Leases | NOTE 3. — LEASES As of September 30, 2019, we owned 867 properties and leased 69 properties from third-party landlords. These 936 properties are located in 33 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, convenience store retailers and, to a lesser extent, individual operators. Generally, our tenants supply fuel and either operate our properties directly or sublet our properties to operators who operate their convenience stores, gasoline stations, automotive repair service facilities or other businesses at our properties. Our triple-net lease 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. For additional information regarding environmental obligations, see Note 6 – Environmental Obligations. Substantially all of our tenants’ financial results depend on the sale of refined petroleum products, 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 lease tenants by reviewing their published credit rating, 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. We adopted ASU 2016-02 as of January 1, 2019 . ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. Under ASU 2016-02, lessor accounting will remain similar to lessor accounting under previous GAAP, while aligning with the FASB’s new revenue recognition guidance. For leases in which we are the lessor, we are (i) , (ii) and (iii) Revenues from rental properties were $35,692,000 and $102,539,000 for the three and nine months ended September 30, 2019 respectively, and $33,902,000 and $98,738,000 for the three and nine months ended September 30, 2018, respectively. Rental income contractually due from our tenants included in revenues from rental properties was $30,149,000 and $88,735,000 for the three and nine months ended September 30, 2019, respectively, and $29,083,000 and $85,009,000 for the three and nine months ended September 30, 2018, respectively. In accordance with GAAP, we recognize rental revenue in amounts which vary from the amount of rent contractually due 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 were $185,000 and $799,000 for the three and nine months ended September 30, 2019, respectively, and $487,000 and $1,868,000 for the three and nine months ended September 30, 2018, respectively. 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, were $5,358,000 and $13,005,000 for the three and nine months ended September 30, 2019, respectively, and $4,332,000 and $11,861,000 for the three and nine months ended September 30, 2018, respectively. We incurred $171,000 and $258,000 of lease origination costs for the nine months ended September 30, 2019 and 2018, 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. The components of the $83,305,000 investment in direct financing leases as of September 30, 2019, are lease payments receivable of $129,652,000 plus unguaranteed estimated residual value of $13,928,000 less unearned income of $60,275,000. The components of the $85,892,000 investment in direct financing leases as of December 31, 2018, are lease payments receivable of $139,276,000 plus unguaranteed estimated residual value of $13,928,000 less unearned income of $67,312,000. As of September 30, 2019, future contractual annual rentals receivable from our tenants, which have terms in excess of one year are as follows (in thousands): Operating Leases Direct Financing Leases 2019 $ 26,499 $ 3,240 2020 106,019 13,156 2021 103,059 13,339 2022 102,715 13,420 2023 102,788 13,467 Thereafter 719,304 73,030 Total $ 1,160,384 $ 129,652 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future contractual minimum annual rentals receivable from our tenants, which have terms in excess of one year as of December 31, 2018, would have been as follows (in thousands): Operating Leases Direct Financing Leases 2019 $ 102,928 $ 12,864 2020 102,693 13,156 2021 99,593 13,339 2022 99,184 13,420 2023 99,223 13,467 Thereafter 678,106 73,030 Total $ 1,181,727 $ 139,276 For leases in which we are the lessee, ASU 2016-02 requires leases with durations greater than twelve months to be recognized on the balance sheet. We elected the package of transition provisions available for expired or existing contracts, which allowed us to carryforward our historical assessments of (i) whether contracts are or contain leases, (ii) lease classification and (iii) initial direct costs. As of January 1, 2019, we recognized operating lease right-of-use assets of $25,561,000 (net of deferred rent expense) and operating lease of $26,087,000, which were presented on our consolidated financial statements. The right-of-use assets and lease liabilities are carried at the present value of the remaining expected future lease payments and considered factors such as interest rates available to us on a fully-collateralized basis and terms of the leases right-of-use assets The following presents the lease-related assets and liabilities (in thousands): September 30, 2019 Assets Right-of-use assets - operating $ 22,724 Right-of-use assets - finance 1,043 Total lease assets $ 23,767 Liabilities Lease liability - operating $ 23,351 Lease liability - finance 4,335 Total lease liabilities $ 27,686 The following presents the weighted average lease terms and discount rates of our leases: Weighted-average remaining lease term (years) Operating leases 4.2 Finance leases 11.7 Weighted-average discount rate Operating leases (1) 5.31 % Finance leases 17.16 % (1) Upon adoption of the new lease standard, discount rates used for existing leases were established at January 1, 2019. The following presents our total lease costs (in thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost $ 1,126 $ 3,404 Finance lease cost Amortization of leased assets 138 398 Interest on lease liabilities 201 617 Short-term lease cost 62 152 Total lease cost $ 1,527 $ 4,571 The following presents supplemental cash flow information related to our leases (in thousands) Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 1,152 $ 3,455 Operating cash flows for finance leases 201 617 Financing cash flows for finance leases $ 139 $ 398 As of September 30, 2019, scheduled lease liabilities mature as follows (in thousands) Operating Leases Direct Financing Leases 2019 $ 1,068 $ 366 2020 4,130 1,446 2021 3,630 1,288 2022 2,967 1,022 2023 2,847 846 Thereafter 15,856 3,199 Total lease payments 30,498 8,167 Less: amount representing interest (7,147 ) (3,832 ) Present value of lease payments $ 23,351 $ 4,335 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum annual rentals payable under such leases, excluding renewal options, as of December 31, 2018, would have been as follows: 2019 – $6,016,000, 2020 – $5,284,000, 2021 – $4,371,000, 2022 – $2,766,000, 2023 – $2,021,000 and $2,754,000 thereafter. Major Tenants As of September 30, 2019, we had three significant tenants by revenue: • We leased 155 convenience store and gasoline station properties in three separate unitary leases and three stand-alone leases to subsidiaries of Global Partners LP (NYSE: GLP) (“Global”). In the aggregate, our leases with subsidiaries of Global represented 18% of our total revenues for the nine months ended September 30, 2019 and 2018. All of our unitary leases with subsidiaries of Global are guaranteed by the parent company. • 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 13% of our total revenues for the nine months ended September 30, 2019 and 2018. • We leased 75 convenience store and gasoline station properties pursuant to two separate unitary leases to subsidiaries of Chestnut Petroleum Dist., Inc. (“Chestnut”). In the aggregate, our leases with subsidiaries of Chestnut represented 11% of our total revenues for the nine months ended September 30, 2019 and 2018. The largest of these unitary leases, covering 57 of our properties, is guaranteed by the parent company, its principals and numerous Chestnut affiliates. Getty Petroleum Marketing Inc. Getty Petroleum Marketing Inc. (“Marketing”) was our largest tenant from 1997 until 2012, leasing substantially all of our properties acquired or leased prior to 1997 under a master lease. Our master lease with Marketing was terminated in April 2012, as a consequence of Marketing’s bankruptcy, at which time we either sold or released these properties. As of September 30, 2019, 369 of the properties we own or lease were previously leased to Marketing, of which 325 properties are subject to long-term triple-net leases with petroleum distributors in 14 separate property portfolios and 32 properties are leased as single unit triple-net leases. The leases covering properties previously leased to Marketing are unitary triple-net lease agreements generally with an initial term of 15 years and options for successive renewal terms of up to 20 years. Rent is scheduled to increase at varying intervals during both the initial and renewal terms of the 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 invest capital in our properties, substantially all of which are related to the replacement of USTs that are owned by our tenants. As of September 30, 2019, we have a remaining commitment to fund up to $7,228,000 in the aggregate with our tenants for our portion of such capital improvements. 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 life 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 lives, 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 September 30, 2019, we removed $13,813,000 of asset retirement obligations and $10,808,000 of net asset retirement costs related to USTs from our balance sheet. The cumulative change of $1,587,000 (net of accumulated amortization of $1,418,000) 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. |