmental Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Obligations | NOTE 6. — ENVIRONMENTAL OBLIGATIONS We are subject to numerous 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 removing USTs, excavation of contaminated soil and water, installing, operating, maintaining and decommissioning remediation systems, monitoring contamination and governmental agency compliance 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 a ten-year pollution legal liability insurance policy covering all of our properties for preexisting 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 was to obtain protection predominantly for significant events. No assurances can be given that we will obtain a net financial benefit from this investment. 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. We enter into leases and various other agreements which contractually allocate responsibility between the parties for known and unknown environmental liabilities at or relating to the subject properties. We are contingently liable for these environmental obligations in the event that our counterparty to the lease or other agreement does not satisfy them. 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 leases and other agreements if we determine that it is probable that our counterparty will not meet its environmental obligations. We may ultimately be responsible to pay for environmental liabilities as the property owner if our counterparty fails to pay them. We assess whether to accrue for environmental liabilities based upon relevant factors including our tenants’ histories of paying for such obligations, our assessment of their financial ability, and their intent to pay for such obligations. 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. 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. For all of our triple-net leases, our tenants are contractually responsible for compliance with environmental laws and regulations, removal of USTs at the end of their lease term (the cost of which in certain cases is partially borne by us), and remediation of any environmental contamination that arises during the term of their tenancy. Under the terms of our leases covering properties previously leased to Marketing (substantially all of which commenced in 2012), we have agreed to be responsible for environmental contamination at the premises that was known at the time the lease commenced, and which existed prior to commencement of the lease and is discovered (other than as a result of a voluntary site investigation) during the first ten years of the lease term (or a shorter period for a minority of such leases). After expiration of such ten-year (or, in certain cases, shorter) period, responsibility for all newly discovered contamination, even if it relates to periods prior to commencement of the lease, is contractually allocated to our tenant. Our tenants at properties previously leased to Marketing are in all cases responsible for the cost of any remediation of contamination that results from their use and occupancy of our properties. Under substantially all of our other triple-net leases, responsibility for remediation of all environmental contamination discovered during the term of the lease (including known and unknown contamination that existed prior to commencement of the lease) is the responsibility of our tenant. We anticipate that a majority of the USTs at properties previously leased to Marketing will be replaced over the next decade because these USTs are either at or near the end of their useful lives. For long-term, triple-net leases covering sites previously leased to Marketing, our tenants are responsible for the cost of removal and replacement of USTs and for remediation of contamination found during such UST removal and replacement, unless such contamination was found during the first ten years of the lease term and also existed prior to commencement of the lease. In those cases, we are responsible for costs associated with the remediation of such contamination. For our transitional properties occupied under month-to-month license agreements, or which are vacant, we are responsible for costs associated with UST removals and for the cost of remediation of contamination found during the removal of USTs. We have also agreed to be responsible for environmental contamination that existed prior to the sale of certain properties assuming the contamination is discovered (other than as a result of a voluntary site investigation) during the first five years after the sale of the properties. After the termination of the Master Lease, we commenced a process to take control of our properties and to reposition them. A substantial portion of these properties had USTs which were either at or near the end of their useful lives. For properties that we sold, we elected to remove certain of these USTs and in the course of re-leasing properties, we made lease concessions to reimburse our tenants for certain capital expenditures including UST replacements. In the course of these UST removals and replacements, previously unknown environmental contamination has been and continues to be discovered. As a result of these developments, we began to assess our prospective future environmental liability resulting from preexisting unknown environmental contamination which we believe may be discovered during the future removal and replacement of USTs at properties previously leased to Marketing. We have developed a reasonable estimate of fair value for the prospective future environmental liability resulting from preexisting unknown environmental contamination and accrued for these estimated costs. These estimates are based primarily upon quantifiable trends, which we believe allow us to make reasonable estimates of fair value for the future costs of environmental remediation resulting from the removal and replacement of USTs. Our accrual of the additional liability represents 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. In arriving at our accrual, we analyzed the ages of USTs at properties where we would be responsible for preexisting contamination found within ten years after commencement of a lease (for properties subject to long-term triple-net leases) or five years from a sale (for divested properties), and projected a cost to closure for new environmental contamination. Based on these estimates, along with relevant economic and risk factors, at June 30, 2016 and December 31, 2015, we have accrued $46,026,000 and $45,443,000, respectively, for these future environmental liabilities related to preexisting unknown contamination. Our estimates are based upon facts that are known to us at this time and an assessment of the possible ultimate remedial action outcomes. It is possible that our assumptions, which form the basis of our estimates, regarding our ultimate environmental liabilities may change, which may result in our providing an accrual, or adjustments to the amounts recorded, for environmental remediation liabilities. Among the many uncertainties that impact the estimates are our assumptions, the necessary regulatory approvals for, and potential modifications of, remediation plans, the amount of data available upon initial assessment of contamination, changes in costs associated with environmental remediation services and equipment, the availability of state UST remediation funds and the possibility of existing legal claims giving rise to additional claims. Additional environmental liabilities could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price. 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 and receive regulatory approval. 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. We expect to adjust the accrued liabilities for environmental remediation obligations reflected in our consolidated financial statements as they become probable and a reasonable estimate of fair value can be made. We measure our environmental remediation liability at fair value based on expected future net cash flows, adjusted for inflation (using a range of 2.0% to 2.75%), and then discount them to present value (using a range of 4.0% to 7.0%). We adjust our environmental remediation liability quarterly to reflect changes in projected expenditures, changes in present value due to the passage of time and reductions in estimated liabilities as a result of actual expenditures incurred during each quarter. As of June 30, 2016, we had accrued a total of $81,091,000 for our prospective environmental remediation liability. This accrual includes (a) $35,065,000, which was our best estimate of reasonably estimable environmental remediation obligations and obligations to remove USTs for which we are the title owner, net of estimated recoveries and (b) $46,026,000 for future environmental liabilities related to preexisting unknown contamination. As of December 31, 2015, we had accrued a total of $84,345,000 for our prospective environmental remediation liability. This accrual includes (a) $38,902,000, which was our best estimate of reasonably estimable environmental remediation obligations and obligations to remove USTs for which we are the title owner, net of estimated recoveries and (b) $45,443,000 for future environmental liabilities related to preexisting unknown contamination. Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $1,964,000 and $2,398,000 of net accretion expense was recorded for the six months ended June 30, 2016 and 2015, respectively, which is included in environmental expenses. In addition, during the six months ended June 30, 2016 and 2015, we recorded credits to environmental expenses included in continuing operations and to earnings from operating activities in discontinued operations aggregating $2,735,000 and $864,000, 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 losses. During the six months ended June 30, 2016 and 2015, we increased the carrying value of certain of our properties by $4,508,000 and $6,753,000, respectively, due to increases in estimated environmental remediation costs. The recognition and subsequent changes in estimates in environmental liabilities and the increases or decreases in carrying values of the properties are non-cash transactions which do not appear on the face of the consolidated statements of cash flows. We recorded non-cash impairment charges aggregating $4,551,000 and $6,610,000 for the six months ended June 30, 2016 and 2015, respectively, in continuing operations and in discontinued operations for capitalized asset retirement costs. Capitalized asset retirement costs are being depreciated over the estimated remaining life of the UST, a ten-year period if the increase in carrying value is 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 discontinued operations in our consolidated statements of operations for the six months ended June 30, 2016 and 2015 included $2,681,000 and $3,222,000, respectively, related to capitalized asset retirement costs. Capitalized asset retirement costs were $50,319,000 (consisting of $20,149,000 of known environmental liabilities and $30,170,000 of reserves for future environmental liabilities) and $51,393,000 (consisting of $20,939,000 of known environmental liabilities and $30,454,000 of reserves for future environmental liabilities) as of June 30, 2016 and December 31, 2015, respectively. As part of the triple-net leases for properties previously leased to Marketing, 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, through June 30, 2016, we removed $13,612,000 of asset retirement obligations and $10,775,000 of net asset retirement costs related to USTs from our balance sheet. The cumulative net amount of $2,837,000 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. 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 light 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 consolidated 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 | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 7. — SHAREHOLDERS’ EQUITY A summary of the changes in shareholders’ equity for the six months ended June 30, 2016 is as follows (in thousands, except share amounts): COMMON STOCK ADDITIONAL CAPITAL DIVIDENDS PAID IN EXCESS OF EARNINGS TOTAL SHARES AMOUNT BALANCE, DECEMBER 31, 2015 33,422 $ 334 $ 464,338 $ (58,111 ) $ 406,561 Net earnings 21,279 21,279 Dividends declared — $0.50 per share (17,076 ) (17,076 ) Stock dividends 271 3 4,703 — 4,706 Shares issued pursuant to ATM Program, net 23 — 121 — 121 Stock-based compensation 19 — 471 — 471 BALANCE, JUNE 30, 2016 33,735 $ 337 $ 469,633 $ (53,908 ) $ 416,062 On March 9, 2016, our Board of Directors granted 86,600 restricted stock units under our 2004 Omnibus Incentive Compensation Plan. We are authorized to issue 20,000,000 shares of preferred stock, par value $.01 per share, of which none were issued as of June 30, 2016 or December 31, 2015. ATM Program During June 2016, we established an at-the-market equity offering program (the “ATM Program”), pursuant to which we may issue and sell shares of our common stock, par value $0.01 per share, with an aggregate sales price of up to $125,000,000 through a consortium of banks acting as agents. Sales of the shares of common stock may be made, as needed, from time to time in at-the-market offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable agent. We incurred $360,000 of stock issuance costs in the establishment of the ATM Program. Stock issuance costs consist primarily of underwriters’ fees and legal and accounting fees. During the three months ended June 30, 2016, we issued 23,000 shares and received net proceeds of $481,000. Future sales, if any, will depend on a variety of factors to be determined by us from time to time, including among others, market conditions, the trading price of our common stock, determinations by us of the appropriate sources of funding for us and potential uses of funding available to us. Dividends For the six months ended June 30, 2016, we paid dividends of $24,431,000 or $0.72 per share (which consisted of $16,990,000 or $0.50 per share of regular quarterly cash dividends and a $7,441,000 or $0.22 per share special cash and stock dividend). For the six months ended June 30, 2015, we paid dividends of $19,592,000 or $0.58 per share (which consisted of $14,867,000 or $0.44 per share of regular quarterly cash dividends and a $4,725,000 or $0.14 per share special cash dividend). |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | NOTE 8. — EARNINGS PER COMMON SHARE Basic and diluted 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 (“RSU” or “RSUs”) which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic and diluted 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. There were 5,000 stock options excluded from the earnings per share calculations below as they were anti-dilutive as of June 30, 2016 and 2015, respectively. Three months ended Six months ended (in thousands) 2016 2015 2016 2015 Earnings from continuing operations $ 13,583 $ 11,502 $ 21,425 $ 11,422 Less dividend equivalents attributable to RSUs outstanding (171 ) (138 ) (268 ) (179 ) Earnings from continuing operations attributable to common shareholders 13,412 11,364 21,157 11,243 (Loss) earnings from discontinued operations (7 ) 117 (146 ) (940 ) Less dividend equivalents attributable to RSUs outstanding — (1 ) — — (Loss) earnings from discontinued operations attributable to common shareholders (7 ) 116 (146 ) (940 ) Net earnings attributable to common shareholders used for basic and diluted earnings per share calculation $ 13,405 $ 11,480 $ 21,011 $ 10,303 Weighted average common shares outstanding: Basic and diluted 33,714 33,420 33,686 33,419 RSUs outstanding at the end of the period 430 406 430 406 |
Discontinued Operations and Ass
Discontinued Operations and Assets Held For Sale | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held For Sale | NOTE 9. — DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE We report as discontinued operations four properties which met the criteria to be accounted for as held for sale in accordance with GAAP as of June 30, 2014 and certain properties disposed of during the periods presented that were previously classified as held for sale as of June 30, 2014. All results of these discontinued operations are included in a separate component of income on the consolidated statements of operations under the caption discontinued operations. We elected to early adopt ASU 2014-08, Presentation of Financial Statements (Topic 205), effective July 1, 2014 and, as a result, the results of operations for all qualifying disposals and properties classified as held for sale that were not previously reported in discontinued operations as of June 30, 2014 are presented within income from continuing operations in our consolidated statements of income. During the six months ended June 30, 2016, we sold one property resulting in a loss of $157,000 that was previously classified as held for sale as of June 30, 2014. In addition, during the six months ended June 30, 2016, we sold six properties resulting in a recognized gain of $1,414,000 that did not meet the criteria to be classified as discontinued operations. We determined that the six properties sold did not represent a strategic shift in our operations as defined in ASU 2014-08 and, as a result, the gains on dispositions of real estate for the six properties were reflected in our earnings from continuing operations. We also received funds from property condemnations resulting in a gain of $83,000 and the recognition of a deferred gain of $3,868,000 related to the Ramoco sale. Real estate held for sale consisted of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, December 31, Land $ 403 $ 603 Buildings and improvements 531 997 934 1,600 Accumulated depreciation and amortization (17 ) (261 ) Real estate held for sale, net $ 917 $ 1,339 The revenues from rental properties, impairment charges, other operating expenses and gains/losses from dispositions of real estate related to these properties are as follows: Three months ended Six months ended (in thousands) 2016 2015 2016 2015 Revenues from rental properties $ — $ 45 $ 5 $ 110 Impairments (418 ) (630 ) (738 ) (1,815 ) Other operating income 411 670 744 641 (Loss) earnings from operating activities (7 ) 85 11 (1,064 ) Gains (loss) from dispositions of real estate — 32 (157 ) 124 (Loss) earnings from discontinued operations $ (7 ) $ 117 $ (146 ) $ (940 ) |
Property Acquisitions
Property Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Property Acquisitions | NOTE 10. — PROPERTY ACQUISITIONS On June 3, 2015, we acquired fee simple interests in 77 convenience store and gasoline station properties from affiliates of Pacific Convenience and Fuels LLC which we simultaneously leased to Apro, LLC (d/b/a “United Oil”), a leading regional convenience store and gasoline station operator, under three separate cross-defaulted long-term triple-net unitary leases (the “United Oil Transaction”). The United Oil properties are located across California, Colorado, Nevada, Oregon and Washington State and operate under several well recognized brands including 7-Eleven, 76, Circle K, Conoco and My Goods Market. The total purchase price for the United Oil Transaction was $214,500,000, which was funded with proceeds from our Credit Agreement and Restated Prudential Note Purchase Agreement. The leases governing the properties are unitary triple-net lease agreements with initial terms of 20 years and options for up to three successive five-year renewal options. The unitary leases require United Oil to pay a fixed annual rent plus all amounts pertaining to the properties including environmental expenses, real estate taxes, assessments, license and permit fees, charges for public utilities and all other governmental charges. Rent is contractually scheduled to increase at various intervals over the course of the initial and renewal terms of the leases. We accounted for the United Oil Transaction as a business combination. We estimated the fair value of acquired tangible assets (consisting of land, buildings and equipment) “as if vacant.” Based on these estimates, we allocated $140,966,000 of the purchase price to land, $75,119,000 to buildings and equipment, $216,000 to above-market leases, $19,210,000 to below-market leases, which is accounted for as a deferred liability and $17,402,000 to in-place leases and other intangible assets. We incurred transaction costs of $413,000 directly related to the acquisition which are included in general and administrative expenses in our consolidated statements of operations. 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 assuming that the acquisitions had occurred on January 1, 2014, after giving effect to certain adjustments resulting from the straight-lining of scheduled rent increases. The following information also gives effect to the additional interest expense resulting from the assumed increase in borrowings outstanding under the Credit Agreement and the Restated Prudential Note Purchase Agreement to fund the acquisition. The unaudited pro forma condensed financial information is not indicative of the results of operations that would have been achieved had the acquisition reflected herein been consummated on the dates indicated or that will be achieved in the future. Three months ended Six months (in thousands, except per share data) Revenues from continuing operations $ 29,269 $ 58,363 Earnings from continuing operations $ 12,428 $ 13,082 Basic and diluted earnings from continuing operations per common share $ 0.37 $ 0.39 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. — SUBSEQUENT EVENTS In preparing the unaudited consolidated financial statements, we have evaluated events and transactions occurring after June 30, 2016 for recognition or disclosure purposes. Based on this evaluation, there were no significant subsequent events from June 30, 2016 through the date the financial statements were issued. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We do not distinguish our principal business or our operations on a geographical basis for purposes of measuring performance. We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to prior period amounts in order to conform with current period presentation. |
Unaudited, Interim Consolidated Financial Statements | Unaudited, Interim Consolidated 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, 2015. |
Use of Estimates, Judgments and Assumptions | Use of Estimates, Judgments and Assumptions The consolidated 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 consolidated 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, 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. |
Real Estate | Real Estate Real estate assets are stated at cost less accumulated depreciation and amortization. Upon acquisition of real estate and leasehold interests, we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements) “as if vacant” and identified intangible assets and liabilities (consisting of leasehold interests, above-market and below-market leases, in-place leases and tenant relationships) and assumed debt. Based on these estimates, we allocate the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We expense transaction costs associated with business combinations in the period incurred. See Note 10 for additional information regarding property acquisitions. We capitalize direct costs, including costs such as construction costs and professional services, and indirect costs associated with the development and construction of real estate assets while substantive activities are ongoing to prepare the assets for their intended use. The capitalization period begins when development activities are underway and ends when it is determined that the asset is substantially complete and ready for its intended use. When real estate assets are sold or retired, the cost and related accumulated depreciation and amortization is eliminated from the respective accounts and any gain or loss is credited or charged to income. We evaluate real estate sale transactions where we provide seller financing to determine sale and gain recognition in accordance with GAAP. Expenditures for maintenance and repairs are charged to income when incurred. |
Direct Financing Leases | Direct Financing Leases Income under direct financing leases is included in revenues from rental properties and is recognized over the lease terms using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties. The investments in direct financing leases are increased for interest income earned and amortized over the life of the leases and reduced by the receipt of lease payments. We consider direct financing leases to be past-due or delinquent when a contractually required payment is not remitted in accordance with the provisions of the underlying agreement. We evaluate each account individually and set up an allowance when, based upon current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms, and the amount can be reasonably estimated. We review our direct financing leases at least annually to determine whether there has been an other-than-temporary decline in the current estimate of residual value of the property. The residual value is our estimate of what we could realize upon the sale of the property at the end of the lease term, based on market information and third-party estimates where available. If this review indicates that a decline in residual value has occurred that is other-than-temporary, we recognize an impairment charge. There were no impairments of any of our direct financing leases during the three and six months ended June 30, 2016 and 2015. When we enter into a contract to sell properties that are recorded as direct financing leases, we evaluate whether we believe it is probable that the disposition will occur. If we determine that the disposition is probable and therefore the property’s holding period is reduced, we record an allowance for credit losses to reflect the change in the estimate of the undiscounted future rents. Accordingly, the net investment balance is written down to fair value. |
Notes and Mortgages Receivable | Notes and Mortgages Receivable Notes and mortgages receivable consists of loans originated by us in conjunction with property dispositions and funding provided to tenants in conjunction with property acquisitions. Notes and mortgages receivable are recorded at stated principal amounts. We evaluate the collectability of both interest and principal on each loan to determine whether it is impaired. A loan is considered to be impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due under the existing contractual terms. When a loan is considered to be impaired, the amount of loss is calculated by comparing the recorded investment to the fair value determined by discounting the expected future cash flows at the loan’s effective interest rate or to the fair value of the underlying collateral, if the loan is collateralized. Interest income on performing loans is accrued as earned. Interest income on impaired loans is recognized on a cash basis. We do not provide for an additional allowance for loan losses based on the grouping of loans as we believe the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of our loans are evaluated individually for impairment purposes. |
Deferred Rent Receivable and Revenue Recognition | Deferred Rent Receivable and Revenue Recognition Minimum lease payments from operating leases are recognized on a straight-line basis over the term of the leases. The cumulative difference between lease revenue recognized under this method and the contractual lease payment terms is recorded as deferred rent receivable on our consolidated balance sheets. We provide reserves for a portion of the recorded deferred rent receivable if circumstances indicate that it is not reasonable to assume that the tenant will make all of its contractual lease payments when due during the current term of the lease. We make estimates of the collectability of our accounts receivable related to revenues from rental properties. We analyze accounts receivable and historical bad debt levels, customer creditworthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. Additionally, with respect to tenants in bankruptcy, we estimate the expected recovery through bankruptcy claims and increase the allowance for amounts deemed uncollectible. If our assumptions regarding the collectability of accounts receivable prove incorrect, we could experience write-offs of the accounts receivable or deferred rent receivable in excess of our allowance for doubtful accounts. The present value of the difference between the fair market rent and the contractual rent for above-market and below-market leases at the time properties are acquired is amortized into revenues from rental properties over the remaining terms of the in-place leases. Lease termination fees are recognized as other income when earned upon the termination of a tenant’s lease and relinquishment of space in which we have no further obligation to the tenant. |
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. Assets held for disposal are written down to fair value less estimated disposition costs. We recorded non-cash impairment charges aggregating $2,487,000 and $4,796,000 for the three and six months ended June 30, 2016, respectively, and $2,883,000 and $10,796,000 for the three and six months ended June 30, 2015, respectively, in continuing operations and in discontinued operations. Our estimated fair values, as they relate to property carrying values were primarily based upon (i) estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids, for which we do not have access to the unobservable inputs used to determine these estimated fair values, and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence (this method was used to determine $692,000 of the $4,796,000 in impairments recognized during the six months ended June 30, 2016) and (ii) discounted cash flow models (this method was used to determine $1,660,000 of the $4,796,000 in impairments recognized during the six months ended June 30, 2016). During the six months ended June 30, 2016, we recorded $2,444,000 of the $4,796,000 in impairments recognized due to the accumulation of asset retirement costs as a result of changes in estimates associated with our environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The non-cash impairment charges recorded during the three and six months ended June 30, 2016 and 2015 were attributable to the effect of adding asset retirement costs due to changes in estimates associated with our environmental liabilities, which increased the carrying value of certain properties in excess of their fair value, reductions in estimated undiscounted cash flows expected to be received during the assumed holding period for certain of our properties and reductions in estimated sales prices from third-party offers based on signed contracts, letters of intent or indicative bids for certain of our properties. The estimated fair value of real estate is based on the price that would be received from the sale of the property in an orderly transaction between market participants at the measurement date. 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 of 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. |
Deferred Gain | Deferred Gain On August 3, 2015, we terminated our unitary triple-net lease (the “Ramoco Lease”) with Hanuman Business, Inc. (d/b/a “Ramoco”), and sold to Ramoco affiliates 48 of the 61 properties that had been subject to the Ramoco Lease. The total consideration for the 48 properties we sold to Ramoco affiliates, including seller financing, was $15,000,000. In accordance with ASC 360-20, Property, Plant and Equipment, Real Estate Sales, we evaluated the accounting for the gain on sales of these assets, noting that the buyer’s initial investment did not represent the amount required for recognition of gain by the full accrual method. Accordingly, we recorded a deferred gain of approximately $3,900,000 related to the Ramoco sale. The deferred gain was recorded in accounts payable and accrued liabilities on our balance sheet at December 31, 2015. On April 28, 2016, Ramoco affiliates repaid the entire seller financing mortgage in the amount of approximately $13,900,000 and, as a result, the deferred gain was recognized in our consolidated statements of operations for the three and six months ended June 30, 2016. |
Fair Value Hierarchy | Fair Value Hierarchy The preparation of consolidated 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 consolidated 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 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 using Level 2 inputs may be used to satisfy claims of general creditors in the event of our or any of our 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 June 30, 2016 and December 31, 2015 of $810,000 and $1,264,000, 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 June 30, 2016 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 $ 545 $ — $ — $ 545 Liabilities: Deferred compensation $ — $ 545 $ — $ 545 The following summarizes as of December 31, 2015 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 $ 888 $ — $ — $ 888 Liabilities: Deferred compensation $ — $ 888 $ — $ 888 |
Fair Value Disclosure of Financial Instruments | Fair Value Disclosure of Financial Instruments All of our financial instruments are reflected in the accompanying consolidated balance sheets at amounts which, in our estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those separately disclosed in the notes to our consolidated financial statements. |
Environmental Remediation Obligations | Environmental Remediation Obligations We record the fair value of a liability for an environmental remediation obligation as an asset and liability when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. Environmental remediation obligations are estimated based on the level and impact of contamination at each property. The accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability. The accrued liability is net of recoveries of environmental costs from state UST remediation funds with respect to both past and future environmental spending based on estimated recovery rates developed from prior experience with the funds. Net environmental liabilities are currently measured based on their expected future cash flows which have been adjusted for inflation and discounted to present value. We accrue for environmental liabilities that we believe are allocable to other potentially responsible parties if it becomes probable that the other parties will not pay their environmental remediation obligations. |
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. Tax returns for the years 2012, 2013 and 2014, and tax returns which will be filed for the year ended 2015, remain open to examination by federal and state tax jurisdictions under the respective statute of limitations. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) On March 30, 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting On May 9, 2016, the FASB issued ASU 2016-12, Narrow Scope Improvements and Practical Expedients On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments |
Accounting Policies (Tables)
Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following summarizes as of June 30, 2016 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 $ 545 $ — $ — $ 545 Liabilities: Deferred compensation $ — $ 545 $ — $ 545 The following summarizes as of December 31, 2015 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 $ 888 $ — $ — $ 888 Liabilities: Deferred compensation $ — $ 888 $ — $ 888 |
Credit Agreement and Senior U19
Credit Agreement and Senior Unsecured Notes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Maturity Date and Amounts Outstanding Under Credit Agreement and Restated Prudential Note Purchase Agreement | As of June 30, 2016, the maturity date and amounts outstanding under the Credit Agreement and the Restated Prudential Note Purchase Agreement are as follows: Maturity Date Amount Credit Agreement - Revolving Facility June 2018 $ 79,000,000 Credit Agreement - Term Loan June 2020 $ 50,000,000 Restated Prudential Note Purchase Agreement - Series A Notes February 2021 $ 100,000,000 Restated Prudential Note Purchase Agreement - Series B Notes June 2023 $ 75,000,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Summary of Changes in Shareholders' Equity | A summary of the changes in shareholders’ equity for the six months ended June 30, 2016 is as follows (in thousands, except share amounts): COMMON STOCK ADDITIONAL CAPITAL DIVIDENDS PAID IN EXCESS OF EARNINGS TOTAL SHARES AMOUNT BALANCE, DECEMBER 31, 2015 33,422 $ 334 $ 464,338 $ (58,111 ) $ 406,561 Net earnings 21,279 21,279 Dividends declared — $0.50 per share (17,076 ) (17,076 ) Stock dividends 271 3 4,703 — 4,706 Shares issued pursuant to ATM Program, net 23 — 121 — 121 Stock-based compensation 19 — 471 — 471 BALANCE, JUNE 30, 2016 33,735 $ 337 $ 469,633 $ (53,908 ) $ 416,062 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Basic and diluted 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 (“RSU” or “RSUs”) which provide for non-forfeitable dividend equivalents equal to the dividends declared per common share. Basic and diluted 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. There were 5,000 stock options excluded from the earnings per share calculations below as they were anti-dilutive as of June 30, 2016 and 2015, respectively. Three months ended Six months ended (in thousands) 2016 2015 2016 2015 Earnings from continuing operations $ 13,583 $ 11,502 $ 21,425 $ 11,422 Less dividend equivalents attributable to RSUs outstanding (171 ) (138 ) (268 ) (179 ) Earnings from continuing operations attributable to common shareholders 13,412 11,364 21,157 11,243 (Loss) earnings from discontinued operations (7 ) 117 (146 ) (940 ) Less dividend equivalents attributable to RSUs outstanding — (1 ) — — (Loss) earnings from discontinued operations attributable to common shareholders (7 ) 116 (146 ) (940 ) Net earnings attributable to common shareholders used for basic and diluted earnings per share calculation $ 13,405 $ 11,480 $ 21,011 $ 10,303 Weighted average common shares outstanding: Basic and diluted 33,714 33,420 33,686 33,419 RSUs outstanding at the end of the period 430 406 430 406 |
Discontinued Operations and A22
Discontinued Operations and Assets Held For Sale (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Real Estate Held for Sale | Real estate held for sale consisted of the following at June 30, 2016 and December 31, 2015: (in thousands) June 30, December 31, Land $ 403 $ 603 Buildings and improvements 531 997 934 1,600 Accumulated depreciation and amortization (17 ) (261 ) Real estate held for sale, net $ 917 $ 1,339 |
Schedule of Earnings (Loss) from Discontinued Operations | The revenues from rental properties, impairment charges, other operating expenses and gains/losses from dispositions of real estate related to these properties are as follows: Three months ended Six months ended (in thousands) 2016 2015 2016 2015 Revenues from rental properties $ — $ 45 $ 5 $ 110 Impairments (418 ) (630 ) (738 ) (1,815 ) Other operating income 411 670 744 641 (Loss) earnings from operating activities (7 ) 85 11 (1,064 ) Gains (loss) from dispositions of real estate — 32 (157 ) 124 (Loss) earnings from discontinued operations $ (7 ) $ 117 $ (146 ) $ (940 ) |
Property Acquisitions (Tables)
Property Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 reflected herein been consummated on the dates indicated or that will be achieved in the future. Three months ended Six months (in thousands, except per share data) Revenues from continuing operations $ 29,269 $ 58,363 Earnings from continuing operations $ 12,428 $ 13,082 Basic and diluted earnings from continuing operations per common share $ 0.37 $ 0.39 |
Description of Business - Addit
Description of Business - Additional Information (Detail) | Jun. 30, 2016PropertyState |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of properties in portfolio | Property | 837 |
Number of states in which our properties are located | State | 23 |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Detail) | Apr. 28, 2016USD ($) | Aug. 03, 2015USD ($)Tenants | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Impairment charges | $ 2,487,000 | $ 2,883,000 | $ 4,796,000 | $ 10,796,000 | |||
Total consideration for properties sold including seller financing | $ 15,000,000 | ||||||
Direct Financing Leases Financing Receivable [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Impairment charges | 0 | $ 0 | 0 | $ 0 | |||
Estimated Sale Price Method [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Impairment charges | 4,796,000 | ||||||
Estimated fair value | 692,000 | 692,000 | |||||
Discounted Cash Flow Method [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Impairment charges | 4,796,000 | ||||||
Estimated fair value | 1,660,000 | 1,660,000 | |||||
Accumulation of Asset Retirement Cost Method [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Impairment charges | 4,796,000 | ||||||
Estimated fair value | 2,444,000 | $ 2,444,000 | |||||
Level 3 [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 [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Impaired real estate assets measured at fair value | 810,000 | $ 810,000 | $ 1,264,000 | ||||
Ramoco Affiliates [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Number of properties sold to Ramoco affiliates that were previously included in the Ramoco lease | Tenants | 48 | ||||||
Number of properties that were previously included in the Ramoco lease | Tenants | 61 | ||||||
Deferred gain on sale of property | 3,868,000 | 3,868,000 | |||||
Financing mortgage repaid | $ 13,900,000 | ||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Deferred gain on sale of property | $ 3,900,000 | $ 3,900,000 |
Accounting Policies - Schedule
Accounting Policies - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 545 | $ 888 |
Deferred Compensation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 545 | 888 |
Level 1 [Member] | Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 545 | 888 |
Level 2 [Member] | Deferred Compensation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | $ 545 | $ 888 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)PropertyState | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)PropertyState | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Leases [Line Items] | |||||
Number of properties in portfolio | Property | 837 | 837 | |||
Number of states in which our properties are located | State | 23 | 23 | |||
Revenues from rental properties included in continuing operations | $ 24,140 | $ 22,122 | $ 48,528 | $ 42,536 | |
Revenues from rental properties | 23,380 | 21,343 | 46,816 | 41,181 | |
Real Estate Taxes and other municipal charges paid then reimbursed by tenants included in revenues and expenses from continuing operations | 3,603 | 3,345 | 6,524 | 6,859 | |
Rental revenue increase due to revenue recognition adjustments included in continuing operations | 760 | $ 779 | 1,712 | $ 1,355 | |
Investment in direct financing leases | 93,141 | 93,141 | $ 94,098 | ||
Investments in direct financing lease, minimum lease payments receivable | 173,241 | 173,241 | 179,372 | ||
Investment in direct financing lease, unguaranteed estimated residual value | 13,979 | 13,979 | 13,979 | ||
Investment in direct financing lease, deferred income | $ 94,079 | $ 94,079 | $ 99,253 | ||
Third Parties [Member] | |||||
Leases [Line Items] | |||||
Number of properties leased | Property | 92 | 92 | |||
Owned Properties [Member] | |||||
Leases [Line Items] | |||||
Number of properties | Property | 745 | 745 |
Leases - Major Tenants - Additi
Leases - Major Tenants - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2016PropertyLeaseTenants | Jun. 30, 2015 | |
Subsidiaries of Global Partners LP (NYSE GLP) [Member] | ||
Leases [Line Items] | ||
Number of leases assigned by White Oak Petroleum and Big Apple Petroleum Realty | Tenants | 2 | |
Number of leased properties | Property | 164 | |
Number of unitary leases | 3 | |
Lease revenue percentage | 21.00% | 22.00% |
Number of leased properties guaranteed | 3 | |
Subsidiaries of Chestnut Petroleum Dist. Inc.[Member] | ||
Leases [Line Items] | ||
Number of leased properties | Property | 80 | |
Number of unitary leases | 3 | |
Lease revenue percentage | 19.00% | 17.00% |
Number of leased properties guaranteed | 57 | |
Apro, LLC (d/b/a United Oil) [Member] | ||
Leases [Line Items] | ||
Number of leased properties | Property | 77 | |
Number of unitary leases | 3 | |
Lease revenue percentage | 15.00% | 3.00% |
Leases - Marketing and the Mast
Leases - Marketing and the Master Lease - Additional Information (Detail) | Nov. 03, 2015USD ($) | Apr. 22, 2015USD ($) | Mar. 03, 2015USD ($) | Jun. 30, 2016USD ($)PropertyPortfolios | Jun. 30, 2015USD ($) |
Leases [Line Items] | |||||
Legal settlements received | $ 10,800,000 | ||||
Number of new triple net leases entered into during the period | Portfolios | 15 | ||||
Number of leased properties with new tenants | Property | 352 | ||||
Maximum lease commitment for capital expenditure | $ 11,297,000 | ||||
Asset retirement obligations removed from balance sheet | 13,612,000 | ||||
Deferred rental revenue | 2,837,000 | ||||
Lease origination costs | $ 145,000 | $ 90,000 | |||
Properties under license agreements | Property | 8 | ||||
USTs [Member] | |||||
Leases [Line Items] | |||||
Asset retirement obligations removed from balance sheet | $ 13,612,000 | ||||
Net asset retirement cost related to USTs removed from the balance sheet | 10,775,000 | ||||
Deferred rental revenue | $ 2,837,000 | ||||
Minimum [Member] | |||||
Leases [Line Items] | |||||
Unitary triple-net lease agreements initial terms | 15 years | ||||
Maximum [Member] | |||||
Leases [Line Items] | |||||
Unitary triple-net lease agreements initial terms | 20 years | ||||
Unitary triple-net lease agreements successive terms | 20 years | ||||
Getty Petroleum Marketing Inc [Member] | |||||
Leases [Line Items] | |||||
Number of properties previously leased | Property | 399 | ||||
Marketing Estate Liquidating Trustee [Member] | |||||
Leases [Line Items] | |||||
Settlement agreement date | Mar. 3, 2015 | ||||
Settlement agreement hearing date | Apr. 22, 2015 | ||||
Interim distribution amount | $ 6,800,000 | ||||
Marketing Estate Liquidating Trustee [Member] | Settlement Agreement [Member] | |||||
Leases [Line Items] | |||||
Additional distribution amount | $ 550,000 |
Leases - NECG Lease Restructuri
Leases - NECG Lease Restructuring - Additional Information (Detail) - NECG Holdings Corp [Member] - Property | Dec. 31, 2015 | Jun. 30, 2016 | May 01, 2012 |
Leases [Line Items] | |||
Number of properties formerly leased | 84 | ||
Number of leased properties remaining in NECG lease | 8 | ||
Number of leased properties removed | 4 | ||
Numbers of properties sold that were previously included in lease | 1 | ||
Number of properties still in lease that will be removed once re-positioning of tenant is complete | 4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 04, 2016USD ($) | Jul. 07, 2014Defendant | May 31, 2007Defendant | Jun. 30, 2016USD ($)PartiesDefendant | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2003Parties |
Loss Contingencies [Line Items] | |||||||
Accrued legal matters | $ 11,753,000 | $ 11,265,000 | |||||
Provisions for litigation losses | $ 751,000 | $ 309,000 | |||||
8 Mile Stretch of Lower Passaic River [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cost estimate for remediating Lower Passaic River | $ 1,380,000,000 | ||||||
Minimum [Member] | 17 Mile Stretch of Lower Passaic River [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cost estimate for remediating Lower Passaic River | 483,000,000 | ||||||
Maximum [Member] | 17 Mile Stretch of Lower Passaic River [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cost estimate for remediating Lower Passaic River | $ 725,000,000 | ||||||
Lower Passaic River [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of potentially responsible parties for Lower Passaic River damages | Parties | 66 | ||||||
Parties to perform a remedial investigation and feasibility study | Defendant | 70 | ||||||
Lower Passaic River [Member] | Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of potentially responsible parties for Lower Passaic River damages | Parties | 100 | ||||||
NJ | MTBE [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of defendants in the MTBE complaint | Defendant | 50 | ||||||
PA | MTBE [Member] | Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of defendants in the MTBE complaint | Defendant | 50 |
Credit Agreement and Senior U32
Credit Agreement and Senior Unsecured Notes - Additional Information (Detail) - USD ($) | Jun. 02, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Credit and Loan Agreement [Line Items] | |||
Credit agreement initiation date | Jun. 2, 2015 | ||
Senior unsecured revolving credit agreement | $ 225,000,000 | ||
Term loan under credit agreement | 50,000,000 | ||
Extension of credit agreement | 1 year | ||
Borrowings under credit agreement | $ 127,450,000 | $ 142,100,000 | |
Debt issuance costs | $ 1,550,000 | 1,900,000 | |
Amount of rate increase in case of default | 2.00% | ||
Restated prudential note purchase agreement | $ 174,716,000 | 174,689,000 | |
Minimum [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Annual commitment fee on undrawn funds | 0.25% | ||
Maximum [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Annual commitment fee on undrawn funds | 0.30% | ||
Borrowings under credit agreement | $ 79,000,000 | 94,000,000 | |
Interest rate | 3.20% | ||
Senior Unsecured Notes [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Debt issuance costs | $ 284,000 | 311,000 | |
Adjustments for New Accounting Pronouncement [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Debt issuance costs | (1,900,000) | ||
Adjustments for New Accounting Pronouncement [Member] | Senior Unsecured Notes [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Debt issuance costs | (311,000) | ||
Restated Prudential Note Purchase Agreement [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Amount of rate increase in case of default | 2.00% | ||
Senior unsecured note, issuance date | Jun. 2, 2015 | ||
Restated prudential note purchase agreement | $ 175,000,000 | ||
Restated Prudential Note Purchase Agreement [Member] | Series A Note [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Fair value of borrowings outstanding | 108,800,000 | 105,800,000 | |
Restated Prudential Note Purchase Agreement [Member] | Series B Notes [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Fair value of borrowings outstanding | 80,100,000 | 76,400,000 | |
Prudential Loan Agreement [Member] | Series A Note [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Senior unsecured note, aggregate amount issued | $ 100,000,000 | ||
Senior unsecured note purchase agreement, maturity date | Feb. 28, 2021 | ||
Interest rate on agreement | 6.00% | ||
Prudential Loan Agreement [Member] | Series B Notes [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Senior unsecured note, aggregate amount issued | $ 75,000,000 | ||
Senior unsecured note purchase agreement, maturity date | Jun. 30, 2023 | ||
Interest rate on agreement | 5.35% | ||
Prior Senior Secured Note Purchase Agreement [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Restated prudential note purchase agreement | 175,000,000 | ||
Revolving Facility [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Revolving facility under credit agreement | 175,000,000 | ||
Credit facility agreement, maturity date | Jun. 30, 2018 | ||
Option to increase credit facility | 75,000,000 | ||
Credit facility amount | $ 250,000,000 | ||
Borrowings under credit agreement | $ 79,000,000 | ||
Senior unsecured note purchase agreement, maturity date | Jun. 30, 2018 | ||
Revolving Facility [Member] | Minimum [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 0.95% | ||
Revolving Facility [Member] | Minimum [Member] | LIBOR [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 1.95% | ||
Revolving Facility [Member] | Maximum [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 2.25% | ||
Revolving Facility [Member] | Maximum [Member] | LIBOR [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 3.25% | ||
Borrowing under Credit Lines - Term Loan [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Term loan under credit agreement | $ 50,000,000 | $ 50,000,000 | |
Credit facility agreement, maturity date | Jun. 30, 2020 | ||
Borrowings under credit agreement | $ 50,000,000 | ||
Senior unsecured note purchase agreement, maturity date | Jun. 30, 2020 | ||
Borrowing under Credit Lines - Term Loan [Member] | Minimum [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 0.90% | ||
Borrowing under Credit Lines - Term Loan [Member] | Minimum [Member] | LIBOR [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 1.90% | ||
Borrowing under Credit Lines - Term Loan [Member] | Maximum [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 2.20% | ||
Borrowing under Credit Lines - Term Loan [Member] | Maximum [Member] | LIBOR [Member] | |||
Credit and Loan Agreement [Line Items] | |||
Credit agreement margin on borrowing base rate | 3.20% |
Credit Agreement and Senior U33
Credit Agreement and Senior Unsecured Notes - Schedule of Maturity Date and Amounts Outstanding Under Credit Agreement and Restated Prudential Note Purchase Agreement (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | ||
Borrowings under credit agreement, outstanding amount | $ 127,450 | $ 142,100 |
Borrowings under purchase agreement, outstanding amount | $ 174,716 | $ 174,689 |
Revolving Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Borrowings under credit agreement, maturity date | Jun. 30, 2018 | |
Borrowings under credit agreement, outstanding amount | $ 79,000 | |
Borrowing under Credit Lines - Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Borrowings under credit agreement, maturity date | Jun. 30, 2020 | |
Borrowings under credit agreement, outstanding amount | $ 50,000 | |
Restated Prudential Note Purchase Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Borrowings under purchase agreement, outstanding amount | $ 175,000 | |
Restated Prudential Note Purchase Agreement [Member] | Series A Notes Maturing on February 2021 [Member] | ||
Line of Credit Facility [Line Items] | ||
Borrowings under credit agreement, maturity date | Feb. 28, 2021 | |
Borrowings under purchase agreement, outstanding amount | $ 100,000 | |
Restated Prudential Note Purchase Agreement [Member] | Series B Notes Maturing on June 2023 [Member] | ||
Line of Credit Facility [Line Items] | ||
Borrowings under credit agreement, maturity date | Jun. 30, 2023 | |
Borrowings under purchase agreement, outstanding amount | $ 75,000 |
Environmental Obligations - Add
Environmental Obligations - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2012 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Other Commitments [Line Items] | ||||
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 be responsible for environmental contamination at the premises that was known at the time the lease commenced, and which existed prior to commencement of the lease and is discovered (other than as a result of a voluntary site investigation) during the first ten years of the lease term (or a shorter period for a minority of such leases). | |||
Environmental remediation liability | $ 81,091,000 | $ 84,345,000 | ||
Accretion expense | 1,964,000 | $ 2,398,000 | ||
The amounts of credits to environmental expenses included in continuing operations and to earnings from operating activities in discontinued operations | 2,735,000 | 864,000 | ||
Increase in carrying value of property | 4,508,000 | 6,753,000 | ||
Non-cash impairment charges | $ 4,551,000 | 6,610,000 | ||
Estimated remaining useful life of underground storage tank for capitalized asset retirement costs | 10 years | |||
Depreciation and amortization expense for capitalized asset retirement costs | $ 2,681,000 | $ 3,222,000 | ||
Capitalized asset retirement costs | 50,319,000 | 51,393,000 | ||
Asset retirement obligations removed from balance sheet | 13,612,000 | |||
Deferred rental revenue | $ 2,837,000 | |||
Minimum [Member] | ||||
Other Commitments [Line Items] | ||||
Environmental remediation liability discount range | 4.00% | |||
Environmental remediation liability fair value, expected future net cash flows | 2.00% | |||
Maximum [Member] | ||||
Other Commitments [Line Items] | ||||
Environmental remediation liability discount range | 7.00% | |||
Environmental remediation liability fair value, expected future net cash flows | 2.75% | |||
USTs [Member] | ||||
Other Commitments [Line Items] | ||||
Asset retirement obligations removed from balance sheet | $ 13,612,000 | |||
Net asset cost related to USTs removed from the balance sheet | 10,775,000 | |||
Deferred rental revenue | 2,837,000 | |||
Reasonably Estimable Environmental Remediation Obligation [Member] | ||||
Other Commitments [Line Items] | ||||
Environmental remediation liability | 35,065,000 | 38,902,000 | ||
Future Environmental Liabilities [Member] | ||||
Other Commitments [Line Items] | ||||
Environmental remediation liability | 46,026,000 | 45,443,000 | ||
Capitalized asset retirement costs | 30,170,000 | 30,454,000 | ||
Known Environmental Liabilities [Member] | ||||
Other Commitments [Line Items] | ||||
Capitalized asset retirement costs | $ 20,149,000 | $ 20,939,000 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Changes in Shareholders' Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Shareholders Equity [Line Items] | ||||
Beginning balance, value | $ 406,561 | |||
Net earnings | $ 13,576 | $ 11,619 | 21,279 | $ 10,482 |
Dividends | (17,076) | |||
Stock dividends, value | 4,706 | |||
Shares issued pursuant to ATM Program, net, value | 121 | |||
Stock-based compensation, Value | 471 | |||
Ending balance, value | 416,062 | 416,062 | ||
Common Stock [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | $ 334 | |||
Beginning balance, shares | 33,422 | |||
Stock dividends, value | $ 3 | |||
Stock dividends, Shares | 271 | |||
Shares issued pursuant to ATM Program, net | 23 | |||
Stock-based compensation, Shares | 19 | |||
Ending balance, value | $ 337 | $ 337 | ||
Ending balance, shares | 33,735 | 33,735 | ||
Additional Paid-in-Capital [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | $ 464,338 | |||
Stock dividends, value | 4,703 | |||
Shares issued pursuant to ATM Program, net, value | 121 | |||
Stock-based compensation, Value | 471 | |||
Ending balance, value | $ 469,633 | 469,633 | ||
Dividends Paid in Excess of Earnings [Member] | ||||
Shareholders Equity [Line Items] | ||||
Beginning balance, value | (58,111) | |||
Net earnings | 21,279 | |||
Dividends | (17,076) | |||
Ending balance, value | $ (53,908) | $ (53,908) |
Shareholders' Equity - Summar36
Shareholders' Equity - Summary of Changes in Shareholders' Equity (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Equity [Abstract] | |
Dividends per share | $ 0.50 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Mar. 09, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Shareholders Equity [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Proceeds from issuance of shares | $ 121,000 | ||||
Payments of regular and special dividends | $ 24,431,000 | $ 19,592,000 | |||
Dividends paid per share | $ 0.72 | $ 0.58 | |||
Payment of regular quarterly dividend | $ 16,990,000 | $ 14,867,000 | |||
Payment of special dividend | $ 7,441,000 | $ 4,725,000 | |||
Regular quarterly dividends paid per share | $ 0.50 | $ 0.44 | |||
Special dividends paid per share | 0.22 | $ 0.14 | |||
ATM Program [Member] | |||||
Shareholders Equity [Line Items] | |||||
Common stock, par value | $ 0.01 | $ 0.01 | |||
Shares issued | 23,000 | ||||
Proceeds from issuance of shares | $ 481,000 | ||||
Stock issuance costs | $ 360,000 | ||||
ATM Program [Member] | Maximum [Member] | |||||
Shareholders Equity [Line Items] | |||||
Aggregate sales price | $ 125,000,000 | ||||
2004 Omnibus Incentive Compensation Plan [Member] | Restricted Stock Units [Member] | |||||
Shareholders Equity [Line Items] | |||||
Restricted stock units, granted | 86,600 |
Earnings Per Common Share - Sch
Earnings Per Common Share - Schedule of Earnings Per Share (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Earnings from continuing operations | $ 13,583 | $ 11,502 | $ 21,425 | $ 11,422 |
Less dividend equivalents attributable to RSUs outstanding | (171) | (138) | (268) | (179) |
Earnings from continuing operations attributable to common shareholders | 13,412 | 11,364 | 21,157 | 11,243 |
(Loss) earnings from discontinued operations | (7) | 117 | (146) | (940) |
Less dividend equivalents attributable to RSUs outstanding | (1) | |||
(Loss) earnings from discontinued operations attributable to common shareholders | (7) | 116 | (146) | (940) |
Net earnings attributable to common shareholders used for basic and diluted earnings per share calculation | $ 13,405 | $ 11,480 | $ 21,011 | $ 10,303 |
Basic and diluted | 33,714 | 33,420 | 33,686 | 33,419 |
RSUs outstanding at the end of the period | 430 | 406 | 430 | 406 |
Discontinued Operations and A39
Discontinued Operations and Assets Held For Sale - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016USD ($)Property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of real estate properties held for sale | Property | 4 |
Number of properties sold previously held for sale | Property | 1 |
Gain from sale of properties | $ 1,414,000 |
Number of properties sold | Property | 6 |
Ramoco Affiliates [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain on property condemnations | $ 83,000 |
Deferred gain on sale of property | 3,868,000 |
Properties Previously Classified Held for Sale [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Loss from sale of properties | $ 157,000 |
Discontinued Operations and A40
Discontinued Operations and Assets Held For Sale - Schedule of Real Estate Held for Sale (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Real Estate Held For Sale [Line Items] | ||
Accumulated depreciation and amortization | $ (113,794) | $ (107,109) |
Real estate, net | 665,150 | 675,863 |
Real Estate Held for Sale [Member] | ||
Real Estate Held For Sale [Line Items] | ||
Land | 403 | 603 |
Buildings and improvements | 531 | 997 |
Real estate held for sale, gross | 934 | 1,600 |
Accumulated depreciation and amortization | (17) | (261) |
Real estate, net | $ 917 | $ 1,339 |
Discontinued Operations and A41
Discontinued Operations and Assets Held For Sale - Schedule of Earnings (Loss) from Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues from rental properties | $ 45 | $ 5 | $ 110 | |
Impairments | $ (418) | (630) | (738) | (1,815) |
Other operating income | 411 | 670 | 744 | 641 |
(Loss) earnings from operating activities | (7) | 85 | 11 | (1,064) |
Gains (loss) from dispositions of real estate | 32 | (157) | 124 | |
(Loss) earnings from discontinued operations | $ (7) | $ 117 | $ (146) | $ (940) |
Property Acquisitions - Additio
Property Acquisitions - Additional Information (Detail) $ in Thousands | Jun. 03, 2015USD ($)LeaseSimpleInterests | Jun. 30, 2016 |
Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Unitary triple-net lease agreements initial terms | 20 years | |
Unitary triple-net lease agreements successive terms | 20 years | |
Apro, LLC (d/b/a United Oil) [Member] | ||
Business Acquisition [Line Items] | ||
Number of Triple-Net Unitary Leases | Lease | 3 | |
Lease agreements description | Initial terms of 20 years and options for up to three successive five year renewal options. | |
Unitary triple-net lease agreements initial terms | 20 years | |
Unitary triple-net lease agreements successive terms | 5 years | |
Apro, LLC (d/b/a United Oil) [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Number of lease renewal options | Lease | 3 | |
Pacific Convenience and Fuels LLC [Member] | Apro, LLC (d/b/a United Oil) [Member] | ||
Business Acquisition [Line Items] | ||
Number of fee simple interests acquired in convenience store and retail motor fuel stations from affiliates | SimpleInterests | 77 | |
Purchase price for acquisition | $ 214,500 | |
Land [Member] | Gasoline Stations and Convenience Store Properties [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price allocation, assets acquired | 140,966 | |
Buildings and Equipment [Member] | Gasoline Stations and Convenience Store Properties [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price allocation, assets acquired | 75,119 | |
Land Building and Equipment [Member] | Gasoline Stations and Convenience Store Properties [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price allocated to above market leases | 216 | |
Purchase price allocated to below market leases | 19,210 | |
Purchase price allocated to in-place lease and other intangible assets | 17,402 | |
Transaction cost related to acquisition | $ 413 |
Property Acquisitions - Pro For
Property Acquisitions - Pro Forma Condensed Financial Information (Detail) - Proforma Financial Information for Acquisition Properties [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Business Acquisition Pro Forma Information [Line Items] | ||
Revenues from continuing operations | $ 29,269 | $ 58,363 |
Earnings from continuing operations | $ 12,428 | $ 13,082 |
Basic and diluted earnings from continuing operations per common share | $ 0.37 | $ 0.39 |